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EMC — Interim / Quarterly Report 2022
Dec 23, 2022
52158_rns_2022-12-23_dcd1d485-85b3-42da-bca0-83a48329181e.pdf
Interim / Quarterly Report
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REVIEW REPORT JUNE 30, 2022 AND 2021
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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INDEPENDENT AUDITORS’ REVIEW REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Evergreen Marine Corporation (Taiwan) Ltd.
Introduction
We have reviewed the accompanying consolidated balance sheets of Evergreen Marine Corporation (Taiwan) Ltd. and subsidiaries (the “Group”) as at June 30, 2022 and 2021, and the related consolidated statements of comprehensive income for the three-month and six-month periods then ended, as well as the consolidated statements of changes in equity and of cash flows for the six-month periods then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the following paragraph, we conducted our reviews in accordance with the Statement of Auditing Standards No. 65, “Review of Financial Information Performed by the Independent Auditor of the Entity” in the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for qualified conclusion
As explained in Note 4(3), we did not review the financial statements of certain insignificant consolidated subsidiaries, which statements reflect total assets and total liabilities of NT$794,833 thousand and NT$301,267 thousand, constituting 0.09% and 0.08% of the consolidated total assets and
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consolidated total liabilities as of June 30, 2022, respectively, and total comprehensive loss of (NT$1,978) thousand and (NT$1,978) thousand for the three-month and six-month periods then ended. These amounts and the related information disclosed in Note 13 were based on the unreviewed financial statements of such investee companies.
As explained in Note 6(8), we did not review the financial statements of certain investments accounted for under the equity method, which statements reflect investments accounted for under the equity method of NT$2,418,864 thousand and NT$2,310,577 thousand, constituting 0.28% and 0.53% of the consolidated total assets as of June 30, 2022 and 2021, respectively, and comprehensive income and loss under the equity method of NT$81,644 thousand, NT$60,919 thousand, NT$158,934 thousand and NT$111,244 thousand, constituting 0.07%, 0.12%, 0.07% and 0.12% of the consolidated total comprehensive income and loss for the three-month and six-month periods then ended. These amounts and the related information disclosed in Note 13 were based on the unreviewed financial statements of such investee companies.
Qualified conclusion
Based on our reviews and the reports of other independent auditors, except for the possible effects on the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of certain investments accounted for under the equity method and the related information disclosed in Note 13 been reviewed by independent auditors as explained in the preceding paragraph, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as at June 30, 2022 and 2021, and of its consolidated financial performance for the three-month and six-month periods then ended and its consolidated cash flows for the six-month periods then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.
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Other matter – Review reports of other independent auditors
We did not review the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method. Those financial statements were reviewed by other independent auditors, whose reports thereon have been furnished to us, and our report expressed herein, insofar as it relates to the amounts included in the financial statements and the information disclosed in Note 13 was based solely on the review reports of other independent auditors. These consolidated subsidiaries reflect total assets of NT$61,992,499 thousand and NT$62,039,211 thousand, constituting 7.09% and 14.19% of the consolidated total assets as at June 30, 2022 and 2021, and total operating revenues of NT$618,528 thousand, NT$15,635,416 thousand, NT$1,181,725 thousand and NT$29,198,089 thousand, constituting 0.35%, 15.64%, 0.34% and 15.37% of the consolidated total operating revenues for the three-month and six-month periods then ended. The investments accounted for under the equity method amounted to NT$26,685,897 thousand and NT$19,845,608 thousand, constituting 3.05% and 4.54% of the consolidated total assets as at June 30, 2022 and 2021, and the comprehensive income and loss under equity method was NT$2,829,040 thousand, NT$656,433 thousand, NT$4,849,886 thousand and NT$1,766,007 thousand, constituting 2.48%, 1.33%, 2.11% and 1.93% of the consolidated total comprehensive income and loss for the three-month and six-month periods then ended.
Lai, Chung-Hsi Chou, Hsiao-Tzu For and on behalf of PricewaterhouseCoopers, Taiwan August 5, 2022
The accompanying consolidated 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 consolidated financial statements and independent auditors’ review 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. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2022, DECEMBER 31, 2021 AND JUNE 30, 2021
(Expressed in thousands of New Taiwan dollars) (The balance sheets as of June 30, 2022 and 2021 are reviewed, not audited)
| Assets | Notes | June 30, 2022 | %38-911-6----1--56--1522121--344100 |
December 31, 2021 AMOUNT % $107,792,3961844,999-93,229,6791523,026,07544,525,9611357,461-39,179,69262,000,706-414,772-716,166-231,233-5,837,52811,503,356-4,254,9691283,114,993462,123,3811387,519-1,488,664-36,418,6136153,902,87525101,109,020175,771,08411,271,120-857,248-24,581,6034327,911,12754$611,026,120100 |
June 30, 2021 | |
|---|---|---|---|---|---|---|
AMOUNT$334,582,5005,97777,280,2009,531,5834,399,504375,94048,373,3022,293,122517,8731,577,855382,5209,242,1292,078,6843,186,748493,827,9372,048,121523,2044,645,82540,894,451191,551,169105,449,0836,381,6371,426,629901,21926,877,076380,698,414$874,526,351 |
AMOUNT$107,792,39644,99993,229,67923,026,0754,525,961357,46139,179,6922,000,706414,772716,166231,2335,837,5281,503,3564,254,969283,114,9932,123,381387,5191,488,66436,418,613153,902,875101,109,0205,771,0841,271,120857,24824,581,603327,911,127$611,026,120 |
AMOUNT$73,681,82461,00031,604,959-4,540,907256,36536,236,4281,604,264194,785918,347291,2364,788,4061,330,6074,599,628160,108,7562,058,500384,095-33,748,686127,780,42785,911,6565,119,4191,412,676664,09519,905,606276,985,160$437,093,916 |
% | |||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Current financial assets at amortised cost, net 1139 Current financial assets for hedging 1140 Current contract assets 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 1210 Other receivables - related parties 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1535 Non-current financial assets at amortised cost, net 1538 Non-current financial assets for hedging 1550 Investments accounted for using equity method 1600 Property, plant and equipment, net 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Non-current assets 1XXX Total assets |
6(1) 6(3) and 8 6(4) 6(23) 6(5) 6(5) 6(5) and 7 7 6(6) 6(7) and 7 6(2) 6(3) and 8 6(4) 6(8) 6(9), 8 and 9 6(10) 6(12) and 8 6(31) 6(5)(13) |
17-7-1-81---111 |
||||
37 |
||||||
---829201--5 |
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63 |
||||||
100 |
(Continued)
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2022, DECEMBER 31, 2021 AND JUNE 30, 2021
(Expressed in thousands of New Taiwan dollars) (The balance sheets as of June 30, 2022 and 2021 are reviewed, not audited)
| Liabilities and Equity | Notes | June 30, 2022 | December 31, 2021 % AMOUNT % -$1,031,678-213,530,2562-392-430,078,9595-295,869-1211,471,21721124,159-412,362,3202116,238,7513323,959,259427109,092,860 18210,477,1952-6,772,9501439,638,4546111,676,1262971,200,494 1214,846,451117144,611,670 2444253,704,530 42652,908,4849---215,762,185248,122,4821-581,406-38250,555,749 412 (1,145,770 )-52326,784,536 53430,537,054556357,321,590 58100$611,026,120 100 |
June 30, 2021 | |
|---|---|---|---|---|---|
AMOUNT$1,842,25919,090,080-37,138,707584,292104,144,4655,779,20838,651,27710,879,48521,215,768239,325,54115,504,1994,780,46238,252,2647,231,84277,932,6935,337,253149,038,713388,364,25452,910,4911115,939,57032,019,1291,145,770334,507,74214,792,326451,315,03934,847,058486,162,097$874,526,351 |
AMOUNT$905,5168,816,1353,05426,483,197363,7178,502,518130,1828,697,16210,691,04530,685,83795,278,3639,459,8766,747,61257,040,6201,864,89463,078,8063,868,481142,060,289237,338,65252,908,474-15,505,1885,714,940-105,861,1641,378,641181,368,40718,386,857199,755,264$437,093,916 |
% | |||
| Current liabilities 2126 Current financial liabilities for hedging 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Current lease liabilities 2300 Other current liabilities 21XX Current liabilities Non-current liabilities 2511 Non-current financial liabilities for hedging 2530 Corporate bonds payable 2540 Long-term loans 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent Capital 3110 Common stock 3130 Certificate of entitlement to new shares from convertible bond Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant Contingent Liabilities And Unrecognized Contract Commitments Significant Events After The Balance Sheet Date 3X2X Total liabilities and equity |
6(10) and 7 6(23) 7 7 6(10) and 7 6(14) and 7 6(10) and 7 6(15) 6(16) 6(31) 6(10) and 7 6(17)(18) 6(19) 6(20) 6(21) 6(22) 9 11 |
-2-6-2-237 |
|||
22 |
|||||
2213-141 |
|||||
32 |
|||||
54 |
|||||
12-41-241 |
|||||
424 |
|||||
46 |
|||||
100 |
The accompanying notes are an integral part of these consolidated financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts) (Reviewed, not audited)
| Items | Notes | Three months ended June 30 | Three months ended June 30 |
|---|---|---|---|
| 2022 | 2021 | ||
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized profit from sales 5920 Realized profit on from sales 5950 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6450 Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 6000 Operating expenses 6500 Other gains - net 6900 Operating profit Other non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of loss of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the period |
(Continued)
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts) (Reviewed, not audited)
| Items | Notes | Three months ended June 30 | Three months ended June 30 |
|---|---|---|---|
| 2022 | 2021 | ||
| Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealised gains (losses) on valuation of investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8368 Gains on hedging instruments 8370 Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method 8399 Income tax relating to the components of other comprehensive income (loss) 8360 Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income for the period, net of income tax 8500 Total comprehensive income for the period Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Basic earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
(UNAUDITED)
| Six-months period ended June 30, 2021 Balance at January 1, 2021 Profit for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) Adjustments to share of changes in equity of associates and joint ventures Other changes in capital surplus Due to recognition of equity component of convertible bonds Conversion of convertible bonds Changes in non-controlling interests Balance at June 30, 2021 Six-months period ended June 30, 2022 Balance at January 1, 2022 Profit for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) Adjustments to share of changes in equity of associates and joint ventures Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends Other changes in capital surplus Conversion of convertible bonds Changes in non-controlling interests Balance at June 30, 2022 |
Notes | Equityattributable to | Equityattributable to | owners of theparent | Total$ 94,281,711 78,141,003 1,945,873 80,086,876 (103,331)(5)289,166 6,813,990 - $ 181,368,407 $ 326,784,536 203,652,773 15,937,211 219,589,984 161,280 - - (95,238,884)(7)18,130 - $ 451,315,039 |
Non-controlling interest |
Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common stock$ 48,980,353 - - - - - - 3,928,121 - $ 52,908,474 $ 52,908,484 - - - - - - - - 2,007 - $ 52,910,491 |
Certificate of entitlement to new shares from convertible bond |
Total capital surplus, additional paid-in capital |
Retained Earnings | Unappropriated retained earnings |
O | ther equityinterest | Gains (losses) on effective portion of cash flow hedges |
|||||||
Legal reserve$ 5,714,940 - - - - - - - - $ 5,714,940 $ 8,122,482 - - - - 23,896,647 - - - - - $ 32,019,129 |
Special reserve | Financial statements translation differences of foreign operations ( $ 4,328,344)- (537,372)(537,372)- - - - - ( $ 4,865,716)( $ 6,733,006)- 17,141,368 17,141,368 - - - - - - - $ 10,408,362 |
Total Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||
| 6(22) 6(21) 6(21)(22) 6(20)(21) 6(20) 6(19)(20) 6(35) 6(22) 6(21) 6(21)(22) 6(20)(21) 6(21) 6(20) 6(19)(20) 6(35) |
$- - - - - - - - - $- $- - - - - - - - - 11 - $11 |
$ 12,433,364---(103,206 ) (5 ) 289,1662,885,869-$ 15,505,188$ 15,762,185---161,280---(7 ) 16,112-$ 15,939,570 |
$- -- - ----- $- $581,406 -- - -- 564,364 - --- $ 1,145,770 |
$ 27,734,46078,141,003(19,052)78,121,9514,753----$ 105,861,164$ 250,555,749203,652,773(910) 203,651,86325(23,896,647) (564,364) (95,238,884) ---$ 334,507,742 |
$ 1,884,774 -2,564,302 2,564,302 (4,878 ) ---- $ 4,444,198 $ 3,986,029 -(673,286 ) (673,286 ) (25 ) ------ $ 3,312,718 |
$ 1,862,164-(62,005) (62,005) -----$ 1,800,159$ 1,601,207-(529,961) (529,961) -------$ 1,071,246 |
$ 7,212,582 11,512,033(89,456 ) 11,422,577 - - --(248,302 ) $ 18,386,857 $ 30,537,054 8,011,889 2,168,250 10,180,139 ---- - -(5,870,135 ) $ 34,847,058 |
$ 101,494,293 89,653,036 1,856,417 91,509,453 (103,331)(5)289,166 6,813,990 (248,302)$ 199,755,264 $ 357,321,590 211,664,662 18,105,461 229,770,123 161,280 - - (95,238,884)(7)18,130 (5,870,135)$ 486,162,097 |
The accompanying notes are an integral part of these consolidated financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX-MONTH PERIODS ENDED JUNE 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
(Reviewed, not audited)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Income and expenses having no effect on cash flows Financial assets and liabilities at fair value through profit or loss Depreciation Amortization Expected credit loss Rental expense Other income Interest income Interest expense Dividend income Share of profit of associates and joint ventures accounted for using equity method Gain from bargain purchase Gains arising from lease modification Net gain on disposal of property, plant and equipment Net loss on disposal of right-of-use assets Net gain on disposal of investments Realized income with affliated companies Unrealized gain with affliated companies Changes in assets/liabilities relating to operating activities Changes in operating assets Current contract assets Notes receivable, net Accounts receivable, net Accounts receivable, net - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Other non-current assets Net changes in liabilities relating to operating activities Current contract liabilities Notes payable 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 |
Six-monthperiod ended June 30 Notes 2022 2021 $242,701,599 $96,903,9776(27) 39,072 (44,473 )6(9)(10)(12)(27)(29) 13,047,06710,687,7066(29) 149,053144,63612(2) 834496(10) (814 ) (553 )6(10) - (264 )6(25) (951,973 ) (138,965 )6(28) 1,499,3671,750,1296(26) (117,156 ) (25,430 )(6,564,995 ) (2,259,039 )6(26)(34) (3,863 )-6(27) (39,941 ) (2,796 )6(24) (646,984 ) (96,492 )6(27) 5694226(27) (32,595 ) (6,941 )(10,458 ) (7,398 )13,19253,971384,235 (1,513,996 )9,753 (143,803 )(2,952,863 ) (15,444,299 )(96,996 ) (760,210 )(71,983 )43,46621,305 (3,741 )(3,045,977 ) (1,872,682 )(432,567 )223,0451,373,667 (291,741 )13,464 (11,214 )4,814,5905,160,159(420 ) (893 )4,644,4186,259,175268,324128,924(1,644,499 )1,983,59423,513580(3,753,462 )5,374,240(191,024 ) (45,941 )248,444,701106,043,602951,973138,965(1,502,089 ) (1,874,699 )(9,948,633 ) (1,076,137 )237,945,952 103,231,731 |
|---|---|
(Continued)
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX-MONTH PERIODS ENDED JUNE 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
(Reviewed, not audited)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through profit or loss Decrease (increase) in financial assets at amortised cost-current Decrease in financial assets for hedging (Increase) decrease in other receivables - related parties Increase in financial assets at amortised cost - non-current Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment property Acquisition of intangible assets Increase in guarantee deposits paid Decrease in guarantee deposits paid Increase in other non-current assets Net cash flow from acquisition of subsidiaries Cash dividend received Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Decrease in other payables - related parties Increase in long-term loans Decrease in long-term loans Increase in corporate bonds payable Decrease in corporate bonds payable Payments of lease liabilities Increase in guarantee deposits received Decrease in guarantee deposits received Other financing activities Net change in non-controlling interest Net cash flows used in financing activities Effect of exchange rate changes Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Six-monthperiod ended June 30 Notes 2022 2021 $15 $-21,421,525 (24,852,740 )11,447,249-(46,195 )36,247(126,633 ) (35,485 )6(35) (13,949,871 ) (4,125,435 )2,981,283112,8396(12) (2,725 )-6(35) (20,081 ) (9,137 )(3,857 ) (13,435 )3,6806,6126(35) (17,645,849 ) (14,902,029 )6(35) (123,469 )-6(35) 415,492251,6654,350,564 (43,530,898 )6(36) 346,7001,339,5486(36) (1,043,088 ) (1,339,548 )563 (122 )6(36) 17,292,8717,852,3616(36) (28,404,531 ) (32,879,016 )6(36) -5,044,3356(36) (4,000,000 ) (4,000,000 )6(10)(36) (6,552,308 ) (5,541,430 )6(36) 648,304331,4886(36) (549,497 ) (254,054 )6(20) (7 ) (5 )6(35) (414,083 ) (241,179 )(22,675,076 ) (29,687,622 )7,168,664 (427,872 )226,790,10429,585,339107,792,39644,096,485$334,582,500 $73,681,824 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Evergreen Marine Corporation (Taiwan) Ltd. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.) on September 25, 1968 and was established in the Republic of China. The Company and its subsidiaries (collectively referred herein as the “Group”) are mainly engaged in domestic and international marine transportation, shipping agency services, commercial port area ship repair services and the distribution of containers. The Company was approved by the Securities and Futures Bureau (SFB), Financial Supervisory Commission, Executive Yuan, R.O.C. to be a public company on November 2, 1982 and was further approved by the SFB to be a listed company on July 6, 1987. The Company’s shares have been publicly traded on the Taiwan Stock Exchange since September 21, 1987.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were reported to the Board of Directors on August 5, 2022.
- 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 2022 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations andAmendments | StandardsBoard |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment: | January 1, 2022 |
| proceeds before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts— | January 1, 2022 |
| cost of fulfilling a contract’ | |
| Annual improvements to IFRS Standards 2018–2020 | January 1, 2022 |
| The above standards and interpretations have no significant impact to the Group’s financial condition | |
| and financial performance based on the Group’s assessment. |
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:
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| Effective date by | |
|---|---|
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| 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 12, ‘Deferred tax related to assets and liabilities | January 1, 2023 |
| arising from a single transaction’ |
Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
- A. 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.
- B. Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’
The amendments require an entity to recognise deferred tax on particular transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences.
- (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 endorsed by the FSC are as follows:
| endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – comparative information' Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ |
To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
~13~
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Accounting Standard 34, ‘Interim Financial Reporting’ as endorsed by the FSC.
(2) Basis of preparation
-
A. Except for the following items, the consolidated 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 Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
~14~
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
-
B. Subsidiaries included in the consolidated financial statements:
| Name of Investor The Company The Company The Company The Company The Company The Company The Company Peony |
Name of Subsidiary TTSC Peony ETS EGH EIL EMA ESRC GMS |
Main business activities Cargo loading and discharging Investments in transport-related business Terminal Services Container shipping and agency services dealing with port formalities Agency services dealing with port formalities Container shipping Security industry Container shipping |
Ownership (%) | June 30, 2021 55.00 100.00 94.43 79.00 59.00 100.00 31.25 100.00 |
Description | |
|---|---|---|---|---|---|---|
| June 30, 2022 55.00 100.00 94.43 79.00 59.00 100.00 62.25 100.00 |
December 31, 2021 55.00 100.00 94.43 79.00 59.00 100.00 31.25 100.00 |
|||||
| (a) (h) |
~15~
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business June 30, December 31, June 30,
Investor Subsidiary activities 2022 2021 2021 Description
----- End of picture text -----
| Name of Investor |
Name of Subsidiary |
Main business activities |
June 30, 2022 |
December 31, 2021 |
June 30, 2021 |
Description |
|---|---|---|---|---|---|---|
| Peony | Clove | Investments in container | 100.00 | 100.00 | 100.00 | |
| yards and port terminals | ||||||
| Peony | EMU | Container shipping | 51.00 | 51.00 | 51.00 | |
| Peony | EHIC(M) | Manufacturing of | 84.44 | 84.44 | 84.44 | |
| dry steel containers | ||||||
| and container parts | ||||||
| Peony | KTIL | Loading, discharging, | 20.00 | 20.00 | 20.00 | (i) |
| storage, repairs and | ||||||
| cleaning of containers | ||||||
| Peony | MBPI | Containers storage | 95.03 | 95.03 | 95.03 | |
| and inspections of | ||||||
| containers at the | ||||||
| customs house | ||||||
| Peony | MBT | Inland transportation, | 17.39 | 17.39 | 17.39 | (i) |
| repairs and cleaning | ||||||
| of containers | ||||||
| Peony | EGK | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| Peony | EGT | Agency services dealing | 85.00 | 85.00 | 85.00 | |
| with port formalities | ||||||
| Peony | EGI | Agency services dealing | 99.99 | 99.99 | 99.99 | |
| with port formalities | ||||||
| Peony | EAU | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| Peony | EIT | Agency services dealing | 55.00 | 55.00 | 55.00 | |
| with port formalities | ||||||
| Peony | EES | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| Peony | ERU | Agency services dealing | 51.00 | 51.00 | 51.00 | |
| with port formalities | ||||||
| Peony | EEU | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities |
~16~
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business June 30, December 31, June 30,
Investor Subsidiary activities 2022 2021 2021 Description
----- End of picture text -----
| Name of Investor |
Name of Subsidiary |
Main business activities |
June 30, 2022 |
December 31, 2021 |
June 30, 2021 |
Description |
|---|---|---|---|---|---|---|
| Peony | ESA | Agency services dealing | 55.00 | 55.00 | 55.00 | |
| with port formalities | ||||||
| Peony | EGB | Real estate leasing | 95.00 | 95.00 | 95.00 | |
| Peony | EGM | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| Peony | EGH | Container shipping and | 1.00 | 1.00 | 1.00 | (i) |
| agency services dealing | ||||||
| with port formalities | ||||||
| Peony | EGV | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| EGH | Ever shine | Management consultancy | 100.00 | 100.00 | 100.00 | |
| (Shanghai) | and self-owned property | |||||
| leasing | ||||||
| EGH | Ever shine | Management consultancy | 100.00 | 100.00 | 100.00 | |
| (Ningbo) | and self-owned property | |||||
| leasing | ||||||
| EGH | Ever shine | Management consultancy | 100.00 | 100.00 | 100.00 | |
| (Shenzhen) | and self-owned property | |||||
| leasing | ||||||
| EGH | Ever shine | Management consultancy | 100.00 | 100.00 | 100.00 | |
| (Qingdao) | and self-owned property | |||||
| leasing | ||||||
| EGH | ECN | Agency services dealing | 65.00 | 65.00 | 65.00 | |
| with port formalities | ||||||
| EGH | KTIL | Loading, discharging, | 20.00 | 20.00 | 20.00 | (i) |
| storage, repairs and | ||||||
| cleaning of containers | ||||||
| EGH | EKH | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| EGH | EPE | Agency services dealing | 60.00 | 60.00 | 60.00 | |
| with port formalities | ||||||
| EGH | ECO | Agency services dealing | 75.00 | 75.00 | 75.00 | |
| with port formalities |
~17~
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business June 30, December 31, June 30,
Investor Subsidiary activities 2022 2021 2021 Description
----- End of picture text -----
| Investor | Subsidiary | activities | 2022 | 2021 | 2021 | Description |
|---|---|---|---|---|---|---|
| EGH | ECL | Agency services dealing | 60.00 | 60.00 | 60.00 | |
| with port formalities | ||||||
| EGH | EMX | Agency services dealing | 60.00 | 60.00 | 60.00 | |
| with port formalities | ||||||
| EGH | EGRC | Agency services dealing | 60.00 | 60.00 | 60.00 | |
| with port formalities | ||||||
| EGH | EIL | Agency services dealing | 1.00 | 1.00 | 1.00 | (i) |
| with port formalities | ||||||
| EGH | ELA | Management consultancy | 100.00 | 100.00 | 100.00 | |
| EGH | EBR | Agency services dealing | 60.00 | 60.00 | 60.00 | |
| with port formalities | ||||||
| EGH | EGP | Agency services dealing | 100.00 | 100.00 | 100.00 | |
| with port formalities | ||||||
| EGH | EAR | Agency services dealing | 60.00 | 60.00 | 60.00 | (b) |
| with port formalities | ||||||
| EGH | ESAU | Agency services dealing | 60.00 | 60.00 | - | (c) |
| with port formalities | ||||||
| EGH | UMS | Agency services dealing | 100.00 | 100.00 | - | (d) |
| with port formalities | ||||||
| EMA | ETR | Agency services dealing | 60.00 | 60.00 | - | (e) |
| with port formalities | ||||||
| EMA | EGJ | Agency services dealing | 100.00 | - | - | (f) |
| with port formalities | ||||||
| EMA | EBPI | Computer system services | 100.00 | - | - | (g) |
| and terminal logistics | ||||||
| ETS | Whitney | Investments and | 100.00 | 100.00 | 100.00 | |
| leases of operating | ||||||
| machinery and | ||||||
| equipment of port | ||||||
| terminals |
~18~
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----- Start of picture text -----
Ownership (%)
Name of Name of Main business June 30, December 31, June 30,
Investor Subsidiary activities 2022 2021 2021 Description
----- End of picture text -----
| Investor | Subsidiar | y activities |
2022 | 2021 | 2021 | Description |
|---|---|---|---|---|---|---|
| EMU | KTIL | Loading, discharging, | 20.00 | 20.00 | 20.00 | (i) |
| storage, repairs and | ||||||
| cleaning of containers | ||||||
| Clove | ETS | Terminal Services | 5.57 | 5.57 | 5.57 | (i) |
| MBPI | MBT | Inland transportation, | 72.95 | 72.95 | 72.95 | |
| repairs and cleaning | ||||||
| of containers |
-
(a) In order to strengthen the Company’s operational competitiveness, the Company planned to establish a wholly-owned subsidiary, EMA, in Singapore with an investment amount of USD 50,000 as resolved by the Board of Directors on March 22, 2021, and the capital injection was completed on June 8, 2021. The company is primarily engaged in container shipping.
-
(b) On March 31, 2020, the Board of Directors of the Company and the subsidiary, EGH, resolved to establish a subsidiary, EAR, in Argentina. The capital for establishment is ARS 15,000, and the capital injection was completed on May 11, 2021. The subsidiary is primarily engaged in container shipping and agency services dealing with port formalities.
-
(c) On June 22, 2020, the Board of Directors of the Company and the subsidiary, EGH, resolved to establish a subsidiary, ESAU, in Arabia. The capital for establishment is SAR 3,000, and the capital injection was completed on August 4, 2021. The subsidiary is primarily engaged in container shipping and agency services dealing with port formalities.
-
(d) On June 23, 2021, the Board of Directors of the subsidiary, EGH, resolved to make an equity transaction. EGH acquired 85% and 15% equity interests of UMS from the other related party, Evergreen International S.A., and a non-related party, respectively, and obtained the control over UMS. The transaction date was July 1, 2021 and the transaction amount was USD 300 (approx. $8,373).
-
(e) On April 22, 2021, the Board of Directors of the subsidiary, EMA, resolved to establish a subsidiary, ETR, in Turkey. The capital for establishment is TRY4,000, 25% and 75% of the capital injection were completed on October 12, 2021 and May 17, 2022 respectively. The subsidiary is primarily engaged in container shipping and agency services dealing with port formalities.
-
(f) On November 5, 2021, the Board of Directors of the subsidiary, EMA, resolved to make an equity transaction. EMA acquired 100% equity interests of EGJ from the other related party, Evergreen International S.A., and obtained the control over EGJ. The transaction date was January 1, 2022 and the transaction amount was USD 15,534 (approx. $429,597).
~19~
-
(g) On March 4, 2022, the Board of Directors of the subsidiary, EMA, resolved to establish a subsidiary, EBPI, in US. The capital for establishment is USD2,000, and the capital injection was completed on May 23, 2022. The subsidiary is primarily engaged in computer system services and terminal logistics.
-
(h) On March 15, 2022, the Board of Directors of the Company resolved to acquire 31% equity interests in ESRC from the associate, EVA. Together with 31.25% equity interests previously held by the Company, the Company held a total of 62.25% equity interests in ESRC after the merger and obtained control over ESRC. The transaction date was April 1, 2022 and the transaction amount was $192,038.
-
(i) This company was included in the consolidated financial statements, given the comprehensive shareholding ratio and the majority voting rights on the Board of Directors held by the Group, resulting in the Group obtaining control over the company.
-
C. Subsidiary not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: As of June 30, 2022, December 31, 2021 and June 30, 2021, the non-controlling interest amounted to $34,847,058, $30,537,054 and $18,386,857, respectively. The information of non-controlling interest and respective subsidiaries is as follows:
| Name of subsidiary |
Principal place ofbusiness U.K. Hong Kong Principal place of business U.K. Hong Kong |
Ownership Ownership Amount (%) Amount (%) 13,286,491 $ 49% 11,811,400 $ 49% 20,975,035 20% 17,985,999 20% Ownership Amount (%) 9,350,912 $ 49% 8,396,990 20% Non-controllinginterest June 30,2022 December31,2021 Non-controllinginterest June 30,2021 |
Ownership Ownership Amount (%) Amount (%) 13,286,491 $ 49% 11,811,400 $ 49% 20,975,035 20% 17,985,999 20% Ownership Amount (%) 9,350,912 $ 49% 8,396,990 20% Non-controllinginterest June 30,2022 December31,2021 Non-controllinginterest June 30,2021 |
Description |
|---|---|---|---|---|
| Ownership Amount (%) 13,286,491 $ 49% 20,975,035 20% June 30,2022 |
||||
| Amount 13,286,491 $ 20,975,035 |
||||
| EMU EGH Name of subsidiary |
Description | |||
| Amount 9,350,912 $ 8,396,990 |
||||
| EMU EGH |
~20~
Summarised financial information of the subsidiaries:
Balance sheets
| Balance sheets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| EMU | |||||||||
| June 30, 2022 | December 31, 2021 | June 30, 2021 | |||||||
| Current assets | $ | 6,448,008 |
$ | 3,305,102 |
$ | 16,781,565 |
|||
| Non-current assets | 37,329,312 | 37,041,827 | 39,277,081 | ||||||
| Current liabilities | ( | 8,111,422) |
( | 10,221,113) |
( | 18,135,786) |
|||
| Non-current liabilities | ( | 8,550,611) |
( | 6,020,919) |
( | 18,839,366) |
|||
| Total net assets | $ | 27,115,287 | $ | 24,104,897 |
$ | 19,083,494 |
|||
| EGH | |||||||||
| June 30, 2022 | December31,2021 | June 30,2021 | |||||||
| Current assets | $ | 115,076,051 |
$ | 96,467,199 |
$ | 53,180,698 |
|||
| Non-current assets | 51,137,126 | 57,706,581 |
51,671,612 | ||||||
| Current liabilities | ( | 35,920,547) |
( | 42,005,515) |
( | 33,317,649) |
|||
| Non-current liabilities | ( | 27,211,203) |
( | 24,121,256) |
( | 30,320,635) |
|||
| Total net assets | $ | 103,081,427 | $ | 88,047,009 |
$ | 41,214,026 |
Statements of comprehensive income
| EMU | EMU | ||||
|---|---|---|---|---|---|
| Three-month period ended | Three-month period ended | ||||
| June 30, 2022 | June 30,2021 | ||||
| Revenue | $ | 3,286,928 |
$ | 16,738,679 | |
| Profit before income tax | $ | 678,674 |
$ | 7,715,398 |
|
| Income tax expense | ( | 3,366) |
( | 7,074) |
|
| Profit for the period from | |||||
| continuing operations | 675,308 | 7,708,324 |
|||
| Other comprehensive (loss) income, | |||||
| net of tax | ( | 4,856) |
1,495 | ||
| Total comprehensive income | |||||
| for the period | $ | 670,452 | $ | 7,709,819 | |
| Comprehensive income attributable | |||||
| to non-controlling interest | $ | 328,522 | $ | 3,777,812 |
~21~
| EMU | EMU | EMU | EMU | |||
|---|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Revenue | $ | 6,279,440 | $ | 31,260,599 | ||
| Profit before income tax | $ | 1,224,631 |
$ | 12,272,096 |
||
| Income tax expense | ( | 6,661) |
( | 13,871) |
||
| Profit for the period from | ||||||
| continuing operations | 1,217,970 |
12,258,225 | ||||
| Other comprehensive (loss) income, | ||||||
| net of tax | ( | 4,544) |
795 |
|||
| Total comprehensive income | ||||||
| for the period | $ | 1,213,426 |
$ | 12,259,020 | ||
| Comprehensive income attributable | ||||||
| to non-controlling interest | $ | 594,579 |
$ | 6,006,920 | ||
| EGH | ||||||
| Three-month period ended | Three-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Revenue | $ | 20,952,086 | $ | 26,833,909 |
||
| Profit before income tax | $ | 15,786,514 |
$ | 14,526,902 |
||
| Income tax expense | ( | 1,133,367) |
( | 562,144) |
||
| Profit for the period from | ||||||
| continuing operations | 14,653,147 | 13,964,758 | ||||
| Other comprehensive (loss) income, | ||||||
| net of tax | ( | 207,639) |
50,010 | |||
| Total comprehensive income | ||||||
| for the period | $ | 14,445,508 |
$ | 14,014,768 | ||
| Comprehensive income attributable | ||||||
| to non-controlling interest | $ | 3,054,656 |
$ | 2,890,497 | ||
| Dividends paid to non-controlling | ||||||
| interest | $ | 239,550 |
$ | 91,320 |
~22~
| EGH | EGH | EGH | ||||
|---|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Revenue | $ | 56,459,108 | $ | 49,175,777 | ||
| Profit before income tax | $ | 37,974,648 |
$ | 27,063,881 |
||
| Income tax expense | ( | 2,132,268) |
( | 1,049,266) |
||
| Profit for the period from | ||||||
| continuing operations | 35,842,380 | 26,014,615 |
||||
| Other comprehensive (loss) income, | ||||||
| net of tax | ( | 165,395) |
28,034 |
|||
| Total comprehensive income | ||||||
| for the period | $ | 35,676,985 | $ | 26,042,649 |
||
| Comprehensive income attributable | ||||||
| to non-controlling interest | $ | 7,497,826 |
$ | 5,364,576 |
||
| Dividends paid to non-controlling | ||||||
| interest | $ | 5,769,651 |
$ | 148,520 | ||
| Statements of cash flows | ||||||
| EMU | ||||||
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30, 2021 | |||||
| Net cash provided by operating | $ | 3,334,218 |
$ | 14,704,840 |
||
| activities | ||||||
| Net cash used in investing activities | ( | 139,028) |
( | 290,055) |
||
| Net cash used in financing activities | ( | 1,414,853) |
( | 11,103,795) |
||
| Effect of exchange rates on cash and | ||||||
| cash equivalents | 154,091 | ( | 29,999) |
|||
| Increase in cash and cash equivalents | 1,934,428 | 3,280,991 | ||||
| Cash and cash equivalents, | ||||||
| beginning of period | 1,432,318 | 2,524,302 | ||||
| Cash and cash equivalents, | ||||||
| end of period | $ | 3,366,746 |
$ | 5,805,293 |
~23~
| EGH | EGH | EGH | ||||
|---|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Net cash provided by operating | $ | 45,554,217 |
$ | 38,244,383 |
||
| activities | ||||||
| Net cash from (used in) investing | ||||||
| activities | 12,513,650 | ( | 8,433,693) |
|||
| Net cash used in financing activities | ( | 14,997,639) |
( | 15,968,023) |
||
| Effect of exchange rates on cash and | ||||||
| cash equivalents | 3,955,525 | ( | 106,083) |
|||
| Increase in cash and cash equivalents | 47,025,753 |
13,736,584 | ||||
| Cash and cash equivalents, | ||||||
| beginning of period | 34,712,792 | 7,876,051 | ||||
| Cash and cash equivalents, | ||||||
| end of period | $ | 81,738,545 |
$ | 21,612,635 |
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Group’s 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.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, 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’.
~24~
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group 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 Group 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 Group 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.
-
-
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
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- (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(6) 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.
(7) 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 Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(8) 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 Group 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 Group’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group 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 other income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
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-
(b) Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognised in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.
-
(9) 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 Group’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 Group 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 Group’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.
-
(10) Notes, accounts and other receivables
-
A. Notes and account receivable entitle the Group 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 service are classified as other receivables.
-
B. The short-term notes receivable, accounts receivable and other receivables without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
(11) 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 Group 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 Group recognises the impairment provision for lifetime ECLs.
(12) Derecognition of financial assets
The Group 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.
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-
B. The contractual rights to receive cash flows from the financial asset have been transferred and the Group 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 Group has not retained control of the financial asset.
-
(13) Operating leases (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.
-
(14) 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.
The perpetual inventory system is adopted for steel inventory recognition. Steel inventories are stated at cost. The cost is determined using the weighted-average method. At the end of period, inventories are evaluated at the lower of cost or net realisable value, and the individual item approach is used in the comparison of cost and net realisable value. The calculation of net realisable value should be based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses.
-
(15) Investments accounted for using equity method / associates
-
A. Associates are all entities over which the Group 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.
-
B. The Group’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 Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity that are not recognised in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognises the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealised gains and loss on transactions between the Group and its associates are eliminated to the extent of the Group’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 Group.
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-
E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for using 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 Group’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.
-
F. Upon loss of significant influence over an associate, the Group 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.
-
G. When the Group 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.
-
H. When the Group 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 still retains significant influence over this associate, then the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.
(16) 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 Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
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- D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings (Including repairments) 3 ~ 115 years
Loading and unloading equipment 3 ~ 20 years Ships (Except for docking repair and scrubber) 18 ~ 25 years
Ships (Docking repair) 2.5 ~ 5 years
Ships (Scrubber) 10 years
Transportation equipment 6 ~ 10 years
Other equipment 2 ~ 20 years
The above docking repair and scrubber pertain to the significant components of ships.
-
(17) 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 Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:
-
(a) Fixed payments, less any lease incentives receivable;
-
(b) Variable lease payments that depend on an index or a rate; and
-
(c) The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option.
-
The Group 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
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-
(d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
-
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.
(18) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 15 ~ 55 years.
(19) Intangible assets
-
A. Computer software
-
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 2 ~ 5 years.
-
B. Goodwill
Goodwill arises in a business combination accounted for by applying the acquisition method.
- C. Customer relationship
Customer relationship arises from the business combination is measured initially at their fair values at the acquisition date. Customer relationship has a finite useful life and are amortised on a straight-line basis over their estimated useful lives of 2 ~ 17 years.
-
(20) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising 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.
-
B. The recoverable amounts of goodwill are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.
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(21) 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.
(22) Accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
(23) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges or financial liabilities at fair value through profit or loss. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss at initial recognition:
-
(a) Hybrid (combined) contracts; or
-
(b) They eliminate or significantly reduce a measurement or recognition inconsistency; or
-
(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 Group measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
(24) Bonds payable
- Ordinary corporate bonds issued by the Group are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortised to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
(25) 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
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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 options’.
(26) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(27) 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.
(28) Hedge accounting
-
A. At the inception of the hedging relationship, there is formal designation and documentation of the hedging relationship and the Group’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 Group will assess whether the hedging relationship meets the hedge effectiveness requirements.
-
B. The Group designates the hedging relationship as 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.
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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 Group shall remove that amount from the cash flow hedge reserve and include it directly in the initial cost or other carrying amount of the asset or liability.
-
ii. For cash flow hedges other than those covered by item i. above, that amount shall be reclassified from the cash flow hedge reserve to profit or loss as a reclassification adjustment in the same period or periods during which the hedged expected future cash flows affect profit or loss.
-
iii. If that amount is a loss and the Group 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.
(29) 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.
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-
(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 Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group 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.
-
iv. Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. Also, the related information is disclosed accordingly.
-
-
C. Termination benefits
-
Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group 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 Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
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(30) 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 consolidated 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 Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
-
F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from 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.
-
G. The interim period income tax expense is recognised based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly.
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- H. If a change in tax rate is enacted or substantively enacted in an interim period, the Group recognises the effect of the change immediately in the interim period in which the change occurs. The effect of the change on items recognised outside profit or loss is recognised in other comprehensive income or equity while the effect of the change on items recognised in profit or loss is recognised in profit or loss.
(31) 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.
(32) Revenue recognition
-
A. Sales of services
-
Revenue from delivering services is recognised under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognised only to the extent that contract costs incurred are likely to be recoverable. 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 Group 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.
(33) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group 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 Group recognises expenses for the related costs for which the grants are intended to compensate.
(34) Business combinations
- A. The Group 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 acquisitionrelated 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 Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and
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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.
(35) Operating segments
The Group’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.
- CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’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 Group’s accounting policies
-
Lease term
In determining the lease term, the Group 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 Group 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 Group’s control, the lease term will be re-estimated.
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(2) Critical accounting estimates and assumptions
Revenue recognition
The Group primarily engages in global container shipping service covering ocean-going and near-sea shipping line. Despite the Group 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 Group. Therefore, the Group could recognise freight revenue in accordance with the data on bill of lading reports generated from the system, accompanied by estimation made from past experience and current cargo loading conditions the revenue that would flow in. Since oceangoing shipping often lasts for several days, voyages are sometimes completed after the balance sheet date. Also, demands for freight are consistently sent by forwarders during voyage. Due to the factors mentioned above, freight revenue is recognised under the percentage-of-completion method for each vessel during the reporting period. As the estimation of freight revenue are subject to management’s judgement, therefore freight revenue involves high uncertainty. Given the conditions mentioned above, this may result in adjustments to the estimation amounts.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | |||
|---|---|---|---|
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits |
June30,2022 63,428 $ 41,681,270 292,837,802 334,582,500 $ |
December31,2021 28,314 $ 27,512,861 80,251,221 107,792,396 $ |
June30,2021 26,593 $ 29,490,538 44,164,693 |
| 73,681,824 $ |
-
A. The Group 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 Group has no cash and cash equivalents pledged to others.
(2) Financial assets at fair value through other comprehensive income
| Items Non-current items: Equity instruments Listed (TSE) stocks Unlisted stocks Valuation adjustment |
June 30,2022 490,801 $ 207,607 698,408 1,349,713 2,048,121 $ |
December31,2021 490,801 $ 199,744 690,545 1,432,836 2,123,381 $ |
June 30,2021 |
|---|---|---|---|
| 490,801 $ 200,782 |
|||
| 691,583 1,366,917 |
|||
| 2,058,500 $ |
~39~
-
A. The Group 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 $2,048,121, $2,123,381 and $2,058,500 as at June 30, 2022, December 31, 2021 and June 30, 2021, respectively.
-
B. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
==> picture [460 x 396] intentionally omitted <==
----- Start of picture text -----
Three-month period ended Three-month period ended
June 30, 2022 June 30, 2021
Equity instruments at fair value
through other comprehensive
income
Fair value change recognised in
other comprehensive (loss )
income ($ 239,602) $ 281,720
Income tax recognised in other
comprehensive (loss) income ($ 1,492) $ 12,392
Dividend income recognised in
profit or loss - Held at end of
period $ 90,638 $ 4,156
Six-month period ended Six-month period ended
June 30, 2022 June 30, 2021
Equity instruments at fair value
through other comprehensive
income
Fair value change recognised in
other comprehensive (loss )
income ($ 113,689) $ 403,182
Income tax recognised in other
comprehensive income $ 14,012 $ 8,993
Dividend income recognised in
profit or loss - Held at end of
$ 117,156 $ 25,430
period
----- End of picture text -----
- C. Information relating to fair value of financial assets at fair value through other comprehensive income is provided in Note 12(3).
~40~
(3) Financial assets at amortised cost
==> picture [478 x 227] intentionally omitted <==
----- Start of picture text -----
Items June 30, 2022 December 31, 2021 June 30, 2021
Current items:
Time deposits exceeding $ 76,268,225 $ 90,974,717 $ 31,604,937
3 months
Restricted reserve
account 950,745 2,195,962 22
Financial bonds 50,000 50,000 -
-
Pledged time deposits 11,230 9,000
$ 77,280,200 $ 93,229,679 $ 31,604,959
Non-current items:
Financial bonds $ 50,000 $ 50,000 $ 100,000
Pledged time deposits 301,460 264,791 255,942
Time deposits exceeding
1 year 171,744 72,728 28,153
$ 523,204 $ 387,519 $ 384,095
----- 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 Interest income |
Three-month period ended June 30, 2022 122,431 $ Six-month period ended June 30,2022 236,041 $ |
Three-month period ended June 30,2021 |
| 22,549 $ |
||
| Six-month period ended June 30,2021 41,235 $ |
-
B. As at June 30, 2022, December 31, 2021 and June 30, 2021, 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 Group was $77,803,404, $93,617,198 and $31,989,054, respectively.
-
C. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
-
D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Group’s investments in certificates of deposits are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.
-
E. The aforementioned restricted reserve account pertains to a bank account that was opened for specific purposes.
~41~
(4) Hedging financial assets
To hedge the impact of expected variable exchange rate risk arising from US dollar denominated equipment payable, the Company designated US dollar denominated restricted time deposits as the hedging instruments for hedging the highly probable foreign exchange variation of future US dollar denominated equipment payable and adopted cash flow hedge accounting. Moreover, the effective portion with respect to the changes in the hedging instruments caused by exchange rate risk is deferred to recognise in gains (loss) on hedging instruments, which is under other equity interest, and will be reclassified to the acquisition of property, plant and equipment when the hedged items are occurred. Details of relevant transactions are as follows:
| Details of relevant transactions are as follows: | ||
|---|---|---|
| Designated as Hedged items hedging instruments Contractperiod Expected US dollar denominated equipment payable US dollar denominated restricted time deposits 2021.7.27~2024.6.30 Designated as Hedgeditems hedginginstruments Contract period Expected US dollar denominated equipment payable US dollar denominated restricted time deposits 2021.7.27~2023.4.30 June 30, 2022 December31,2021 |
June 30, 2022 | |
| Book value | ||
| 14,177,408 $ |
||
| Book value | ||
| 24,514,739 $ |
||
A. Time deposits designated as hedges (recorded as financial assets for hedging)
Cash flow hedges:Exchange rate risk Time deposits designated as hedges Current assets Non-current assets |
June 30,2022 9,531,583 $ 4,645,825 14,177,408 $ |
December31,2021 |
|---|---|---|
| 23,026,075 $ 1,488,664 |
||
| 24,514,739 $ |
~42~
B. Other equity - cash flow hedge reserve
| Other equity - cash flow hedge reserve | |
|---|---|
| 2022 At April 1 275,762 $ Less : Reclassified to property, plant and equipment as the hedged item has affected profit or loss 78,633) ( Add : Loss on hedge effectiveness -amount recognised in other comprehensive income 594,241 At June 30 791,370 $ 2022 At January 1 314,473) ($ Less: Reclassified to property, plant and equipment as the hedged item has affected profit or loss 49,434) ( Add : Loss on hedge effectiveness -amount recognised in other comprehensive income 1,155,277 At June 30 791,370 $ |
2021 |
| - $ - - - $ 2021 - $ - - |
|
| - $ |
-
C. As of June 30, 2022, there were no ineffective portion to be recognised in profit or loss for the unwritten-off cash flow hedge transactions.
-
D. The above restricted time deposits designated as hedges pertain to an account that was used exclusively for specific purposes.
(5) Notes and accounts receivable
| June 30,2022 | December31,2021 | December31,2021 | June 30,2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Notes receivable | $ | 375,963 |
$ | 357,461 |
$ | 256,365 |
|||
| Less: Allowance for bad | |||||||||
| debts | ( | 23) |
- | - | |||||
| $ | 375,940 | $ | 357,461 | $ | 256,365 |
||||
| Accounts receivable | |||||||||
| (including related parties) | $ | 50,671,510 |
$ | 41,184,892 |
$ | 37,847,951 |
|||
| Less: Allowance for bad | |||||||||
| debts | ( | 5,086) |
( | 4,494) |
( | 7,259) |
|||
| $ | 50,666,424 | $ | 41,180,398 | $ | 37,840,692 |
~43~
A. The ageing analysis of accounts receivable and notes receivable are as follows:
| Not past due Up to 30 days 31 to 180 days Not past due Up to 30 days 31 to 180 days |
Accounts Notes Accounts Notes receivable receivable receivable receivable 41,357,965 $ 367,239 $ 29,159,450 $ 302,205 $ 8,172,014 8,708 10,942,351 55,256 1,141,531 16 1,083,091 - 50,671,510 $ 375,963 $ 41,184,892 $ 357,461 $ Accounts Notes receivable receivable 31,129,501 $ 256,365 $ 6,319,491 - 398,959 - 37,847,951 $ 256,365 $ June 30,2022 December31,2021 June 30, 2021 |
Accounts Notes Accounts Notes receivable receivable receivable receivable 41,357,965 $ 367,239 $ 29,159,450 $ 302,205 $ 8,172,014 8,708 10,942,351 55,256 1,141,531 16 1,083,091 - 50,671,510 $ 375,963 $ 41,184,892 $ 357,461 $ Accounts Notes receivable receivable 31,129,501 $ 256,365 $ 6,319,491 - 398,959 - 37,847,951 $ 256,365 $ June 30,2022 December31,2021 June 30, 2021 |
|---|---|---|
| 256,365 $ - - |
||
| 256,365 $ |
The above ageing analysis was based on past due date.
-
B. As of June 30, 2022, December 31, 2021, June 30, 2021 and January 1, 2021, the balances of notes and accounts receivable (including related parties) from contracts with customers amounted to $51,042,364, $41,537,859, $38,097,057 and $29,918,623, respectively.
-
C. The Group has no notes and accounts receivable held by the Group pledged to others.
-
D. As at June 30, 2022, December 31, 2021 and June 30, 2021, 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 Group’s notes receivable were $375,940, $357,461 and $256,365, respectively; and the amount that best represents the Group’s accounts receivable were $50,666,424, $41,180,398 and $37,840,692, respectively.
-
E. Information relating to credit risk of notes receivable and accounts receivable is provided in Note 12(2).
~44~
(6) Inventories
| Inventories | |||
|---|---|---|---|
| Other current assets Ship fuel Steel and others Ship fuel Steel and others Ship fuel Steel and others Shipowner's accounts Agency accounts Temporary debits |
Cost 8,595,200 $ 646,929 9,242,129 $ Cost 5,240,840 $ 596,688 5,837,528 $ Cost 4,227,038 $ 561,368 4,788,406 $ June 30,2022 3,309 $ 1,732,243 1,451,196 3,186,748 $ |
Allowance for valuation loss - $ - - $ Allowance for valuation loss - $ - - $ Allowance for valuation loss - $ - - $ June30,2022 December31,2021 June 30,2021 December31,2021 6,679 $ 3,411,873 836,417 4,254,969 $ |
Bookvalue 8,595,200 $ 646,929 9,242,129 $ |
| Bookvalue 5,240,840 $ 596,688 |
|||
| 5,837,528 $ |
|||
| Book value | |||
| 4,227,038 $ 561,368 |
|||
| 4,788,406 $ |
|||
| June 30,2021 | |||
| 739,980 $ 3,097,733 761,915 |
|||
| 4,599,628 $ |
(7) Other current assets
A. Shipowner’s accounts:
Temporary accounts, between Evergreen Line, constituted by the Group, Evergreen International S.A., Italia Marittima S.p.A., and Evergreen Marine (Singapore) Pte. Ltd., and Gaining Enterprise S.A. incurred due to foreign port formalities and pier rental expenses.
B. Agency accounts:
The Group entered into agency agreements with its related parties, whereby the related parties act as the Group’s agents to deal with domestic and foreign port formalities, such as arrival and departure of the Group’s ships, cargo stevedoring and forwarding, freight collection, and payment of expenses incurred in domestic and foreign ports.
~45~
C. Temporary debits:
Temporary debits are mainly subject to the account of settlements between other carriers and the OCEAN Alliance, which Evergreen Line 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.
(8) Investments accounted for using equity method
A. Details of long-term equity investments accounted for using equity method are set forth below:
| Evergreen International Storage and Transport Corporation EVA Airways Corporation Taipei Port Container Terminal Corporation Charng Yang Development Co., Ltd. Ningbo Victory Container Co., Ltd. Ever Ecove Corporation Luanta Investment (Netherlands) N.V. Balsam Investment (Netherlands) N.V. Colon Container Terminal S.A. Others |
June30,2022 11,331,594 $ 12,645,607 1,789,586 533,720 324,452 302,497 787,412 8,600,695 3,539,893 1,038,995 40,894,451 $ |
December31,2021 10,956,117 $ 12,812,215 1,694,351 561,169 341,659 299,567 710,843 4,839,068 3,119,026 1,084,598 36,418,613 $ |
June30,2021 |
|---|---|---|---|
| 11,136,646 $ 11,346,725 1,594,622 529,549 327,420 302,805 1,759,671 2,766,398 3,082,966 901,884 |
|||
| 33,748,686 $ |
~46~
B. Associates
- (a) The basic information of the associates that are material to the Group is as follows:
| Companyname Evergreen International Storage and Transport Corporation EVA Airways Corporation |
Principal place of business June 30, 2022 December 31,2021 June 30, 2021 TW 40.36% 40.36% 40.36% TW 14.69% 15.11% 15.44% Ownership(%) |
Principal place of business June 30, 2022 December 31,2021 June 30, 2021 TW 40.36% 40.36% 40.36% TW 14.69% 15.11% 15.44% Ownership(%) |
Principal place of business June 30, 2022 December 31,2021 June 30, 2021 TW 40.36% 40.36% 40.36% TW 14.69% 15.11% 15.44% Ownership(%) |
Nature of relationship Methods of measurement With a right over 20% to vote Equity method Have a right to vote in the Board of Directors Equity method |
|---|---|---|---|---|
| 40.36% 15.11% |
40.36% 15.44% |
- (b) The summarised financial information of the associates that are material to the Group is as follows:
Balance sheet
Evergreen International Storage and Transport Corporation
| June30,2022 | December31,2021 | December31,2021 | June30,2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Current assets | $ | 12,202,958 |
$ | 11,651,185 |
$ | 11,051,111 |
|||
| Non-current assets | 30,794,551 | 30,154,095 | 29,151,587 | ||||||
| Current liabilities | ( | 4,156,308) |
( | 3,735,556) |
( | 2,835,539) |
|||
| Non-current liabilities | ( | 10,076,385) |
( | 10,338,771) |
( | 9,390,587) |
|||
| Total net assets | $ | 28,764,816 | $ | 27,730,953 | $ | 27,976,572 | |||
| Share in associate's net | $ | 11,452,152 |
$ | 11,074,175 |
$ | 11,241,193 |
|||
| assets | |||||||||
| Unrealized income with | |||||||||
| affiliated companies | ( | 120,558) |
( | 118,058) |
( | 104,547) |
|||
| Carrying amount of the | |||||||||
| associate | $ | 11,331,594 | $ | 10,956,117 | $ | 11,136,646 |
~47~
| EVA Airways Corporation | EVA Airways Corporation | EVA Airways Corporation | EVA Airways Corporation | EVA Airways Corporation | EVA Airways Corporation | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | 2022 | December31,2021 | June 30,2021 | |||||||
| Current assets | 71,001,640 $ |
$ | 65,182,413 |
$ | 58,589,990 |
|||||
| Non-current assets | 249,705,581 |
260,131,637 | 265,492,556 | |||||||
| Current liabilities | ( | 55,940,566) |
( | 46,637,622) |
( | 51,015,981) |
||||
| Non-current liabilities | ( | 170,345,197) |
( | 185,969,070) |
( | 193,486,561) |
||||
| Total net assets | 94,421,458 $ |
$ | 92,707,358 |
$ | 79,580,004 |
|||||
| Share in associate's net | ||||||||||
| assets | 12,645,607 $ |
$ | 12,812,215 |
$ | 11,346,725 | |||||
| Statement of comprehensive income | ||||||||||
| Evergreen InternationalStorage and | TransportCorporation | |||||||||
| Three-month period ended | Three-month period ended | |||||||||
| June | 30,2022 | June 30, 2021 | ||||||||
| Revenue | $ | 4,681,133 | $ | 1,729,027 | ||||||
| Profit for the period | $ | 1,421,869 |
$ | 224,563 |
||||||
| Other comprehensive (loss) | ||||||||||
| income, net of tax | ( | 1,157,345) |
4,089,510 |
|||||||
| Total comprehensive income | $ | 264,524 | $ | 4,314,073 |
||||||
| Dividends received from | associates | $ | 172,277 | $ | 129,208 |
|||||
| Evergreen International Storage and | Transport Corporation | |||||||||
| Six-month period ended | Six-month period ended | |||||||||
| June | 30,2022 | June30,2021 | ||||||||
| Revenue | $ | 8,918,442 | $ | 3,426,464 | ||||||
| Profit for the period | $ | 2,108,624 |
$ | 387,476 |
||||||
| Other comprehensive (loss) | ||||||||||
| income, net of tax | ( | 685,050) |
4,559,509 | |||||||
| Total comprehensive income | $ | 1,423,574 | $ | 4,946,985 | ||||||
| Dividends received from | associates | $ | 172,277 | $ | 129,208 | |||||
| EVA Airways Corporation | ||||||||||
| Three-month | period ended | Three-month period ended | ||||||||
| June | 30,2022 | June 30,2021 | ||||||||
| Revenue | $ | 33,331,383 | $ | 24,162,958 | ||||||
| Profit for the period | $ | 1,988,072 |
$ | 97,009 |
||||||
| Other comprehensive (loss) | ||||||||||
| income, net of tax | ( | 2,482,818) |
3,053,678 | |||||||
| Total comprehensive (loss) income | ($ | 494,746) | $ | 3,150,687 | ||||||
| Dividends received from | associates | $ | 464,596 | $ | - |
~48~
EVA Airways Corporation
| EVA Airway | EVA Airway | s Corporation | s Corporation | ||
|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | ||||
| June 30,2022 | June 30,2021 | ||||
| Revenue | $ | 63,421,829 | $ | 43,841,768 |
|
| Profit (loss) for the period | $ | 5,404,959 |
($ | 2,102,176) |
|
| Other comprehensive (loss) | |||||
| income, net of tax | ( | 4,258,182) |
2,907,969 |
||
| Total comprehensive income | $ | 1,146,777 |
$ | 805,793 |
|
| Dividends received from associates | $ | 464,596 | $ | - |
-
(c) The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarised below:
-
As of June 30, 2022, December 31, 2021 and June 30, 2021, the carrying amount of the Group’s individually immaterial associates amounted to $16,917,250, $12,650,281 and $11,265,315, respectively.
| $11,265,315, respectively. | ||||||
|---|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Profit for the period | $ | 10,440,490 |
$ | 5,169,832 |
||
| Other comprehensive loss, | ||||||
| net of tax | ( | 81,755) |
( | 541,152) |
||
| Total comprehensive income | $ | 10,358,735 |
$ | 4,628,680 |
-
C. Above stated certain investments accounted for using equity method are based on the financial statements of associates which were audited by independent auditors.
-
D. Above stated certain investments accounted for using equity method are based on the financial statements of associates which were based on the unreviewed financial statements of such investee companies.
-
E. The fair value of the Group’s associates which have quoted market price was as follows:
| Evergreen International Storage and Transport Corporation EVA Airways Corporation |
June30,2022 12,317,797 $ 24,577,526 36,895,323 $ |
December31,2021 12,619,281 $ 21,704,324 34,323,605 $ |
June30,2021 |
|---|---|---|---|
| 21,362,333 $ 15,647,303 |
|||
| 37,009,636 $ |
- F. The Company’s share interest in EVA Airways Corporation decreased to 14.69% as of June 30, 2022 due to the conversions from corporate bonds to stocks during the six-month period ended June 30, 2022.
~49~
-
G. The 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.
-
H. The Company is the single largest shareholder of EVA with a 14.69% 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.
-
I. 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.
~50~
(9) Property, plant and equipment
==> picture [755 x 339] intentionally omitted <==
----- Start of picture text -----
2022
Loading and Computer and
Machinery unloading communication Transportation Office Leasehold
Land Buildings equipment equipment equipment equipment Ships equipment improvements Others Total
At January 1
Cost $ 863,130 $ 6,351,358 $ 579,400 $ 12,167,361 $ 1,501,627 $ 45,098,718 $ 159,099,975 $ 658,483 $ 2,466,078 $ 80,211 $ 228,866,341
Accumulated
depreciation - ( 1,350,567) ( 481,629) ( 8,765,261) ( 1,235,821) ( 14,657,349) ( 46,974,477) ( 510,169) ( 968,208) ( 19,985) ( 74,963,466)
$ 863,130 $ 5,000,791 $ 97,771 $ 3,402,100 $ 265,806 $ 30,441,369 $ 112,125,498 $ 148,314 $ 1,497,870 $ 60,226 $ 153,902,875
Opening net book
amount as at
January 1 $ 863,130 $ 5,000,791 $ 97,771 $ 3,402,100 $ 265,806 $ 30,441,369 $ 112,125,498 $ 148,314 $ 1,497,870 $ 60,226 $ 153,902,875
Additions - 9,298 619 219,244 143,132 11,719,762 77,604 75,713 - 6,389 12,251,761
Disposals - - ( 21) - ( 171) ( 36,841) ( 2,019,585) ( 122) - - ( 2,056,740)
Reclassifications 852,008 ( 717,177) ( 18) 392,148 3,928 - 25,458,519 1,840 ( 612,721) 32,800 25,411,327
-
Depreciation ( 63,713) ( 8,079) ( 229,129) ( 81,910) ( 2,146,696) ( 3,936,445) ( 21,783) ( 93,810) ( 2,076) ( 6,583,641)
Acquired from
business
combinations 771,880 159,679 8,629 - 159 - - 22,138 256 - 962,741
Net exchange
differences ( 69,802) 301,315 6,440 147,253 11,962 1,392,816 5,776,863 2,094 93,905 - 7,662,846
Closing net book
amount as at
June 30 $ 2,417,216 $ 4,690,193 $ 105,341 $ 3,931,616 $ 342,906 $ 41,370,410 $ 137,482,454 $ 228,194 $ 885,500 $ 97,339 $ 191,551,169
At June 30
Cost $ 2,417,216 $ 6,510,389 $ 630,932 $ 13,207,650 $ 1,718,568 $ 58,726,680 $ 195,449,781 $ 751,561 $ 1,893,837 $ 119,400 $ 281,426,014
Accumulated
depreciation - ( 1,820,196) ( 525,591) ( 9,276,034) ( 1,375,662) ( 17,356,270) ( 57,967,327) ( 523,367) ( 1,008,337) ( 22,061) ( 89,874,845)
$ 2,417,216 $ 4,690,193 $ 105,341 $ 3,931,616 $ 342,906 $ 41,370,410 $ 137,482,454 $ 228,194 $ 885,500 $ 97,339 $ 191,551,169
----- End of picture text -----
~51~
==> picture [755 x 323] intentionally omitted <==
----- Start of picture text -----
2021
Loading and Computer and
Machinery unloading communication Transportation Office Leasehold
Land Buildings equipment equipment equipment equipment Ships equipment improvements Others Total
At January 1
Cost $ 879,897 $ 7,580,724 $ 622,262 $ 11,248,877 $ 1,394,412 $ 31,782,360 $ 128,201,003 $ 613,930 $ 2,251,169 $ 94,162 $ 184,668,796
Accumulated
depreciation - ( 1,586,336) ( 507,880) ( 8,416,514) ( 1,022,422) ( 11,740,650) ( 41,508,113) ( 481,708) ( 746,601) ( 15,928) ( 66,026,152)
$ 879,897 $ 5,994,388 $ 114,382 $ 2,832,363 $ 371,990 $ 20,041,710 $ 86,692,890 $ 132,222 $ 1,504,568 $ 78,234 $ 118,642,644
Opening net book
amount as at
January 1 $ 879,897 $ 5,994,388 $ 114,382 $ 2,832,363 $ 371,990 $ 20,041,710 $ 86,692,890 $ 132,222 $ 1,504,568 $ 78,234 $ 118,642,644
Additions - 22,935 146 125,525 61,529 4,985,947 60,477 7,572 1,531 2,088 5,267,750
- - - - - -
Disposals ( 2,090) ( 92) ( 14,016) ( 572) ( 16,770)
Reclassifications - 8,360 ( 26) 6,206 6,656 ( 15,424) 8,982,765 12,085 209,583 ( 8,370) 9,201,835
-
Depreciation ( 93,354) ( 6,936) ( 194,475) ( 143,776) ( 1,431,113) ( 2,764,138) ( 20,291) ( 110,924) ( 2,263) ( 4,767,270)
Net exchange
differences ( 11,274) ( 29,584) ( 4,092) ( 9,142) ( 2,560) ( 102,026) ( 377,114) ( 3,296) ( 8,400) ( 274) ( 547,762)
Closing net book
amount as at
June 30 $ 868,623 $ 5,902,745 $ 101,384 $ 2,760,477 $ 293,747 $ 23,465,078 $ 92,594,880 $ 127,720 $ 1,596,358 $ 69,415 $ 127,780,427
At June 30
Cost $ 868,623 $ 7,557,384 $ 582,794 $ 11,371,496 $ 1,451,033 $ 36,511,672 $ 136,641,758 $ 629,787 $ 2,452,375 $ 87,607 $ 198,154,529
Accumulated
depreciation - ( 1,654,639) ( 481,410) ( 8,611,019) ( 1,157,286) ( 13,046,594) ( 44,046,878) ( 502,067) ( 856,017) ( 18,192) ( 70,374,102)
$ 868,623 $ 5,902,745 $ 101,384 $ 2,760,477 $ 293,747 $ 23,465,078 $ 92,594,880 $ 127,720 $ 1,596,358 $ 69,415 $ 127,780,427
----- End of picture text -----
A. The Group 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.
~52~
- (10) Leasing arrangements lessee/ Financial liabilities for hedging
-
A. The Group leases various assets including land, buildings, loading and unloading equipment, transportation equipment, ships, and business vehicles. Rental contracts are typically made for periods of 1 to 90 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 buildings and ships. Lowvalue assets comprise of office equipment and other equipment.
-
C. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| June | 30,2022 | December31,2021 | December31,2021 | June 30, 2021 | ||
|---|---|---|---|---|---|---|
| Carrying amount | Carrying amount | Carrying amount | ||||
| Land | $ | 7,801,113 |
$ | 7,875,614 |
$ | 8,853,616 |
| Buildings | 919,534 | 709,976 | 739,500 | |||
| Loading and unloading | ||||||
| equipment | 610,720 | - | 51,568 | |||
| Transportation equipment | 684,668 | 713,800 | 799,826 | |||
| Ships | 95,392,339 | 91,772,778 | 75,417,589 | |||
| Office equipment | 34,466 | 31,684 |
41,705 | |||
| Other equipment | 6,243 | 5,168 | 7,852 |
|||
| $ | 105,449,083 | $ | 101,109,020 | $ | 85,911,656 | |
| Three-month period ended Three-month period ended | ||||||
| June | 30,2022 | June 30,2021 | ||||
| Depreciationcharge | Depreciationcharge | |||||
| Land | $ | 479,990 $ |
461,658 |
|||
| Buildings | 85,729 | 69,893 | ||||
| Loading and unloading equipment | 24,755 | 25,831 | ||||
| Transportation equipment | 41,600 | 39,458 | ||||
| Ships | 2,624,630 | 2,423,472 | ||||
| Office equipment | 5,549 | 5,580 | ||||
| Other equipment | ( | 674) |
1,321 | |||
| $ | 3,261,579 $ |
3,027,213 |
~53~
| Land Buildings Loading and unloading equipment Transportation equipment Ships Office equipment Other equipment |
Six-month period ended June 30,2022 Depreciationcharge 944,262 $ 162,360 48,297 81,111 5,103,139 10,706 647 6,350,522 $ |
Six-month period ended June 30,2021 |
|---|---|---|
| Depreciationcharge | ||
| 924,549 $ 139,411 51,769 79,118 4,635,151 11,328 2,647 |
||
| 5,843,973 $ |
-
D. For the six-month periods ended June 30, 2022 and 2021, the additions to right-of-use assets were $11,998,629 and $15,975,270, respectively.
-
E. For the six-month periods ended June 30, 2022 and 2021, the disposals to right-of-use assets were
-
$569 and $422, respectively.
-
F. The information on income and expense 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 Expense on variable lease payments Gains arising from lease modifications Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Expense on leases of low-value assets Expense on variable lease payments Gains arising from lease modifications |
Three-month period ended June 30,2022 492,704 $ 586,378 8,877 51 39,924 Six-month period ended June 30,2022 1,021,685 $ 1,265,235 15,851 103 39,941 |
Three-month period ended June 30,2021 |
|---|---|---|
| 589,760 $ 1,110,742 4,255 27 3,355 Six-month period ended June 30,2021 |
||
| 1,176,566 $ 2,204,590 8,578 47 2,796 |
-
G. For the six-month periods ended June 30, 2022 and 2021, the Group’s total cash outflow for leases amounted to $8,855,182 and $8,931,211, respectively.
-
H. As of June 30, 2022, 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 $34,765,243.
~54~
-
I. For the six -month periods ended June 30, 2022 and 2021, the Group has applied the practical expedient to “Covid-19-related rent concessions”, and recognised the gain from changes in lease payments arising from the rent concessions amounting to $814 and $817, respectively, by decreasing rent expense by $814 and $553, respectively, and increasing other income by $0 and $264, respectively.
-
J. To hedge the impact of expected variable exchange rate risk arising from US dollar denominated lease liabilities payable, the Company designated lease liabilities of US dollar denominated lease contracts as the hedging instruments for hedging the highly probable foreign exchange variation of future US dollar denominated marine freight income and adopted cash flow hedge accounting. Moreover, the effective portion with respect to the changes in the hedging instruments caused by exchange rate risk is deferred to recognise in gains (loss) on hedging instruments, which is under other equity interest, and will be reclassified to the marine freight income when the hedged items are occurred. Details of relevant transactions are as follows:
| Designated as Hedged items hedginginstruments Contractperiod Expected US dollar denominated marine freight income transaction US dollar denominated lease liabilities 2019.1.1~2034.8.15 Designated as Hedgeditems hedginginstruments Contract period Expected US dollar denominated marine freight income transaction US dollar denominated lease liabilities 2019.1.1~2034.8.15 Designated as Hedgeditems hedginginstruments Contract period Expected US dollar denominated marine freight income transaction US dollar denominated lease liabilities 2019.1.1~2034.8.15 June30,2022 December 31, 2021 June30,2021 |
June30,2022 | ||
|---|---|---|---|
| Bookvalue | |||
| 17,346,458 $ |
|||
| Contract period 2019.1.1~2034.8.15 June30,2021 |
Bookvalue | ||
| 11,508,873 $ |
|||
| Contract period 2019.1.1~2034.8.15 |
Bookvalue | ||
| 10,365,392 $ |
|||
~55~
(a) Lease liabilities designated as hedges (recorded as financial liabilities for hedging)
June 30, 2022 December 31, 2021 June 30, 2021
Cash flow hedges : Exchange rate risk Lease liability contracts designated as hedges Current liabilities $ 1,842,259 $ 1,031,678 $ 905,516 Non-current liabilities 15,504,199 10,477,195 9,459,876 $ 17,346,458 $ 11,508,873 $ 10,365,392
- (b) Other equity - cash flow hedge reserve
| Other equity - cash flow hedge reserve | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| At April 1 | $ | 917,329 |
$ | 844,712 |
||
| Less: Reclassified to freight revenue | ||||||
| as the hedged item has affected | ||||||
| profit or loss | ( | 14,585) |
( | 19,841) |
||
| Less (add): (loss) profit on hedge | ||||||
| effectiveness -amount recognised in | ||||||
| other comprehensive income | ( | 473,327) |
218,548 | |||
| At June 30 | $ | 429,417 | $ | 1,043,419 | ||
| 2022 | 2021 | |||||
| At January 1 | $ | 1,286,356 |
$ | 1,014,792 |
||
| Less: Reclassified to freight revenue | ||||||
| as the hedged item has affected | ||||||
| profit or loss | ( | 38,202) |
( | 39,470) |
||
| Less (add): (loss) profit on hedge | ||||||
| effectiveness -amount recognised in | ||||||
| other comprehensive income | ( | 818,737) |
68,097 | |||
| At June 30 | $ | 429,417 | $ | 1,043,419 |
- (c) As of June 30, 2022, December 31, 2021 and June 30, 2021, there were no ineffective portion to be recognised in profit or loss for the unwritten-off cash flow hedge transactions.
K. The amounts of lease liabilities (net of the lease liabilities designated as hedges) of the Group on June 30, 2022, December 31, 2021 and June 30, 2021 are as follows:
| Current lease liabilities Current lease liabilities - related parties Non-current lease liabilities Non-current lease liabilities - related parties |
June 30,2022 10,539,985 $ 339,500 77,097,836 834,857 88,812,178 $ |
December31,2021 16,047,877 $ 190,874 70,931,436 269,058 87,439,245 $ |
June 30,2021 |
|---|---|---|---|
| 10,372,024 $ 319,021 62,880,458 198,348 |
|||
| 73,769,851 $ |
~56~
(11) Leasing arrangements – lessor
-
A. For the three-month and six-month periods ended June 30, 2022 and 2021, the Group recognised rent income in the amounts of $153,003, $119,630 , $359,087 and $230,947, 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:
| Within 1 year 1-2 years 2-3 years 3-4 years 4-5 years After 5 years |
June 30, 2022 December 31, 2021 June 30, 2021 577,437 $ 725,253 $ 411,335 $ 414,262 395,164 176,084 88,033 208,924 54,664 20,101 19,655 54,537 19,975 19,655 54,537 6,532 16,211 113,618 1,126,340 $ 1,384,862 $ 864,775 $ |
|---|---|
(12) Investment property, net
| Investment property, net | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||
| Land | Buildings | Total | |||||||
| At January 1 | |||||||||
| Cost | $ | 1,396,740 |
$ | 5,802,784 |
$ | 7,199,524 |
|||
| Accumulated depreciation | - | ( | 1,428,440) |
( | 1,428,440) |
||||
| $ | 1,396,740 |
$ | 4,374,344 | $ | 5,771,084 | ||||
| Opening net book amount as at | $ | 1,396,740 |
$ | 4,374,344 |
$ | 5,771,084 |
|||
| January 1 | |||||||||
| Additions | - | 2,725 | 2,725 | ||||||
| Reclassification from property, | |||||||||
| plant and equipment | ( | 852,008) |
718,584 | ( | 133,424) |
||||
| Depreciation | - | ( | 112,904) |
( | 112,904) |
||||
| Acquired from business combinations | 650,355 | 120,297 | 770,652 | ||||||
| Net exchange differences | ( | 63,052) |
146,556 | 83,504 | |||||
| Closing net book amount as at | |||||||||
| June 30 | $ | 1,132,035 | $ | 5,249,602 | $ | 6,381,637 | |||
| At June 30 | |||||||||
| Cost | $ | 1,132,035 |
$ | 6,438,853 |
$ | 7,570,888 |
|||
| Accumulated depreciation | - | ( | 1,189,251) |
( | 1,189,251) |
||||
| $ | 1,132,035 | $ | 5,249,602 | $ | 6,381,637 |
~57~
2021
| 2021 | 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings | Total | |||||||||
| At January 1 | |||||||||||
| Cost | $ | 1,396,755 |
$ | 4,674,765 |
$ | 6,071,520 |
|||||
| Accumulated depreciation | - | ( | 900,008) |
( | 900,008) |
||||||
| $ | 1,396,755 | $ | 3,774,757 | $ | 5,171,512 | ||||||
| Opening net book amount as at | $ | 1,396,755 |
$ | 3,774,757 |
$ | 5,171,512 |
|||||
| January 1 | |||||||||||
| Depreciation | - |
( | 76,463) |
( | 76,463) |
||||||
| Net exchange differences | ( | 7) | 24,377 | 24,370 | |||||||
| Closing net book amount as at | |||||||||||
| June 30 | $ | 1,396,748 | $ | 3,722,671 | $ | 5,119,419 | |||||
| At June 30 | |||||||||||
| Cost | $ | 1,396,748 |
$ | 4,705,619 |
$ | 6,102,367 |
|||||
| Accumulated depreciation | - | ( | 982,948) |
( | 982,948) |
||||||
| $ | 1,396,748 | $ | 3,722,671 |
$ | 5,119,419 |
||||||
| A. Rental income from the investment property are shown below: | |||||||||||
| Three-month period | ended | Three-month | period ended | ||||||||
| June 30, | 2022 | June 30,2021 | |||||||||
| Rental revenue from the lease of the | |||||||||||
| investment property | $ | 36,766 | $ | 53,407 | |||||||
| Direct operating expenses arising from | |||||||||||
| the investment property that | |||||||||||
| generated rental income in the | |||||||||||
| period | $ | 47,347 | $ | 53,978 | |||||||
| Direct operating expenses arising from | |||||||||||
| the investment property that did not | |||||||||||
| generate rental income in the period | $ | 8,734 | $ | 144 | |||||||
| Six-month period | ended | Six-month period ended | |||||||||
| June 30, | 2022 | June 30,2021 | |||||||||
| Rental revenue from the lease of the | |||||||||||
| investment property | $ | 87,519 | $ | 106,632 | |||||||
| Direct operating expenses arising from | |||||||||||
| the investment property that | |||||||||||
| generated rental income in the | |||||||||||
| period | $ | 96,741 | $ | 76,986 | |||||||
| Direct operating expenses arising from | |||||||||||
| the investment property that did not | |||||||||||
| generate rental income in the period | $ | 17,347 | $ | 253 |
~58~
-
B. The fair value of the investment property held by the Group as at June 30, 2022, December 31, 2021 and June 30, 2021 was $7,962,045, $9,325,083 and $7,084,785, respectively. The fair value measurements were based on the market prices of recently sold properties in the immediate vicinity of a certain property and were classified as Level 2.
-
C. Information about the investment property that were pledged to others as collaterals is provided in Note 8.
(13) Other non-current assets
| in Note 8. Other non-current assets |
||
|---|---|---|
| June 30, 2022 Prepayments for equipment 26,101,590 $ Refundable deposits 276,717 Others 498,769 26,877,076 $ |
December31,2021 23,841,061 $ 267,607 472,935 24,581,603 $ |
June 30,2021 |
| 19,582,154 $ 236,754 86,698 |
||
| 19,905,606 $ |
Movement analysis of prepayments for equipment for the six-month periods ended June 30, 2022 and 2021 are as follows:
| and 2021 are as follows: | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| At January 1 | $ | 23,841,061 |
$ | 13,923,670 |
||
| Additions | 17,757,927 | 14,980,195 | ||||
| Reclassification to property, plant and equipment | ( | 17,215,189) |
( | 9,201,516) |
||
| Net exchange differences | 1,717,791 |
( | 120,195) |
|||
| At June 30 | $ | 26,101,590 |
$ | 19,582,154 |
Amount of borrowing costs capitalised as part of prepayment for equipment and the range of the interest rates for such capitalisation are as follows:
| Amount capitalised Interest rate Amount capitalised Interest rate |
Three-month period ended June 30,2022 7,000 $ 0.86%~2.61% Six-month period ended June 30,2022 11,288 $ 0.86%~2.61% |
Three-month period ended ended June 30,2021 |
|---|---|---|
| 25,048 $ |
||
| 0.86%~2.11% Six-month period ended ended June 30,2021 |
||
| 68,666 $ |
||
| 0.86%~2.11% |
~59~
(14) Other current liabilities
| Other current liabilities | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 30,2022 | December31,2021 | June 30,2021 | ||||||
| Receipt in advance | $ | 20,584 |
$ | 4,562 |
$ | 4,572 |
||
| Long-term liabilities - current | ||||||||
| portion | 7,715,215 | 9,147,275 |
12,747,896 | |||||
| Corporate bonds - current | ||||||||
| portion | 2,000,000 | 4,000,000 | 4,000,000 | |||||
| Shipowner's accounts | 10,363,156 | 9,640,656 |
9,053,396 |
|||||
| Agency accounts | 1,008,223 | 416,184 | 4,704,834 |
|||||
| Others | 108,590 | 750,582 | 175,139 | |||||
| $ | 21,215,768 | $ | 23,959,259 | $ | 30,685,837 |
|||
| Corporate bonds payable | ||||||||
| June 30,2022 | December31,2021 | June 30,2021 | ||||||
| Domestic secured corporate | $ | 2,000,000 |
$ | 6,000,000 |
$ | 6,000,000 |
||
| bonds | ||||||||
| Domestic unsecured Convertible | ||||||||
| Bond | 4,981,000 | 4,999,900 | 5,000,000 | |||||
| Less: Discount on bonds payable | ( | 200,538) |
( | 226,950) |
( | 252,388) |
||
| Less: Current portion (recorded | ||||||||
| as other current liabilities) | ( | 2,000,000) |
( | 4,000,000) |
( | 4,000,000) |
||
| $ | 4,780,462 | $ | 6,772,950 |
$ | 6,747,612 |
(15) Corporate bonds payable
-
A. On April 25, 2017, the Company issued its thirteenth domestic registered secured corporate bonds (referred herein as the “Thirteenth Bonds”), totaling $8,000,000. The Thirteenth Bonds are categorized into Bond A, B, C, D, E, F and G, depending on the guarantee institution. Bond A totals $2,000,000, and the rest total $6,000,000, with each par value of $1,000,000. The major terms of the issuance are set forth below:
-
(a) Period: 5 years (April 25, 2017 to April 25, 2022)
-
(b) Coupon rate: 1.05% fixed per annum
-
(c) Principal repayment and interest payment
Repayments for the Thirteenth Bonds are paid annually on coupon rate, starting a year from the issuing date. For each category of the bonds mentioned above, half the principal must be paid at the end of the fourth year, and another half at the maturity date.
- (d) Collaterals
The Thirteenth Bonds are secured. Bond A is guaranteed by Hua Nan Bank, Bond B is guaranteed by First Bank, Bond C is guaranteed by Mega International Commercial Bank, Bond D is guaranteed by Land Bank of Taiwan, Bond E is guaranteed by Chang Hwa Bank, Bond F is guaranteed by Taiwan Cooperative Bank, and Bond G is guaranteed by Bank SinoPac.
- B. On June 27, 2018, the Company issued its fourteenth domestic registered secured corporate bonds (referred herein as the “Fourteenth Bonds”), totaling $2,000,000 at face value. The major terms
~60~
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 at 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.
-
(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$18.20 (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$28.991.
- (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
~61~
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 which was 1:28.991 at 11 a.m. quoted by Taipei Forex Inc.).
-
(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
~62~
(by reference to the fixing rate which was 1:28.991 at 11 a.m. quoted by Taipei Forex Inc.).
-
D. On May 18, 2021, the Company issued the fourth unsecured convertible bonds (the “Fourth Convertible Bonds”), totaling $5,000,000 at 101% of the face value. The major terms of the issuance are set forth below:
-
(a) Period: 5 years (May 18, 2021 to May 18, 2026)
-
(b) Coupon rate: 0% fixed per annum
-
(c) Principal repayment:
- Except for the Fourth Convertible Bonds previously redeemed, repurchased and retired by the Company, or converted by the bondholders of the Fourth Convertible Bonds (the “bondholders”), the Company will redeem the Fourth Convertible Bonds on the maturity date at the price of the face value plus 0.0% gross yield per annum of the face value.
-
(d) Conversion period:
- Except for the Fourth Convertible Bonds previously redeemed or repurchased, or the stop transfer period as specified in the terms of the bond indenture for the Fourth Convertible Bonds (the “bond indenture”) or the laws/regulations, the bondholders have the right to ask for the conversion of the Fourth Convertible Bonds into the common stocks newly issued by the Company during the period from the date after 3 months of the issuance of the Fourth Convertible Bonds.
-
(e) Conversion price:
-
The conversion price of the Fourth Convertible Bonds is NT$95 (in dollars), 111.76% of the reference price. The reference price refers to the closing price of the Company’s common stocks on the Taiwan Stock Exchange on a prior trading day of the pricing date, which was NT$85 (in dollars).
-
i. As a result of the distribution of cash dividends, the conversion price shall be adjusted based on the formula in accordance with Article 11 of the Fourth Convertible Bonds’ Regulations Governing issuance and conversion whereby the conversion price of the Fourth Convertible Bonds has been changed from NT$93.67 (in dollars) to NT$81.96 (in dollars) since July 5, 2022.
-
ii. As a result of capital reduction to return capital to shareholders, the conversion price shall be adjusted based on the formula in accordance with Article 11 of the Fourth Convertible Bonds’ Regulations Governing issuance and conversion whereby the conversion price of the Fourth Convertible Bonds has been changed from NT$81.96 (in dollars) to NT$189.90 (in dollars) since July 18, 2022.
-
-
(f) Put options:
The bondholders have no right to require the Company to redeem the Fourth Convertible Bonds, in whole or in part, unless the following events occur:
Except for the Fourth Convertible Bonds previously redeemed, repurchased and retired, or converted, the bondholders have the right to require the Company to redeem the Fourth
~63~
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 as the interests (the “early redemption amount”).
- (g) Redemption:
The Company may redeem the Fourth Convertible Bonds early when one of the following conditions is met:
-
i. The Company may redeem the Fourth Convertible Bonds, in whole, at the early redemption amount if the closing price of the Company’s common shares is above than the conversion price by 30% for 30 consecutive trading days during the period from the date after 3 months of the bonds issue to 40 days before the maturity date.
-
ii. The Company may redeem the Fourth Convertible Bonds, in whole, at the early redemption amount if the amount of the Company’s outstanding shares is lower than the conversion price by 10% of the original total issuance amount during the period from the date after 3 months of the bonds issue to 40 days before the maturity date.
-
E. As of December 31, 2021, all the First Overseas Convertible Bonds had been converted into the Company’s common shares in the amount of 477,874 thousand shares, resulting in a capital surplus, additional paid-in capital arising from convertible bonds amounting to $3,888,709.
-
F. Regarding the issuance of convertible bonds, the equity conversion options were separated from the liability component in accordance with IAS 32. As of June 30, 2022, the domestic unsecured convertible bonds amounting to $288,067 were recognised in ‘capital surplus—share options’. In addition, the call options and redemption embedded in convertible bonds were not separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were closely related to those of the host contracts.
~64~
(16) Long-term loans
| June 30,2022 | December31,2021 | December31,2021 | December31,2021 | June 30,2021 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Mortgage and secured bank | $ | 37,178,546 |
$ | 37,678,512 |
$ | 47,592,853 |
|||
| loans | |||||||||
| Unsecured bank loans | 8,776,492 |
11,409,804 | 22,426,875 | ||||||
| Add(less) : Unrealised foreign | |||||||||
| exchange losses | |||||||||
| (gains) | 124,454 | ( | 192,527) |
( | 165,378) |
||||
| Less: Hosting fee credit | ( | 112,013) |
( | 110,060) |
( | 65,834) |
|||
| 45,967,479 | 48,785,729 |
69,788,516 | |||||||
| Less: Current portion (recorded | |||||||||
| as other current liabilities) | ( | 7,715,215) |
( | 9,147,275) |
( | 12,747,896) |
|||
| $ | 38,252,264 |
$ | 39,638,454 |
$ | 57,040,620 | ||||
| Borrowing period | 2022.07~2032.06 | 2022.08~2031.12 | 2021.07~2031.04 | ||||||
| Interest rate | 0.93%~4.95% | 0.93%~5.15% | 0.93%~5.15% |
The above loans were borrowed in NTD and USD. Information relating to the Group’s long-term loans pledged to others as collaterals are provided in Note 8.
(17) Other non-current liabilities
| Other non-current liabilities | |||
|---|---|---|---|
| Accrued pension liabilities Guarantee deposits received Deferred income Unrealised gain on sale and leaseback Credit balance for investments accounted for using the equity method Others |
June 30,2022 4,589,001 $ 583,101 122,370 40 7,495 35,246 5,337,253 $ |
December31,2021 4,257,425 $ 448,863 120,454 418 373 18,918 4,846,451 $ |
June 30, 2021 |
| 3,357,634 $ 378,396 124,203 823 - 7,425 |
|||
| 3,868,481 $ |
(18) Pension
A. (a) The Company and its domestic subsidiary-TTSC have a defined benefit pension plan 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 and its domestic subsidiary-TTSC contribute monthly an amount equal to 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of
~65~
Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiary-TTSC 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 and its domestic subsidiary-TTSC will make contributions for the deficit by next March.
-
(b) The employees with R.O.C. nationality of the Group’s subsidiaries, EMA, EGH, GMS and EMU, adopted 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.
-
(c) For the aforementioned pension plan, the Group recognised pension costs of $68,072, $55,666, $137,191 and $113,015 for the three-month and six-month periods ended June 30, 2022 and 2021, respectively.
-
(d) Expected contributions to the defined benefit pension plans of the Company and its subsidiary-TTSC for the year ended December 31, 2023 amount to $257,457.
-
B. (a) Effective July 1, 2005, the Company and its domestic subsidiary-TTSC have 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 and its domestic subsidiary-TTSC contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(b) The Group’s mainland China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations.
-
(c) The Group’s certain overseas subsidiaries have a defined contribution plan. Monthly contributions to an independent fund in accordance with the local regulations and the pension regulations of each subsidiaries are based on certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations.
-
(d) The pension costs and expenses under defined contribution pension plans of the Group for the three-month and six-month periods ended June 30, 2022 and 2021 were $107,836, $81,418 , $195,434 and $160,626, respectively.
~66~
(19) Capital stock
-
A. As of June 30, 2022, the Company’s authorized capital was $70,000,000, and the paid-in capital was $ 52,910,491, consisting of 5,291,049 thousand shares of common stocks with a par value of NT$10 (in dollars) per share. All proceeds from shares issued have been collected.
-
B. To adjust the capital structure, the shareholders of the Company during their meeting on May 30, 2022 resolved a capital reduction to return capital in cash to shareholders. The registration of the capital reduction was approved by the Taiwan Stock Exchange in accordance with the Letter No. Tai-Zheng-Shang-Yi-Zi-1111802818, dated July 1, 2022. Total capital reduction amounted to $31,746,301, cancelling a total of 3,174,630 thousand shares, and the capital reduction ratio was 60%. The effective date of the capital reduction was July 18, 2022. All proceeds from share issuance have been collected by August 4, 2022. The effective date of the replacement of shares due to the capital reduction was September 16, 2022.
-
C. The Company’s domestic convertible bonds with a face value of $18,800 thousands dollars had been converted into ordinary share capital of $2,007 (201 thousand shares) with a par value of NT$10 (in dollars) per share during the six-month period ended June 30, 2022, which resulted in ‘capital surplus, additional paid-in capital arising from bond conversion’ of $17,114. All proceeds from share issuance have been collected by April 19, 2022.
-
D. The Company’s domestic convertible bonds with a face value of $100 thousands dollars had been converted into ordinary share capital of $10 (1 thousand shares) with a par value of NT$10 (in dollars) per share during the six-month period ended June 30, 2022, which resulted in ‘capital surplus, additional paid-in capital arising from bond conversion’ of $91. As of June 30, 2022, the share capital amounting to $11 (1 thousand shares) was recognised under ‘certificate of entitlement to new shares from convertible bonds’ as the registration has not yet been completed. All proceeds from share issuance have been collected by August 4, 2022.
-
E. The Company’s domestic convertible bonds with a face value of $100 thousands dollars had been converted into ordinary share capital of $10 (1 thousand shares) with a par value of NT$10 (in dollars) per share during the year ended December 31, 2021, which resulted in ‘capital surplus, additional paid-in capital arising from bond conversion’ of $90. All proceeds from share issuance have been collected by December 1, 2021.
-
F. The Company bonds totaling USD 246,600 thousands dollars (face value) had been converted into $3,928,121 of ordinary shares (392,812 thousand shares) with a par value of $10 (in dollars) per share during the year ended December 31, 2021, which resulted in ‘capital surplus, additional paid-in capital arising from bond conversion’ of $3,198,159. All proceeds from share issuance have been collected by July 23, 2021.
-
G. The Company issued 85,062 thousand 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.
~67~
-
H. On June 30, 2022, December 31, 2021 and June 30, 2021, the numbers of the Company’s shares held by its associate accounted for using equity method, EITC, were 25,504, 25,254 and 25,254 thousand shares, respectively.
-
(20) 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 Law requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| legal reserve is insufficient. | ||||
|---|---|---|---|---|
| At January 1 Expired unclaimed dividends Conversion of Convertible Bonds Recognition of change in equity of associates in proportion to the Company's ownership At June 30 At January 1 Expired unclaimed dividends Proceeds from issuance of Euro-Convertible Bonds Conversion of Convertible Bonds Recognition of change in equity of associates in proportion to the Company's ownership At June 30 |
2022 | |||
| Adjustments to Employee share of changes stock in equity of Share options associates and premium exercised jointventures 13,056,017 $ 400,116 $ 2,298,332 $ - - - 17,205 1,093) ( - - - 161,280 13,073,222 $ 399,023 $ 2,459,612 $ Adjustments to Employee share of changes stock in equity of Share options associates and premium exercised jointventures 9,857,768 $ 423,246 $ 2,144,568 $ - - - - 289,166 - 3,198,159 312,290) ( - - - 103,206) ( 13,055,927 $ 400,122 $ 2,041,362 $ 2021 |
~68~
(21) Retained earnings
| Retained earnings | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| At January 1 | $ | 250,555,749 |
$ | 27,734,460 |
||
| Profit for the period | 203,652,773 | 78,141,003 | ||||
| Distribution of earnings | ( | 119,699,895) |
- | |||
| Remeasurement on post employment | ||||||
| benefit obligations, net of tax | ( | 910) |
( | 19,052) |
||
| Adjustments to share of changes in equity | ||||||
| of associates and joint ventures | 25 | 4,753 | ||||
| At June 30 | $ | 334,507,742 | $ | 105,861,164 |
-
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 all taxes and cover prior years’ losses and 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
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 distribution of the reserve is limited to the portion in excess of 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 earnings of year 2020 that was resolved at the Company’s shareholders’ meeting on July 21, 2021 is as follows:
| meeting on July 21, 2021 is as follows: | ||
|---|---|---|
| Accrual of legal reserve Accrual of special reserve Appropriation of cash dividends to shareholders |
YearendedDecember31,2020 | |
| Amount 2,407,542 $ 581,406 $ 13,156,234 $ |
Dividend per share (indollars) |
|
| 2.48660241 $ |
||
~69~
- F. The appropriation of 2021 earnings resolved by the stockholders’ meeting on March 30, 2022 is as follows:
| as follows: | |||
|---|---|---|---|
| Year ended December 31, 2021 | |||
| Dividend per share | |||
| Amount | (indollars) | ||
| Accrual of legal reserve | 23,896,647 $ |
||
| Accrual of special reserve | 564,364 $ |
||
| Appropriation of cash dividends to shareholders |
95,238,884 $ |
$ | 17.99999637 |
(22) Other equity items
| Other equity items | |||
|---|---|---|---|
| At January 1 Revaluation – gross Revaluation – tax Revaluation – associates Revaluation transferred to retained earnings – associates Cash flow hedges: – Fair value gain (loss) in the period – Group – Group – tax – Associates Currency translation differences: – Group – Group – tax – Associates At June 30 |
Unrealised gains (losses) onvaluation Hedging reserve Currency translation 3,986,029 $ 1,601,207 $ 6,733,006) ($ 113,689) ( - - 14,012 - - 573,609) ( - - 25) ( - - - 248,904 - - 54,843) ( - - 724,022) ( - - - 16,803,001 - - 4,415) ( - - 342,782 3,312,718 $ 1,071,246 $ 10,408,362 $ 2022 |
Total | |
| 6,733,006) ($ - - - - - - - 16,803,001 4,415) ( 342,782 10,408,362 $ |
1,145,770) ($ 113,689) ( 14,012 573,609) ( 25) ( 248,904 54,843) ( 724,022) ( 16,803,001 4,415) ( 342,782 14,792,326 $ |
~70~
2021
| At January 1 Revaluation – gross Revaluation – tax Revaluation – associates Revaluation transferred to retained earnings – associates Cash flow hedges: – Fair value loss in the period – Group – Group – tax – Associates Currency translation differences: – Group – Group – tax – Associates At June 30 |
Unrealised gains (losses) onvaluation |
Hedging reserve |
Currency translation |
Total |
|---|---|---|---|---|
| 1,884,774 $ 403,182 8,993 2,152,127 4,878) ( - - - - - - 4,444,198 $ |
1,862,164 $ - - - - 28,627 6,231 96,863) ( - - - 1,800,159 $ |
4,328,344) ($ - - - - - - - 501,730) ( 550) ( 35,092) ( 4,865,716) ($ |
581,406) ($ 403,182 8,993 2,152,127 4,878) ( 28,627 6,231 96,863) ( 501,730) ( 550) ( 35,092) ( 1,378,641 $ |
(23) Operating revenue
| Operating revenue | ||
|---|---|---|
| Revenue from contracts with customers Other - ship rental and slottage income Revenue from contracts with customers Other - ship rental and slottage income |
Three-month period ended June 30,2022 174,889,672 $ 109,529 174,999,201 $ Six-month period ended June 30,2022 345,562,422 $ 261,450 345,823,872 $ |
Three-month period ended June 30,2021 |
| 99,903,809 $ 62,664 |
||
| 99,966,473 $ |
||
| Six-month period ended June 30,2021 |
||
| 189,802,369 $ 117,164 |
||
| 189,919,533 $ |
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of services over time (ship-owners, agents and terminals) and at a point in time (other services) in the following major businesses. Also, shipowners, agents and terminals were classified as transportation department. Information relating to the operating segments is provided in Note 14(2).
~71~
| Three-month period | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| endedJune30,2022 | Ship-owners | Agents | Terminals | Other | Total | ||||||
| Total segment revenue | $ | 182,562,034 |
$ | 4,686,738 |
$ | 4,301,834 |
$ | 1,069,384 |
$ | 192,619,990 |
|
| Inter-segment revenue | ( | 11,173,031) | ( | 2,782,007) | ( | 2,904,099) | ( | 871,181) | ( | 17,730,318) | |
| Revenue from external | |||||||||||
| customer contracts | $ | 171,389,003 | $ | 1,904,731 | $ | 1,397,735 | $ | 198,203 | $ | 174,889,672 | |
| Three-month period | |||||||||||
| endedJune30,2021 | Ship-owners | Agents | Terminals | Other | Total | ||||||
| Total segment revenue | $ | 102,232,840 |
$ | 2,758,457 |
$ | 3,576,961 |
$ | 437,376 |
$ | 109,005,634 |
|
| Inter-segment revenue | ( | 5,600,367) | ( | 1,543,557) | ( | 1,957,901) | - | ( | 9,101,825) | ||
| Revenue from external | |||||||||||
| customer contracts | $ | 96,632,473 | $ | 1,214,900 | $ | 1,619,060 | $ | 437,376 | $ | 99,903,809 | |
| Six-month period ended | |||||||||||
| June30,2022 | Ship-owners | Agents | Terminals | Other | Total | ||||||
| Total segment revenue | $ | 358,913,295 |
$ | 9,068,786 |
$ | 8,136,177 |
$ | 1,736,038 |
$ | 377,854,296 |
|
| Inter-segment revenue | ( | 20,228,024) | ( | 5,437,377) | ( | 5,515,931) | ( | 1,110,542) | ( | 32,291,874) | |
| Revenue from external | |||||||||||
| customer contracts | $ | 338,685,271 | $ | 3,631,409 | $ | 2,620,246 | $ | 625,496 | $ | 345,562,422 | |
| Six-month period ended | |||||||||||
| June30,2021 | Ship-owners | Agents | Terminals | Other | Total | ||||||
| Total segment revenue | $ | 193,614,245 |
$ | 5,373,284 |
$ | 6,692,264 |
$ | 906,881 |
$ | 206,586,674 |
|
| Inter-segment revenue | ( | 10,202,866) | ( | 2,908,992) | ( | 3,672,447) | - | ( | 16,784,305) | ||
| Revenue from external | |||||||||||
| customer contracts | $ | 183,411,379 | $ | 2,464,292 | $ | 3,019,817 | $ | 906,881 | $ | 189,802,369 |
B. Contract assets and liabilities
The Group has recognised the following revenue-related contract assets and liabilities:
| June30,2022 | December31,2021 | December31,2021 | June30,2021 | January1,2021 | January1,2021 | |||
|---|---|---|---|---|---|---|---|---|
| Contract assets: | ||||||||
| Contract assets | ||||||||
| – relating to marine | ||||||||
| freight income | $ | 4,399,504 | $ | 4,525,961 | $ | 4,540,907 | $ | 3,041,569 |
| Contract liabilities: | ||||||||
| Contract liabilities | ||||||||
| – unearned marine | ||||||||
| freight income | ($ | 19,090,080) | ($ | 13,530,256) | ($ | 8,816,135) | ($ | 3,677,100) |
~72~
Revenue recognised that was included in the contract liability balance at the beginning of the period:
Marine freight income
Marine freight income
(24) Other income and expenses, net
Net gains on disposal of property, plant and equipment
Net gains on disposal of property, plant and equipment
(25) Interest income
Interest income from bank deposits Interest income from financial assets measured at amortised cost
Interest income from bank deposits Interest income from financial assets measured at amortised cost
| Three-month period ended June 30,2022 - $ Six-month period ended June 30,2022 13,530,256 $ Three-month period ended June 30,2022 356,105 $ Six-month period ended June 30, 2022 646,984 $ Three-month period ended June30,2022 586,392 $ 122,431 708,823 $ Six-month period ended June30,2022 715,932 $ 236,041 951,973 $ |
Three-month period ended June 30,2021 - $ Six-month period ended June 30,2021 3,677,100 $ Three-month period ended June 30,2021 61,528 $ Six-month period ended June 30, 2021 96,492 $ Three-month period ended June30,2021 54,203 $ 22,549 76,752 $ Six-month period ended June30,2021 97,730 $ 41,235 138,965 $ |
|---|---|
~73~
(26) Other income
| (26) | Other income | |
|---|---|---|
| (27) | Other gains and losses Three-month period ended Three-month period ended June 30,2022 June 30,2021 Rent income 43,473 $ 56,966 $ Dividend income 90,638 4,156 Gain recognised in bargain purchase transaction 3,863 - Other income, others 54,791 49,272 192,765 $ 110,394 $ Six-month period ended Six-month period ended June 30, 2022 June 30, 2021 Rent income 97,636 $ 113,783 $ Dividend income 117,156 25,430 Gain recognised in bargain purchase transaction 3,863 - Other income, others 100,175 89,122 318,830 $ 228,335 $ Three-month period ended Three-month period ended June 30, 2022 June30,2021 Net gains on disposal of investments 32,595 $ 4,743 $ Net gains arising from lease modifications 39,924 3,355 Net currency exchange gains 3,529,219 60,919 Net (losses) gains on financial assets / liabilities at fair value through profit or loss 40,844) ( 72,905 Net losses on disposal of right-of-use assets 227) ( 159) ( Depreciation on investment property 55,417) ( 38,199) ( Other non-operating expenses 103,757) ( 37,185) ( 3,401,493 $ 66,379 $ |
Three-month period ended June 30,2021 56,966 $ 4,156 - 49,272 110,394 $ Six-month period ended June 30, 2021 |
| 113,783 $ 25,430 - 89,122 |
||
| 228,335 $ |
~74~
| Six-month period ended | Six-month period ended | Six-month period ended | Six-month period ended | ||
|---|---|---|---|---|---|
| June 30,2022 | June 30,2021 | ||||
| Net gains on disposal of investments | $ | 32,595 |
$ | 6,941 |
|
| Net gains arising from lease | |||||
| modifications | 39,941 | 2,796 | |||
| Net currency exchange gains | 3,889,068 |
145,365 | |||
| Net (losses) gains on financial assets / | |||||
| liabilities at fair value through profit | |||||
| or loss | ( | 39,072) |
44,473 |
||
| Net losses on disposal of right-of-use | |||||
| assets | ( | 569) |
( | 422) |
|
| Depreciation on investment property | ( | 112,904) |
( | 76,463) |
|
| Other non-operating expenses | ( | 176,540) |
( | 83,684) |
|
| $ | 3,632,519 |
$ | 39,006 | ||
| Finance costs | |||||
| Three-month period ended | Three-month period ended | ||||
| June 30,2022 | June 30,2021 | ||||
| Interest expense: | |||||
| Bank loans | $ | 240,707 |
$ | 277,518 |
|
| Corporate bonds | 19,844 |
24,531 | |||
| Lease liabilities | 492,704 | 589,760 | |||
| 753,255 |
891,809 | ||||
| Less: Capitalized borrowing costs | ( | 7,000) |
( | 25,048) |
|
| $ | 746,255 | $ | 866,761 | ||
| Six-month period ended | Six-month period ended | ||||
| June 30,2022 | June 30, 2021 | ||||
| Interest expense: | |||||
| Bank loans | $ | 441,732 |
$ | 584,452 |
|
| Corporate bonds | 47,238 | 57,777 | |||
| Lease liabilities | 1,021,685 | 1,176,566 | |||
| 1,510,655 | 1,818,795 | ||||
| Less: Capitalized borrowing costs | ( | 11,288) |
( | 68,666) |
|
| $ | 1,499,367 |
$ | 1,750,129 |
(28) Finance costs
~75~
(29) Expenses by nature
| Expenses by nature | ||
|---|---|---|
| Employee benefit expense Depreciation charges on property, plant and equipment Depreciation charges on right-of-use assets Amortisation charges on intangible assets Other operating costs and expenses Employee benefit expense Depreciation charges on property, plant and equipment Depreciation charges on right-of-use assets Amortisation charges on intangible assets Other operating costs and expenses |
Three-month period ended June 30,2022 4,515,225 $ 3,439,714 6,350,522 79,693 43,045,189 57,430,343 $ Six-month period ended June 30, 2022 8,275,821 $ 6,583,641 6,350,522 149,053 92,376,436 113,735,473 $ |
Three-month period ended June 30,2021 |
| 2,820,384 $ 2,443,018 3,027,213 72,230 39,637,908 |
||
| 48,000,753 $ |
||
| Six-month period ended June 30, 2021 |
||
| 5,571,151 $ 4,767,270 5,843,973 144,636 77,653,661 |
||
| 93,980,691 $ |
(30) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labor and health insurance fees Pension costs Other personnel expenses Wages and salaries Labor and health insurance fees Pension costs Other personnel expenses |
Three-month period ended June 30,2022 3,875,063 $ 297,770 175,908 166,484 4,515,225 $ Six-month period ended June 30,2022 7,118,899 $ 505,235 332,625 319,062 8,275,821 $ |
Three-month period ended June 30,2021 |
| 2,356,584 $ 206,848 137,084 119,868 |
||
| 2,820,384 $ |
||
| Six-month period ended June 30,2021 |
||
| 4,652,838 $ 401,861 273,641 242,811 |
||
| 5,571,151 $ |
- 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.
~76~
-
B. (a) In accordance with the Articles of Incorporation of the Company, based on the profit for the three-month and six-month period ended June 30, 2022, employees’ compensation and directors’ remunerations were accrued at $602,455, $2,375, $1,159,490 and $4,750, respectively. The aforementioned amount was recognised in salary expenses.
-
(b) In accordance with the Articles of Incorporation of the Company, based on the profit for the three-month and six-month period ended June 30, 2021, employees’ compensation and directors’ remunerations were accrued at $225,087, $2,375, $419,993 and $4,750 respectively. The aforementioned amount was recognised in salary expenses.
-
(c) On March 15, 2022, the Company’s Board of Directors resolved to employees’ compensation and directors’ remunerations amounted to $1,303,466 and $9,500, respectively. The amount were in agreement with those amounts recognised in the 2021 financial statements.
-
(d) 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.
(31) Income tax
-
A. Income tax expense
-
(a) Components of income tax expense:
| Three-month period ended | Three-month period ended | Three-month period ended | Three-month period ended | Three-month period ended | |
|---|---|---|---|---|---|
| June 30,2022 | June 30,2021 | ||||
| Current tax: | |||||
| Current tax on profits for the | $ | 18,393,435 |
$ | 5,901,249 |
|
| period | |||||
| Tax on undistributed surplus | |||||
| earnings | 4,781,062 |
463 | |||
| Prior year income tax | |||||
| overestimation | ( | 707) |
( | 1,561) |
|
| Total current tax | 23,173,790 | 5,900,151 | |||
| Deferred tax: | |||||
| Origination and reversal of | |||||
| temporary differences | ( | 3,361,578) |
( | 2,097,176) |
|
| Total deferred tax | ( | 3,361,578) |
( | 2,097,176) |
|
| Income tax expense | $ | 19,812,212 | $ | 3,802,975 |
~77~
| Six-month period ended | Six-month period ended | Six-month period ended | Six-month period ended | |||
|---|---|---|---|---|---|---|
| June 30,2022 | June 30,2021 | |||||
| Current tax: | ||||||
| Current tax on profits for the | $ | 30,513,314 |
$ | 8,276,739 |
||
| period | ||||||
| Tax on undistributed surplus | ||||||
| earnings | 4,781,062 |
463 | ||||
| Prior year income tax | ||||||
| under (overestimation) | 441,495 | ( | 2,079) |
|||
| Total current tax | 35,735,871 |
8,275,123 | ||||
| Deferred tax: | ||||||
| Origination and reversal of | ||||||
| temporary differences | ( | 4,698,934) |
( | 1,024,182) |
||
| Total deferred tax | ( | 4,698,934) |
( | 1,024,182) |
||
| Income tax expense | $ | 31,036,937 |
$ | 7,250,941 |
(b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| Changes in fair value of financial assets at fair value through other comprehensive income (loss) Exchange differences on translating the financial statements of foreign operations Remeasurement of defined benefit obligations Cash flow hedges |
Three-month period ended Three-month period ended June 30,2022 June 30, 2021 1,492 $ 12,392) ($ 4,415 550 720 19,075 6,698 36,444 13,325 $ 43,677 $ |
|---|---|
~78~
| Six-month period ended | Six-month period ended | Six-month period ended | Six-month period ended | ||
|---|---|---|---|---|---|
| June 30,2022 | June 30,2021 | ||||
| Changes in fair value of | ($ | 14,012) |
($ | 8,993) |
|
| financial assets at fair | |||||
| value through other | |||||
| comprehensive income (loss) | |||||
| Exchange differences on | |||||
| translating the financial | |||||
| statements of foreign | |||||
| operations | 4,415 | 550 |
|||
| Remeasurement of defined benefit | |||||
| obligations | 1,208 |
19,075 | |||
| Cash flow hedges | 54,843 | ( | 6,231) |
||
| $ | 46,454 |
$ | 4,401 |
(c)The income tax charged/(credited) to equity during the period is as follows:
| Three-month period ended | Three-month period ended | Three-month period ended | Three-month period ended | |
|---|---|---|---|---|
| June 30,2022 | June 30,2021 | |||
| Reduction in capital surplus | ||||
| caused by recognition of | ||||
| foreign investees based | ||||
| on the shareholding ratio | $ | 4 |
($ | 509) |
| Reduction in retained earnings | ||||
| caused by recognition of | ||||
| foreign investees based on | ||||
| the shareholding ratio | - | 125 | ||
| $ | 4 | ($ | 384) | |
| Six-month period ended | Six-month period ended | |||
| June 30,2022 | June 30,2021 | |||
| Reduction in capital surplus | ||||
| caused by recognition of | ||||
| foreign investees based | ||||
| on the shareholding ratio | ($ | 526) |
($ | 531) |
| Reduction in retained earnings | ||||
| caused by recognition of | ||||
| foreign investees based on | ||||
| the shareholding ratio | - | 125 | ||
| ($ | 526) | ($ | 406) |
B. The Company and its subsidiary-TTSC’s income tax returns through 2019 and 2020, respectively, have been assessed and approved by the Tax Authority.
~79~
(32) Earnings per share
| Earnings per share | |
|---|---|
| Basic earnings per share Net profit attributable to ordinary shareholders of the parent Diluted earnings per share Net profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Euro-Convertible Bond Employees’ compensation Net profit attributable to ordinary shareholders of the parent Basic earnings per share Net profit attributable to ordinary shareholders of the parent Diluted earnings per share Net earnings attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Euro-Convertible Bond Employees’ compensation Net profit attributable to ordinary shareholders of the parent |
Amount Weighted average number of ordinary shares outstanding Earnings per share aftertax (shareinthousands) (indollars) 102,293,214 $ 5,291,050 19.33 $ 102,293,214 $ 5,291,050 12,794 60,774 - 7,121 102,306,008 $ 5,358,945 19.09 $ Amount Weighted average number of ordinary shares outstanding Earnings per share aftertax (shareinthousands) (indollars) 42,057,883 $ 5,271,155 7.98 $ 42,057,883 $ 5,271,155 7,010 25,810 - 1,142 42,064,893 $ 5,298,107 7.94 $ Three-monthperiod ended June 30,2022 Three-monthperiod ended June 30,2021 |
| Amount aftertax 42,057,883 $ 42,057,883 $ 7,010 - 42,064,893 $ |
~80~
| Basic earnings per share Net profit attributable to ordinary shareholders of the parent Diluted earnings per share Net profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Convertible Bond Employees’ compensation Net profit attributable to ordinary shareholders of the parent Basic earnings per share Net profit attributable to ordinary shareholders of the parent Diluted earnings per share Net profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Euro-Convertible Bond Employees’ compensation Net profit attributable to ordinary shareholders of the parent |
Amount Weighted average number of ordinary shares outstanding Earnings per share aftertax (shareinthousands) (indollars) 203,652,773 $ 5,290,976 38.49 $ 203,652,773 $ 5,290,976 25,591 60,774 - 13,705 203,678,364 $ 5,365,455 37.96 $ Amount Weighted average number of ordinary shares outstanding Earnings per share after tax (share in thousands) (in dollars) 78,141,003 $ 5,197,509 15.03 $ 78,141,003 $ 5,197,509 15,302 12,976 - 2,132 78,156,305 $ 5,212,617 14.99 $ Six-monthperiod ended June 30,2022 Six-monthperiod ended June 30,2021 |
|---|---|
| Amount after tax 78,141,003 $ 78,141,003 $ 15,302 - 78,156,305 $ |
~81~
(33) Transactions with non-controlling interest
For the six-month periods ended June 30, 2022 and 2021, the amount of cash dividends paid to noncontrolling interests were $6,044,293 and $250,080, respectively.
-
(34) Business combinations
-
A. Considering ESRC’s many years of operating profit stability and its diverse operations, to continue optimising its security services in the 7th Container Terminal of Kaohsiung Port and its services in surveillance system installments in office buildings, and to promote the Authorized Economic Operator certification, on March 15, 2022, the Board of Directors of the Company resolved to acquire 31% equity interests in ESRC from the associate, EVA. Together with 31.25% equity interests previously held by the Company, the Company held a total of 62.25% equity interests in ESRC after the merger and obtained control over ESRC. The transaction date was April 1, 2022 and the transaction amount was $192,038.
-
B. On November 5, 2021, the Board of Directors of the subsidiary, EMA, resolved to make an equity transaction. EMA acquired 100% equity interests of EGJ from the other related party, EIS, and obtained control over EGJ. The transaction date was January 1, 2022 and the transaction amount was USD 15,534 (approx. $429,597).
-
C. On June 23, 2021, the Board of Directors of the subsidiary, EGH, resolved to make an equity transaction. EGH acquired 85% and 15% equity interests of UMS from the other related party, EIS, and a non-related party, respectively, and obtained control over UMS. The transaction date was July 1, 2021 and the transaction amount was USD 300 (approx. $8,373).
-
D. (a) The following table summarises the consideration paid for ESRC and the fair values of the assets acquired and liabilities assumed at the acquisition date, which were presented based on the preliminary purchase price allocation report that was not finalised, and the allocation of purchase price is expected to be completed within a year:
- (b)The following table summarises the consideration paid for the acquisition of EGJ and the fair values of the assets acquired and liabilities assumed at the acquisition date:
~82~
| Purchase consideration Cash paid Fair value of equity interest in ESRC held before the business combination Non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets Fair value of the identifiable assets acquired and liabilities assumed Cash and cash equivalents Current financial assets at fair value through profit or loss Current financial assets at amortised cost Notes receivable, net Accounts receivable, net (including related parties) Other receivables Prepayments Other current assets Property, plant and equipment, net Right-of-use assets Investment property, net Intangible assets Other non-current assets Deferred tax assets Short-term loans Accounts payable (including related parties) Other payables (including related parties) Current income tax liabilities Other current liabilities Current lease liabilities Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Total identifiable net assets Goodwill (Gain from bargain purchase) |
ESRC April 1,2022 |
EGJ January1,2022 |
Total | |||
|---|---|---|---|---|---|---|
| 192,038 $ 144,236 171,981 508,255 249,105 - 186,010 2,195 86,409 853 35,254 25 8,095 48,006 - 108,309 1,116 21,577 - 20,555) ( 51,027) ( 6,889) ( 47,795) ( 18,893) ( 21,063) ( 29,293) ( 95,818) ( 455,621 52,634 $ |
429,597 $ - - 429,597 249,061 14 - - 1,002,862 6,236 1,414 77,459 954,646 15,541 770,652 45,368 7,662 7,556 649,082) ( 599,822) ( 125,960) ( 42,579) ( 832,720) ( 4,560) ( 128,321) ( 10,982) ( 310,985) ( 433,460 3,863) ($ |
621,635 $ 144,236 171,981 937,852 498,166 14 186,010 2,195 1,089,271 7,089 36,668 77,484 962,741 63,547 770,652 153,677 8,778 29,133 649,082) ( 620,377) ( 176,987) ( 49,468) ( 880,515) ( 23,453) ( 149,384) ( 40,275) ( 406,803) ( 889,081 48,771 $ |
~83~
(c)The following table summarises the consideration paid for the acquisition of UMS and the fair values of the assets acquired and liabilities assumed at the acquisition date:
| Purchase consideration Cash paid Fair value of the identifiable assets acquired and liabilities assumed Cash and cash equivalents Notes receivable, net Accounts receivable, net (including related parties) Other receivables Prepayments Other current assets Property, plant and equipment, net Right-of-use assets Accounts payable (including related parties) Other payables (including related parties) Other current liabilities Current lease liabilities Non-current lease liabilities Other non-current liabilities Total identifiable net assets Goodwill (Gain from bargain purchase) |
UMS July1,2021 |
|---|---|
| 8,373 $ 328,808 11,101 59,394 128 4,055 43 10,757 8,010 159,027) ( 226,563) ( 10,078) ( 6,134) ( 2,481) ( 1,035) ( 16,978 8,605) ($ |
-
D. Had ESRC been acquired from January 1, 2022, the consolidated statement of comprehensive income for the six- month period ended June 30, 2022 would show operating revenue and profit before income tax of $183,339 and $11,876, respectively.
-
E. Had UMS been acquired from January 1, 2021, the consolidated statement of comprehensive income for the three-month and six-month period ended June 30, 2021 would show operating revenue and profit before income tax of $12,242, $10,663 , $27,974 and $30,628, respectively.
~84~
(35) Supplemental cash flow information
A. Investing activities with partial cash payments
(a) Property, plant and equipment
| (a) Property, plant and equipment | ||||||
|---|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Purchase of property, plant and | $ | 12,251,761 |
$ | 5,267,750 |
||
| equipment | ||||||
| Add: Opening balance of payable | ||||||
| on equipment | 2,373,622 | 278,482 |
||||
| Less: Ending balance of payable | ||||||
| on equipment | ( | 675,512) |
( | 1,420,797) |
||
| Cash paid during the period | $ | 13,949,871 |
$ | 4,125,435 |
||
| (b) Prepayments for equipment (recorded as other non-current assets) | ||||||
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30, 2021 | |||||
| Purchase of prepayments for | $ | 17,757,927 |
$ | 14,980,195 |
||
| equipment | ||||||
| Add: Opening balance of payable | ||||||
| on prepayments for | ||||||
| equipment | 64,063 | 188,862 | ||||
| Less: Ending balance of payable | ||||||
| on prepayments for | ||||||
| equipment | ( | 164,853) |
( | 198,362) |
||
| Capitalized borrowing costs | ( | 11,288) |
( | 68,666) |
||
| Cash paid during the period | $ | 17,645,849 | $ | 14,902,029 |
||
| (c) Intangible assets | ||||||
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Purchase of intangible assets | $ | 16,321 |
$ | 14,737 |
||
| Add: Opening balance of payable | ||||||
| on equipment | 4,385 | - | ||||
| Less: Ending balance of payable | ||||||
| on equipment | ( | 625) |
( | 5,600) |
||
| Cash paid during the period | $ | 20,081 | $ | 9,137 |
~85~
(d) Cash dividend received
| Cash dividend received | ||||||
|---|---|---|---|---|---|---|
| Six-month period ended | Six-month period ended | |||||
| June 30,2022 | June 30,2021 | |||||
| Dividend income (including | $ | 1,200,920 |
$ | 460,281 |
||
| investments accounted for using | ||||||
| equity method) | ||||||
| Add: Opening balance of | ||||||
| dividends receivable | - |
- | ||||
| Less: Ending balance of | ||||||
| dividends receivable | ( | 785,428) |
( | 208,616) |
||
| Cash dividend received during | ||||||
| the period | $ | 415,492 |
$ | 251,665 |
(e) The balances of the assets and liabilities of consolidated subsidiaries for the current period are as follows:
~86~
| Cash and cash equivalents Current financial assets at fair value through profit or loss Current financial assets at amortised cost Notes receivable, net Accounts receivable, net (including related parties) Other receivables Prepayments Other current assets Property, plant and equipment, Right-of-use assets Investment property, net Intangible assets Other non-current assets Deferred tax assets Short-term loans Accounts payable (including related parties) Other payables (including related parties) Current income tax liabilities Other current liabilities Current lease liabilities Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Gain from bargain purchase Cash paid for the acquisition Cash and cash equivalents Net cash paid (received) for the acquisition |
ESRC April 1,2022 |
EGJ January1,2022 |
Total |
|---|---|---|---|
| 249,105 $ - 186,010 2,195 86,409 853 35,254 25 8,095 48,006 - 108,309 1,116 21,577 - 20,555) ( 51,027) ( 6,889) ( 47,795) ( 18,893) ( 21,063) ( 29,293) ( 95,818) ( 52,634 508,255 $ 192,038 $ 249,105) ( 57,067) ($ |
249,061 $ 14 - - 1,002,862 6,236 1,414 77,459 954,646 15,541 770,652 45,368 7,662 7,556 649,082) ( 599,822) ( 125,960) ( 42,579) ( 832,720) ( 4,560) ( 128,321) ( 10,982) ( 310,985) ( 3,863) ( 429,597 $ 429,597 $ 249,061) ( 180,536 $ |
498,166 $ 14 186,010 2,195 1,089,271 7,089 36,668 77,484 962,741 63,547 770,652 153,677 8,778 29,133 649,082) ( 620,377) ( 176,987) ( 49,468) ( 880,515) ( 23,453) ( 149,384) ( 40,275) ( 406,803) ( 48,771 937,852 $ 621,635 $ 498,166) ( 123,469 $ |
~87~
| UMS | |||||||
|---|---|---|---|---|---|---|---|
| July1,2021 | |||||||
| Cash and cash equivalents | $ | 328,808 |
|||||
| Notes receivable, net | 11,101 | ||||||
| Accounts receivable, net | |||||||
| (including related parties) | 59,394 | ||||||
| Other receivables | 128 | ||||||
| Prepayments | 4,055 | ||||||
| Other current assets | 43 | ||||||
| Property, plant and equipment, net | 10,757 |
||||||
| Right-of-use assets | 8,010 |
||||||
| Accounts payable | |||||||
| (including related parties) | ( | 159,027) |
|||||
| Other payables | |||||||
| (including related parties) | ( | 226,563) |
|||||
| Other current liabilities | ( | 10,078) |
|||||
| Current lease liabilities | ( | 6,134) |
|||||
| Non-current lease liabilities | ( | 2,481) |
|||||
| Other non-current liabilities | ( | 1,035) |
|||||
| Gain from bargain purchase | ( | 8,605) |
|||||
| $ | 8,373 | ||||||
| Cash paid for the acquisition | $ | 8,373 |
|||||
| Cash and cash equivalents | ( | 328,808) |
|||||
| Net cash paid (received) for | |||||||
| the acquisition | ($ | 320,435) | |||||
| (f) Change in non-controlling interest | |||||||
| Six-month period ended | Six-month period ended | ||||||
| June 30,2022 | June 30,2021 | ||||||
| Change in transactions with | $ | 5,870,135 |
$ | 248,302 |
|||
| non-controlling interest | |||||||
| Add: Opening balance of payable | |||||||
| on investments | 9,268 | 12,889 | |||||
| Add: Non-controlling interest’s | |||||||
| proportionate share of the | |||||||
| recognised amounts of | |||||||
| acquiree’s identifiable net | |||||||
| assets from the business | |||||||
| combination | 171,981 | - | |||||
| Less: Ending balance of payable | |||||||
| on investments | ( | 5,637,301) |
( | 20,012) |
|||
| Cash paid during the period | $ | 414,083 | $ | 241,179 |
~88~
(g) Cash dividend payable
Six-month period ended Six-month period ended June 30, 2022 June 30, 2021 - Cash dividend payments $ 95,238,884 $ Add: Opening balance of - - dividends payable Less: Ending balance of dividends payable ( 95,238,884) - - - Cash paid during the period $ $
(36) Changes in liabilities from financing activities
| At January 1, 2022 Changes in cash flow from financing activities Acquired from business combinations Additions to lease liabilities Remeasurement of lease liabilities Changes in other non-cash items Impact of changes in foreign exchange rate At June 30, 2022 At January 1, 2021 Changes in cash flow from financing activities Additions to lease liabilities Remeasurement of lease liabilities Changes in other non-cash items Impact of changes in foreign exchange rate At June 30, 2021 |
Short-term loans |
Corporate bonds payable (including current portion) |
Long-term borrowings (including current portion) |
|
|---|---|---|---|---|
~89~
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and their relationship with the Group
Names of related parties Relationship with the Group Evergreen International Storage and Transport Corp. (EITC) Associate Eva Airways Corp. (EVA) Associate Associate Evergreen Security Corp. (ESRC) (A subsidiary since April 1, 2022) Charng Yang Development Co., Ltd. (CYD) Associate Taipei Port Container Terminal Corp. (TPCT) Associate Ningbo Victory Container Co. Ltd. (NVC) Associate Qingdao Evergreen C&T Co., Ltd. (QECT) Associate Ever Ecove Corporation (EEC) Associate Green Properties Sdn. Bhd. (GPP) Associate Luanta Investment (Netherlands) N.V. (Luanta) Associate Balsam Investment (Netherlands) N.V. (Balsam) Associate Italia Marittima S.p.A. (ITS) Associate Colon Container Terminal S.A. (CCT) Associate PT. Evergreen Shipping Agency Indonesia (EMI) Associate Evergreen Shipping Agency Co. (U.A.E) LLC (UAE) Associate Evergreen Shipping Agency Lanka (Private) Limited (ELK) Associate VIP Greenport Joint Stock Company (VGP) Associate Ics Depot Services Sdn. Bhd. (IDS) Associate Evergreen International Corp. (EIC) Other related party Evergreen Airline Service Corp. (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 Eever Accord Construction Corporation (EAC) Other related party Evergreen Aviation Technologies Corporation (EGAT) Other related party Evergreen Logistics Corp. (ELC) Other related party Evergreen Sky Catering Corporation (EGSC) Other related party Evergreen Air Cargo Services Corporation (EGAC) Other related party 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 Other related party Evergreen Shipping Agency (Japan) Corporation (EGJ) (A subsidiary since January 1, 2022)
~90~
Names of related parties
Relationship with the Group
Evergreen International Myanmar Co., Ltd. (EIM) Advanced Business Process, Inc. (ABPI)
Unigreen Marine S.A.(UMS)
Evergreen Logistics Philippines Corp. (ELCP) Round the World S.A. (RTW) Evergreen Logistics Co., Ltd. (ELCSH) Evergreen Logistics (HK) Ltd. (ELCHK) Round the World Logistics (U.S.A.) Corps. (RTWL) Evergreen Logistics (Thailand) Co., Ltd. (ELCTH) Evergreen Logistics Vietnam Company Ltd. (ELCVN) Evergreen Logistics Malaysia Sdn. Bhd. (ELCMY) Evergreen Logistics (India) Pvt. Ltd. (ELCIN) Evergreen International Logistics (HK) Limited. (EILCHK) Round-The-World Logistics Corp. (M) Sdn. Bhd. (RTWMY) PT. Evergreen Logistics Indonesia (ELCID) Everconcord, S.A. (ECC) Directors, General Manager and Vice General Manager
Other related party Other related party Other related party (A subsidiary since July 1, 2021) Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Key management
(2) Significant related party transactions and balances
A. Operating revenue:
| e: | ||
|---|---|---|
| Associates Other related parties Associates Other related parties |
Three-month period ended June 30,2022 707,809 $ 6,154,146 6,861,955 $ Six-month period ended June30,2022 1,224,895 $ 12,370,607 13,595,502 $ |
Three-month period ended June 30,2021 |
| 453,001 $ 4,831,894 |
||
| 5,284,895 $ |
||
| Six-month period ended June30,2021 |
||
| 980,145 $ 8,850,201 |
||
| 9,830,346 $ |
The business terms on which the Group transacts with related parties are of no difference from those with non-related parties.
B. Operating cost and expense:
| lated parties. d expense: |
||
|---|---|---|
| Associates Other related parties |
Three-month period ended June30,2022 1,839,197 $ 3,275,616 5,114,813 $ |
Three-month period ended June30,2021 |
| 1,365,721 $ 2,438,367 |
||
| 3,804,088 $ |
~91~
| Six-month period ended | Six-month period ended | Six-month period ended | Six-month period ended | |
|---|---|---|---|---|
| June 30,2022 | June 30,2021 | |||
| Associates | $ | 3,589,720 |
$ | 2,641,231 |
| Other related parties | 6,868,589 | 4,439,972 |
||
| $ | 10,458,309 | $ | 7,081,203 |
Services are purchased from associates and other related parties on normal commercial terms and conditions.
C. Receivables from related parties:
| conditions. Receivables from related parties: |
|||
|---|---|---|---|
| . Accounts receivable: Associates Other related parties Subtotal Other receivables: Associates -EVA -EITC -Other Other related parties Subtotal Total |
June 30,2022 200,352 $ 2,092,770 2,293,122 $ 464,959 $ 174,200 59,983 143,544 842,686 $ 3,135,808 $ |
December31,2021 66,457 $ 1,934,249 2,000,706 $ 285 $ 2,725 2,804 21,378 27,192 $ 2,027,898 $ |
June 30,2021 48,907 $ 1,555,357 |
| 1,604,264 $ |
|||
| - $ 130,722 78,619 17,887 |
|||
| 227,228 $ |
|||
| 1,831,492 $ |
The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest. The receivables include provisions against receivables from related parties.
D. Payables to related parties:
| from related parties. Payables to related parties: |
|||
|---|---|---|---|
| . Accounts payable: Associates Other related parties Subtotal Other payables: Associates Other related parties Subtotal Total |
June 30,2022 369,817 $ 214,475 584,292 $ 5,780 $ 5,763,854 5,769,634 $ 6,353,926 $ |
December31,2021 105,026 $ 190,843 295,869 $ 5,774 $ 109,375 115,149 $ 411,018 $ |
June 30,2021 |
| 111,138 $ 252,579 |
|||
| 363,717 $ |
|||
| 11,667 $ 109,388 |
|||
| 121,055 $ |
|||
| 484,772 $ |
The payables to related parties arise mainly from purchase transactions. The payables bear no interest.
~92~
E. Property transactions:
(a) Acquisition of property, plant and equipment:
| Associates Other related parties Associates Other related parties |
Three-month period ended Three-month period ended June 30,2022 June 30,2021 - $ 20,381 $ 76,446 - 76,446 $ 20,381 $ Six-month period ended Six-month period ended June 30,2022 June 30,2021 - $ 20,381 $ 76,975 - 76,975 $ 20,381 $ |
|---|---|
The above transaction price is based on market value and mutual agreement.
- (b) Disposal of property, plant and equipment:
| Associates Associates |
Three-month period ended June 30,2022 |
Three-month period ended June 30,2022 |
Disposalproceeds Gainondisposal - $ - $ June 30,2021 Three-month period ended Six-month period ended June 30,2021 |
Disposalproceeds Gainondisposal - $ - $ June 30,2021 Three-month period ended Six-month period ended June 30,2021 |
|
|---|---|---|---|---|---|
| Disposal proceeds Gain on disposal 1,325,475 $ 148,697 $ Disposal proceeds Gainondisposal 2,587,995 $ 287,354 $ June 30,2022 Six-month period ended |
|||||
| Disposal proceeds | Gainondisposal | ||||
| 2,587,995 $ |
287,354 $ |
- $ |
- $ |
The above disposal price is based on market value and mutual agreement.
-
F. Leasing arrangements - lessee
-
(a) The Group leases buildings, ships as well as loading and unloading equipment from associates and other related parties. Rental contracts are typically made for periods of 2 to 10 years, rents are paid in accordance with the contract terms.
-
(b) Acquisition of right-of-use assets:
The Group leased buildings, ships as well as loading and unloading equipment from associates and other related parties for the six -month period ended June 30, 2022 and increased ‘rightof-use assets’ by $4,141 and $839,890, respectively.
-
(c) Lease liabilities:
-
i. Outstanding balance:
| se liabilities: utstanding balance: |
|||
|---|---|---|---|
| Associates Other related parties |
June 30,2022 4,829 $ 1,169,528 1,174,357 $ |
December31,2021 1,380 $ 458,552 459,932 $ |
June 30,2021 |
| 175,600 $ 341,769 |
|||
| 517,369 $ |
~93~
ii. Interest expense:
| ii. Interest expense: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three-month | period ended Three-month period ended | ||||||||
| June 30,2022 | June 30,2021 | ||||||||
| Associates | $ | 14 |
$ | 2,058 |
|||||
| Other related parties | 13,337 | 3,392 |
|||||||
| $ | 13,351 | $ | 5,450 |
||||||
| Six-month period ended | Six-month period ended | ||||||||
| June 30,2022 | June 30,2021 | ||||||||
| Associates | $ | 23 |
$ | 5,615 |
|||||
| Other related parties | 21,134 | 7,495 | |||||||
| $ | 21,157 | $ | 13,110 | ||||||
| (d) Financial liabilities for hedging: | |||||||||
| June | 30, 2022 | December 31, 2021 | June 30,2021 | ||||||
| Other related parties | $ | 55,587 | $ | - | $ | - |
|||
| G. Agency accounts: | |||||||||
| . | June | 30,2022 | December31,2021 | June 30,2021 | |||||
| Debit balance of agency accounts: | |||||||||
| Associates | $ | 47,507 |
$ | 85,777 |
$ | 121,899 |
|||
| Other related parties | |||||||||
| -EIC | 132,866 | 1,282,907 | 1,095,454 |
||||||
| -EGA | - | 937,422 | 976,496 |
||||||
| -Other | 203 | 10,502 | - |
||||||
| $ | 180,576 | 2,316,608 $ |
$ | 2,193,849 |
|||||
| . | June | 30,2022 | December 31, 2021 | June 30, 2021 | |||||
| Credit balance of agency accounts: | |||||||||
| Associates | $ | - |
($ | 29,455) |
($ | 14,808) |
|||
| Other related parties | |||||||||
| -EGJ | - | ( | 5,968) |
( | 291,258) |
||||
| -EGA | ( | 331,246) |
- | - | |||||
| ($ | 331,246) | ($ | 35,423) | ($ | 306,066) |
||||
| H. Shipowner’s accounts: | |||||||||
| June | 30,2022 | December31,2021 | June30,2021 | ||||||
| Debit balance of shipowner’s | accounts: | ||||||||
| Other related parties | |||||||||
| -EIS | $ | - |
$ | - |
$ | 722,003 |
|||
| -GESA | 3,309 | 6,679 | 17,977 | ||||||
| $ | 3,309 | $ | 6,679 | $ | 739,980 |
~94~
June 30, 2022 December 31, 2021 June 30, 2021
Credit balance of shipowner’s accounts: Associates -ITS ($ 802,674) ($ 714,985) ($ 617,501) Other related parties -EIS ( 154,822) ( 564,916) - -EMS ( 9,405,660) ( 8,360,755) ( 8,435,895) ($ 10,363,156) ($ 9,640,656) ($ 9,053,396)
-
I. Loans to/from related parties:
-
(a) Loans to related parties (recorded as other receivables - related parties)
-
i. Outstanding balance:
| i. Outstanding balance: | ||||
|---|---|---|---|---|
| ii. Interest income: . Associates Associates Associates |
June | 30,2022 December 31, 2021 June 30, 2021 735,169 688,974 $ 691,119 $ Three-month period ended Three-month period ended June 30, 2022 June 30,2021 3,324 $ 1,980 $ Six-month period ended Six-month period ended June30,2022 June 30, 2021 5,510 $ 4,167 $ |
June 30, 2021 | |
| $ | 691,119 $ |
|||
| 1,980 $ |
||||
| Six-month period ended June 30, 2021 |
||||
| 4,167 $ |
The loans to associates carry interest at floating rates for the three-month and six-month periods ended June 30, 2022 and 2021.
-
(b) Loans from related parties (recorded as other payables - related parties)
-
i. Outstanding balance:
| i. Outstanding balance: | |||
|---|---|---|---|
| . Other related parties |
June 30,2022 9,574 $ |
December31,2021 9,010 $ |
June 30,2021 |
| 9,127 $ |
ii. Interest expense:
No interest expense was paid on the loans for the three-month and six-month periods ended June 30, 2022 and 2021.
J. Endorsements and guarantees provided to related parties:
| . Associates Other related parties |
June 30,2022 - $ - - $ |
December31,2021 815,365 $ 2,404,006 3,219,371 $ |
June 30,2021 |
|---|---|---|---|
| 1,473,455 $ - |
|||
| 1,473,455 $ |
K. On June 23, 2021, the Board of Directors of the subsidiary, EGH, approved to acquire 85% equity interests of UMS from the other related party, EIS. The transaction date was July 1, 2021, and the transaction price amounted to $7,117 (approx. USD 255).
~95~
-
L. On November 5, 2021, the Board of Directors of the subsidiary, EMA, approved to acquire 100% equity interests of EGJ from the other related party, EIS. The transaction date was January 1, 2022, and the transaction price amounted to $429,597 (approx. USD 15,534).
-
M. On March 15, 2022, the Board of Directors, approved to acquire 31% equity interests of ESRC from the associates, EVA. The transaction date was April 1, 2022, and the transaction price amounted to $192,038
(3) Key management compensation
| Salaries and other short-term employee benefits Post-employment benefits Other long-term benefits Salaries and other short-term employee benefits Post-employment benefits Other long-term benefits |
Three-month period ended June 30,2022 61,767 $ 1,434 18 63,219 $ Six-month period ended June 30,2022 129,382 $ 2,672 18 132,072 $ |
Three-month period ended June 30,2021 47,511 $ 1,129 - |
|---|---|---|
| 48,640 $ |
||
| Six-month period ended June 30,2021 |
||
| 102,562 $ 2,190 - |
||
| 104,752 $ |
~96~
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
==> picture [491 x 33] intentionally omitted <==
----- Start of picture text -----
Book value
Pledged assets June 30, 2022 December 31, 2021 June 30, 2021 Purpose
----- End of picture text -----
| Financial assets at amortised cost - Pledged time deposits Property, plant and equipment -Land -Buildings -Loading and unloading equipment -Ships Investment property -Land -Buildings |
312,688 $ 1,927,571 619,483 1,225,102 45,445,399 1,061,572 1,210,631 51,802,446 $ |
273,791 $ 514,312 1,189,568 1,121,525 55,752,381 1,285,781 4,197,246 64,334,604 $ |
255,942 $ Performance guarantee 514,312 Long-term loan 5,142,313 〞1,190,537 〞57,683,262 〞1,285,781 Long-term loan 3,540,615 〞69,612,762 $ |
|---|---|---|---|
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) Contingencies
None.
(2) Commitments
-
A. As of June 30, 2022, December 31, 2021 and June 30, 2021, the Group had delegated DBS Bank to issue Standby Letter of Credit all amounting to USD 5,000.
-
B. As of June 30, 2022, December 31, 2021 and June 30, 2021, the long-term and medium-term loan facilities granted by the financial institutions with the resolution from the Board of Directors to finance the Group’s purchase of new ships and general working capital requirement amounted to $145,096,941, $69,040,264 and $103,945,452, respectively, and the unutilized credit was $99,017,449, $20,144,475 and $34,091,102, respectively.
-
C. As of June 30, 2022, December 31, 2021 and June 30, 2021, the amount of guaranteed notes issued by the Group for loans borrowed was $87,773,937, $69,995,099 and $86,853,485, respectively.
-
D. To meet its operational needs, the Group signed the shipbuilding contracts. As of June 30, 2022, the total price of the contracts, wherein the vessels have not yet been delivered amounted to USD4,477,081, of which USD3,692,805 remain unpaid.
~97~
-
E. In response to international regulations on sulfur content in shipping fuel, the Group entered into sulfur emission abatement equipment purchase contracts with Wartsila Finland Oy. As of June 30, 2022, the total price of the contracts amounted to USD 8,175, of which USD 4,200 remain unpaid. The Group signed installation contracts with Huarun Dadong Dockyard Co., Ltd., and COSCO Shipping Heavy Industry (Zhoushan) Co., Ltd.. As of June 30, 2022, the total price of the contracts amounted to USD 13,420, of which USD 11,176 remain unpaid.
-
F. To meet its operational needs, the Group signed the loading and unloading equipment purchase contracts. As of June 30, 2022, the total price of the contracts, wherein the equipment has not yet been delivered, amounted to USD 500,827, of which USD 427,030 remain unpaid.
-
G. To meet its operational needs, the Group signed the transportation equipment purchase contracts. As of June 30, 2022, the total price of the contracts, wherein the equipment has not yet been delivered, amounted to USD 77,844, of which USD 56,954 remain unpaid.
-
H. For the Group’s lease contracts which were entered into but not yet completed, as of June 30, 2022, the expected minimum lease payment in the future was $ 25,793,054.
-
I. As of June 30, 2022, the Group had entered into a service contract which was not belonging to lease component. The amount of future commitment payment is provided in Note 6(10).
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
To meet operational needs and replace old containers with new ones, on August 5, 2022, the Board of Directors resolved to acquire 40’ Hi-Cube Refrigerated Containers from Maersk Container Industry. The transaction price was approximately USD 22,875.
12. OTHERS
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’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 Group may adjust the amount of dividends paid to shareholders, return capital to shareholders and issue new shares to maintain an optimal capital structure.
~98~
(2) Financial instruments
A. Financial instruments by category
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost Notes receivable Accounts receivable Other accounts receivable Guarantee deposits paid Financial assets for hedging (including current portion) Financial liabilities Financial liabilities at amortised cost Notes payable Accounts payable Other accounts payable Bonds payable (including current portion) Lease payable (including current portion) Long-term borrowings (including current portion) Guarantee deposits received Financial liabilities for hedging (including current portion) |
June30,2022 5,977 $ 2,048,121 $ 334,582,500 $ 77,803,404 375,940 50,666,424 2,095,728 276,717 465,800,713 $ 14,177,408 $ $ - 37,722,999 109,923,673 6,780,462 88,812,178 45,967,479 583,101 289,789,892 $ 17,346,458 $ |
December31,2021 44,999 $ 2,123,381 $ 107,792,396 $ 93,617,198 357,461 41,180,398 1,130,938 267,607 244,345,998 $ 24,514,739 $ 392 $ 30,374,828 11,595,376 10,772,950 87,439,245 48,785,729 448,863 189,417,383 $ 11,508,873 $ |
June30,2021 |
|---|---|---|---|
| 61,000 $ |
|||
| 2,058,500 $ |
|||
| 73,681,824 $ 31,989,054 256,365 37,840,692 1,113,132 236,754 |
|||
| 145,117,821 $ |
|||
| - $ |
|||
| 3,054 $ 26,846,914 8,632,700 10,747,612 73,769,851 69,788,516 378,396 |
|||
| 190,167,043 $ |
|||
| 10,365,392 $ |
~99~
-
B. Financial risk management policies
-
(a) The Group’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 Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and financial performance.
-
(b) Risk management is carried out by the Group’s Finance Department under policies approved by the Board of Directors. The Group’s Finance Department identifies, evaluates and hedges financial risks in close co-operation with the Group’s Operating Department. The Board of Directors provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD, EUR and CNY. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investment in foreign operations.
-
ii. The Group’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 Group’s Finance Department. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group use forward foreign exchange contracts, transacted with Group’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.
~100~
- iii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD, EUR, CNY and others). 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 EUR:NTD EUR:USD MYR:USD GBP:USD Financial liabilities Monetary items USD:NTD EUR:USD CNY:USD HKD:USD GBP:USD (Foreign currency: functional currency) Financial assets Monetary items USD:NTD EUR:NTD Financial liabilities Monetary items USD:NTD HKD:USD GBP:USD EUR:USD CNY:USD (Foreign currency: functional currency) |
Foreign currency Book value amount Exchangerate (NTD) 1,575,224 $ 29.6700 46,736,896 $ 6,514 30.9577 201,658 14,238 1.0434 440,775 52,018 0.2271 350,500 4,965 1.2109 178,380 1,597,993 $ 29.6700 47,412,452 $ 6,328 1.0434 195,900 257,527 0.1493 1,140,775 121,509 0.1274 459,299 6,238 1.2109 224,115 June30,2022 December31,2021 |
Foreign currency Book value amount Exchangerate (NTD) 1,575,224 $ 29.6700 46,736,896 $ 6,514 30.9577 201,658 14,238 1.0434 440,775 52,018 0.2271 350,500 4,965 1.2109 178,380 1,597,993 $ 29.6700 47,412,452 $ 6,328 1.0434 195,900 257,527 0.1493 1,140,775 121,509 0.1274 459,299 6,238 1.2109 224,115 June30,2022 December31,2021 |
Foreign currency Book value amount Exchangerate (NTD) 1,575,224 $ 29.6700 46,736,896 $ 6,514 30.9577 201,658 14,238 1.0434 440,775 52,018 0.2271 350,500 4,965 1.2109 178,380 1,597,993 $ 29.6700 47,412,452 $ 6,328 1.0434 195,900 257,527 0.1493 1,140,775 121,509 0.1274 459,299 6,238 1.2109 224,115 June30,2022 December31,2021 |
|---|---|---|---|
| Foreign currency amount 1,930,892 $ 9,873 1,375,077 $ 116,492 5,601 4,110 298,559 |
Exchangerate 27.6545 31.3837 27.6545 0.1282 1.3497 1.1326 0.1570 |
Book value (NTD) |
|
| 53,397,853 $ 309,851 38,027,067 $ 413,000 209,059 128,731 1,296,270 |
|||
~101~
| Financial assets Monetary items USD:NTD EUR:NTD GBP:USD Financial liabilities Monetary items USD:NTD HKD:USD GBP:USD EUR:USD CNY:USD (Foreign currency: functional currency) |
Foreign currency Book value amount Exchangerate (NTD) 1,051,919 $ 27.9095 29,358,533 $ 4,424 33.2095 146,919 6,901 1.3852 266,794 1,230,679 $ 27.9095 34,347,636 $ 92,076 0.1288 330,990 6,840 1.3852 264,436 5,209 1.1884 172,770 229,423 0.1547 990,557 June30,2021 |
|---|---|
-
iv. The total exchange gain, including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Group for the three-month and sixmonth periods ended June 30, 2022 and 2021 amounted to $ 3,529,219, $60,919, $3,889,068 and $145,365, respectively.
-
v. Analysis of foreign currency market risk arising from significant foreign exchange variation:
~102~
Six-month period ended June 30, 2022
| Six-monthperiod endedJune30,2022 | Six-monthperiod endedJune30,2022 | Six-monthperiod endedJune30,2022 | |
|---|---|---|---|
| Financial assets Monetary items USD:NTD EUR:NTD EUR:USD MYR:USD GBP:USD Financial liabilities Monetary items USD:NTD EUR:NTD CNY:USD HKD:USD GBP:USD (Foreign currency: functional currency) Financial assets Monetary items USD:NTD EUR:NTD GBP:USD Financial liabilities Monetary items USD:NTD HKD:USD GBP:USD EUR:USD CNY:USD (Foreign currency: functional currency) |
Degree of Effect on Effect on other comprehensive variation profit or loss income 1% 325,596 $ 141,773 $ 1% 2,017 - 1% 4,408 - 1% 3,505 - 1% 1,784 - 1% 300,660 $ 173,465 $ 1% 1,959 - 1% 11,408 - 1% 4,593 - 1% 2,241 - Sensitivity analysis Six-monthperiod endedJune30,2021 |
||
| Sensitivity analysis | |||
| Degree of variation 1% 1% 1% 1% 1% 1% 1% 1% |
Effect on profit or loss 293,585 $ 1,469 2,668 239,822 $ 3,310 2,644 1,728 9,906 |
Effect on other comprehensive income |
|
| - $ - - 103,654 $ - - - - |
|||
~103~
Price risk
-
i. The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated balance sheet at fair value through other comprehensive income. The Group is not exposed to significant commodity price risk. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
-
ii. The Group’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 $20,156 and $20,435 for the six -month periods ended June 30, 2022 and 2021, 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 Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group 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 Group to fair value interest rate risk. During the six -month periods ended June 30, 2022 and 2021, the Group’s borrowings at variable rate were denominated in the NTD and USD.
-
ii. At June 30, 2022 and 2021, if interest rates on borrowings had been 1% higher/lower with all other variables held constant, post-tax profit for the six -month periods ended June 30, 2022 and 2021 would have been $332,223 and $633,303 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 Group 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 notes receivable, accounts receivable, contract assets and financial assets at amortised cost based on the agreed terms.
-
ii. The Group manages their credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
-
iii. The Group manages their credit risk taking into consideration the entire group’s concern. For banks and financial institutions, only independently rated parties with good credit rating are accepted.
~104~
-
iv. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
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 Group classifies customers’ accounts receivable and contract assets in accordance with geographic area. The Group applies the modified approach based on the loss rate methodology to estimate expected credit loss.
-
viii. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights. As of June 30, 2022, December 31, 2021 and June 30, 2021, the Group has no written-off financial assets that are still under recourse procedures.
-
ix. The Group used the forecastability to adjust historical, timely information, economic conditions of the industry, GDP forecast and trade growth rate to assess the default possibility of notes receivable, accounts receivable (including related parties), contract assets and overdue receivables. As of June 30, 2022, December 31, 2021 and June 30, 2021, the loss rate methodology is as follows:
~105~
June 30, 2022 Not past due Up to 30 days 31 to 180 days
| Notes receivable | ||||
|---|---|---|---|---|
| Totalbookvalue | Expectedlossrate | Loss | allowance | |
| $ | 367,239 |
0.0307%~0.5073% | $ | 23 |
| 8,708 |
0% | - | ||
| 16 |
0% | - | ||
| $ | 375,963 |
$ | 23 |
==> picture [422 x 437] intentionally omitted <==
----- Start of picture text -----
Accounts receivable
(including related parties)
June 30, 2022 Total book value Expected loss rate Loss allowance
Not past due $ 41,357,966 0.0000%~0.5935% $ 906
Up to 30 days 8,172,015 0.0652%~3.6445% 3,643
31 to 180 days 1,141,529 0.3973%~8.4802% 537
$ 50,671,510 $ 5,086
Contract assets
June 30, 2022 Total book value Expected loss rate Loss allowance
Not past due $ 4,399,529 0.0000%~0.0307% $ 25
Notes receivable
December 31, 2021 Total book value Expected loss rate Loss allowance
Not past due $ 302,205 0% $ -
Up to 30 days 55,256 0% -
$ 357,461 $ -
Accounts receivable
(including related parties)
December 31, 2021 Total book value Expected loss rate Loss allowance
Not past due $ 29,159,450 0.0000%~0.0280% $ 95
Up to 30 days 10,942,351 0.0556%~0.2497% 271
31 to 180 days 1,083,091 0.0021%~4.5964% 4,128
$ 41,184,892 $ 4,494
Contract assets
December 31, 2021 Total book value Expected loss rate Loss allowance
Not past due $ 4,525,961 0% $ -
----- End of picture text -----
~106~
| Notes receivable | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | Totalbookvalue | Expectedlossrate | Loss allowance | |||||
| Not past due | $ | 256,365 |
0% | $ | - | |||
| Accounts receivable | ||||||||
| (including related parties) | ||||||||
| June 30, 2021 | Total book value | Expectedlossrate | Loss allowance | |||||
| Not past due | $ | 31,129,501 |
0.0000%~0.0097% | $ | 40 |
|||
| Up to 30 days | 6,319,491 |
0.0109%~0.2497% | 4,041 |
|||||
| 31 to 180 days | 398,959 | 0.0021%~6.9519% | 3,178 | |||||
| $ | 37,847,951 |
$ | 7,259 |
|||||
| Contract assets | ||||||||
| June 30, 2021 | Totalbookvalue | Expectedlossrate | Loss allowance | |||||
| Not past due | $ | 4,540,907 |
0% | $ | - |
|||
| Movements in relation to the Group applying | the | modified approach | to provide los | |||||
| allowance for notes receivable, accounts receivable | (including related parties), contrac | |||||||
| assets and overdue receivables are as follows: | ||||||||
| 2022 | ||||||||
| Notes | Accounts | Contract | ||||||
| receivable | receivable | assets | ||||||
| At January 1 | - $ |
($ | 4,494) |
$ | - |
|||
| Business Combination | 17) ( |
( | 221) |
- | ||||
| Provision for impairment | 6) ( |
( | 4,135) |
( | 24) |
|||
| Reversal of impairment loss - |
4,082 | - | ||||||
| Effect of foreign exchange - |
( | 318) |
( | 1) |
||||
| At June 30 | 23) ($ |
($ | 5,086) | ($ | 25) |
- x. Movements in relation to the Group applying the modified approach to provide loss allowance for notes receivable, accounts receivable (including related parties), contract assets and overdue receivables are as follows:
| 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | Accounts | Contract | ||||||
| receivable | receivable | assets | ||||||
| At January 1 | ($ | 1) |
($ | 6,742) |
($ | 205) |
||
| Provision for impairment | - | ( | 961) |
- | ||||
| Reversal of impairment loss | 1 | 306 | 205 | |||||
| Effect of foreign exchange | - | 138 | - | |||||
| At June 30 | $ | - | ($ | 7,259) | $ | - |
(c) Liquidity risk
- i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group’s Finance Department. Group’s Finance Department monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
~107~
- ii. The table below analyses the Group’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 nonderivative financial liabilities.
Non-derivative financial liabilities:
| June 30, 2022 Accounts payable Accounts payable - related parties Other payables Other payables - related parties Bonds payable (including current portion) Long-term loans (including current portion) Lease payable and financial liabilities for hedging (including current portion) |
Less than 3 months |
Between 3 months and 1year |
Between 1 and 2years |
Between 2 and5 years |
Over 5 years |
Total |
|---|---|---|---|---|---|---|
| 36,380,207 $ 347,482 101,996,246 5,769,634 - 4,138,791 3,737,151 |
758,500 $ 236,810 2,148,219 - 2,017,200 4,504,873 10,803,400 |
- $ - - - - 6,027,369 13,243,278 |
- $ - - - 4,981,000 18,676,863 35,675,606 |
- $ - - 9,574 - 17,219,347 52,076,608 |
37,138,707 $ 584,292 104,144,465 5,779,208 6,998,200 50,567,243 115,536,043 |
Non-derivative financial liabilities:
| December 31, 2021 Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Bonds payable (including current portion) Long-term loans (including current portion) Lease payable and financial liabilities for hedging (including current portion) |
Less than 3 months |
Between 3 months and 1year |
Between 1 and 2years |
Between 2 and5 years |
Over 5 years |
Total |
|---|---|---|---|---|---|---|
| 392 $ 29,441,105 295,869 9,171,951 115,148 - 3,056,218 3,708,779 |
- $ 637,854 - 2,299,266 - 4,059,200 6,666,761 15,301,472 |
- $ - - - - 2,017,200 8,228,872 12,230,330 |
- $ - - - - 4,999,900 16,316,358 31,666,745 |
- $ - - - 9,011 - 16,996,771 44,264,033 |
392 $ 30,078,959 295,869 11,471,217 124,159 11,076,300 51,264,980 107,171,359 |
~108~
Non-derivative financial liabilities:
| June 30, 2021 Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Bonds payable (including current portion) Long-term loans (including current portion) Lease payable and financial liabilities for hedging (including current portion) |
Less than 3 months |
Between 3 months and 1year |
Between 1 and 2years |
Between 2 and5 years |
Over 5 years |
Total |
|---|---|---|---|---|---|---|
| 3,054 $ 26,136,117 363,717 6,482,872 121,055 - 4,597,755 3,744,791 |
- $ 347,080 - 2,019,646 - 4,059,200 8,927,712 9,842,879 |
- $ - - - - 2,017,200 14,054,410 17,114,446 |
- $ - - - - 5,000,000 31,151,957 27,202,127 |
- $ - - - 9,127 - 13,706,068 36,057,464 |
3,054 $ 26,483,197 363,717 8,502,518 130,182 11,076,400 72,437,902 93,961,707 |
The Group 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.
~109~
(3) Fair value estimation
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active if it meets all the following conditions: the items traded in the market are homogeneous; willing buyers and sellers can normally be found at any time; and prices are available to the public. The fair value of the Group’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(12).
-
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, financial liabilities for hedging, notes payable, accounts payable, other payables and lease liabilities are approximate to their fair values.
| Financial liabilities: Bonds payable (including current portion) Long-term loans (including current portion) Financial liabilities: Bonds payable (including current portion) Long-term loans (including current portion) |
June30,2022 | ||
|---|---|---|---|
| Fairvalue Bookvalue Level 2 6,780,462 $ 4,780,462 $ 45,967,479 - 52,747,941 $ 4,780,462 $ December31,2021 |
Fairvalue | ||
| Level3 | |||
| 1,995,258 $ 50,916,033 |
|||
| 52,911,291 $ |
|||
| Bookvalue 10,772,950 $ 48,785,729 59,558,679 $ |
Fairvalue Level 2 4,772,950 $ - 4,772,950 $ |
Fairvalue | |
| Level3 | |||
| 6,049,253 $ 51,265,080 |
|||
| 57,314,333 $ |
~110~
| June 30,2021 | June 30,2021 | June 30,2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fairvalue | Fairvalue | |||||||||
| Book value | Level 2 | Level 3 | ||||||||
| Financial liabilities: | ||||||||||
| Bonds payable (including | $ | 10,747,612 |
$ | 4,747,612 |
$ | 6,057,148 |
||||
| current portion) | ||||||||||
| Long-term loans (including | ||||||||||
| current portion) | 69,788,516 |
- |
72,322,214 | |||||||
| $ | 80,536,128 |
$ | 4,747,612 |
$ | 78,379,362 | |||||
| D. The related information of financial instruments measured at fair value | by | level | on the basis of | |||||||
| the nature, characteristics and risks | of the assets are as follows: | |||||||||
| (a) The related information of natures of the assets is as follows: | ||||||||||
| June 30, 2022 | Level 1 | Level 2 | Level | 3 | Total | |||||
| Assets: | ||||||||||
| Recurring fair value measurements | ||||||||||
| Financial assets at fair value | ||||||||||
| through profit or loss | ||||||||||
| Derivative instruments | $ | - |
$ | 5,977 |
$ | - |
$ | 5,977 |
||
| Financial assets at fair value | ||||||||||
| through other comprehensive | ||||||||||
| income | ||||||||||
| Equity securities | 1,284,062 | - | 764,059 | 2,048,121 | ||||||
| $ | 1,284,062 | $ | 5,977 | $ | 764,059 | $ | 2,054,098 | |||
| December 31, 2021 | Level 1 | Level 2 | Level | 3 | Total | |||||
| Assets: | ||||||||||
| Recurring fair value measurements | ||||||||||
| Financial assets at fair value | ||||||||||
| through profit or loss | ||||||||||
| Derivative instruments | $ | - |
$ | 44,999 |
$ | - |
$ | 44,999 |
||
| Financial assets at fair value | ||||||||||
| through other comprehensive | ||||||||||
| income | ||||||||||
| Equity securities | 1,478,540 | - | 644,841 | 2,123,381 | ||||||
| $ | 1,478,540 | $ | 44,999 | $ | 644,841 | $ | 2,168,380 |
~111~
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----- Start of picture text -----
June 30, 2021 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Derivative instruments $ - $ 61,000 $ - $ 61,000
Financial assets at fair value
through other comprehensive
income
Equity securities 1,458,594 - 599,906 2,058,500
$ 1,458,594 $ 61,000 $ 599,906 $ 2,119,500
----- End of picture text -----
-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i. The instruments the Group 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 consolidated 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 Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
iv. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate. Structured interest derivative instruments are measured by using appropriate option pricing models (i.e. Black-Scholes model) or other valuation methods, such as Monte Carlo simulation.
-
v. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’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 Group’s management policies and relevant control procedures relating to the valuation
~112~
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 consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
vi. The Group 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 Group’s credit quality.
-
E. For the six -month periods ended June 30, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
F. The following chart is the movement of Level 3 for the six -month periods ended June 30, 2022 and 2021:
| At January 1 Gains and losses recognised in other comprehensive income (Note 1) At June 30 |
2022 2021 644,841 $ 526,014 $ 119,218 73,892 764,059 $ 599,906 $ |
|---|---|
-
Note 1: Recorded as unrealised gains or losses on valuation of investments in equity instruments measured at fair value through other comprehensive income and exchange differences on translating the financial statements of foreign operations.
-
G. For the six -month periods ended June 30, 2022 and 2021, there was no transfer into or out from Level 3.
-
H. The Group 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.
~113~
- I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
==> picture [506 x 47] intentionally omitted <==
----- Start of picture text -----
Fair value at Significant Range
June 30, Valuation unobservable (weighted Relationship of inputs
2022 technique input average) to fair value
----- End of picture text -----
| Fair value at June 30, 2022 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fairvalue |
|
|---|---|---|---|---|---|
| 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 |
757,287 $ 6,772 Fair value at December 31,2021 |
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 |
7.60~28.62 0.43~3.53 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 |
| 638,069 $ 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 |
7.28~40.52 0.50~3.38 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 |
~114~
==> picture [506 x 47] intentionally omitted <==
----- Start of picture text -----
Fair value at Significant Range
June 30, Valuation unobservable (weighted Relationship of inputs
2021 technique input average) to fair value
----- End of picture text -----
| J | une 30, 2021 |
Valuation technique |
unobservable input |
(weighted average) |
Relationship of inputs to fairvalue |
|
|---|---|---|---|---|---|---|
| Non-derivative equity | ||||||
| instrument: | ||||||
| Market | Price to | The higher the multiple | ||||
| Unlisted shares | $ | 593,134 |
comparable | earnings ratio | 7.52~49.6 | and control premium, |
| companies | multiple | the higher the fair value | ||||
| Price to book ratio multiple |
0.55~3.21 | The higher the multiple and control premium, the higher the fair value |
||||
| The higher the | ||||||
| Discount for | weighted average cost | |||||
| lack of | 20%~30% | of capital and discount | ||||
| marketability | for lack of control, the | |||||
| lower the fair value | ||||||
| Venture capital shares Private equity fund investment |
6,772 | Net asset value |
Not applicable | Not applicable |
- J. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in difference measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets categorised within Level 3 if the inputs used to valuation models have changed:
| Financial assets Equity instrument |
Input | Change | June 30,2022 | June 30,2022 | June 30,2022 | June 30,2022 | June 30,2022 | June 30,2022 | June 30,2022 |
|---|---|---|---|---|---|---|---|---|---|
| Recognised in profit or loss |
Recognised in other comprehensive income |
||||||||
| Favourable change |
Unfavourable change |
Favourable change |
Unfavourable change |
||||||
| Price to earnings ratio/ price to book ratio/ discount for lack of marketability |
±1% | - $ |
- $ |
7,573 $ |
7,573 $ |
~115~
December 31, 2021 Recognised in profit or Recognised in other loss comprehensive income Favourable Unfavourable Favourable Unfavourable Input Change change change change change Financial assets Price to earnings Equity ratio/ price to book ±1% instrument ratio/ discount for lack of marketability $ - $ - $ 6,381 $ 6,381 June 30, 2021 Recognised in profit or Recognised in other loss comprehensive income Favourable Unfavourable Favourable Unfavourable Input Change change change change change Financial assets Price to earnings Equity ratio/ price to book ±1% instrument ratio/ discount for $ - $ - $ 5,931 $ 5,931 lack of marketability
(4) Other
In response to the impact of Covid-19, the Group implemented several measures to control the pandemic in accordance with governments’ prevention measures, including work shifts, redundancy and enhancing employees' health management. At the same time, the Group assessed that Covid-19 did not have a significant impact on the Group's operations and ability to continue as a going concern.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
~116~
- 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.
(4) Information of major shareholder
Information of major shareholder: Please refer to table 9.
14. SEGMENT INFORMATION
(1) General information
Management has determined the operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions.
There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information in this period.
(2) Segment information
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
| is as follows: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six-monthperiod ended | June30,2022 | |||||||||||
| Transportation | Other | Adjustments and | ||||||||||
| Department | Departments | written-off | Total | |||||||||
| Revenue from | $ | 345,198,376 |
$ | 625,496 |
$ | - |
$ | 345,823,872 |
||||
| external customers | ||||||||||||
| Revenue from | ||||||||||||
| internal customers | 43,173,498 | - | ( | 43,173,498) |
- | |||||||
| Segment revenue | 388,371,874 | 625,496 | ( | 43,173,498) |
345,823,872 | |||||||
| Interest income | 937,282 | 14,691 | - | 951,973 | ||||||||
| Interest expense | ( | 1,496,315) |
( | 3,052) |
- | ( | 1,499,367) |
|||||
| Depreciation | ||||||||||||
| and amortisation | ( | 13,041,825) |
( | 154,295) |
- | ( | 13,196,120) |
|||||
| Share of income (loss) of | ||||||||||||
| associates and joint | ||||||||||||
| ventures accounted for | ||||||||||||
| using equity method | 1,821,321 | 4,743,674 | - | 6,564,995 | ||||||||
| Other items | ( | 94,858,734) |
( | 1,085,020) |
- | ( | 95,943,754) |
|||||
| Segment profit | $ | 281,733,603 | $ | 4,141,494 | ($ | 43,173,498) | $ | 242,701,599 | ||||
| Recognisable assets | $ | 820,181,265 |
$ | 13,450,635 |
$ | - |
$ | 833,631,900 |
||||
| Investments accounted for | ||||||||||||
| using equity method | 27,596,652 | 13,297,799 | - | 40,894,451 | ||||||||
| Segment assets | $ | 847,777,917 | $ | 26,748,434 | $ | - | $ | 874,526,351 | ||||
| Segment liabilities | $ | 386,936,090 | $ | 1,428,164 | $ | - | $ | 388,364,254 |
~117~
| Six-monthperiod ended | Six-monthperiod ended | Six-monthperiod ended | Six-monthperiod ended | June30,2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transportation | Other | Adjustments and | |||||||||
| Department | Departments | written-off | Total | ||||||||
| Revenue from | $ | 189,012,652 |
$ | 906,881 |
$ | - |
$ | 189,919,533 |
|||
| external customers | |||||||||||
| Revenue from | |||||||||||
| internal customers | 17,972,532 | - | ( | 17,972,532) |
- |
||||||
| Segment revenue | 206,985,184 | 906,881 | ( | 17,972,532) |
189,919,533 |
||||||
| Interest income | 132,677 | 6,288 | - | 138,965 |
|||||||
| Interest expense | ( | 1,747,108) |
( | 3,021) |
- | ( | 1,750,129) |
||||
| Depreciation | |||||||||||
| and amortisation | ( | 10,697,536) |
( | 134,806) |
- | ( | 10,832,342) |
||||
| Share of income (loss) of | |||||||||||
| associates and joint | |||||||||||
| ventures accounted for | |||||||||||
| using equity method | ( | 5,674) |
2,264,713 | - | 2,259,039 | ||||||
| Other items | ( | 82,019,713) |
( | 811,376) |
- | ( | 82,831,089) |
||||
| Segment profit | $ | 112,647,830 | $ | 2,228,679 | ($ | 17,972,532) | $ | 96,903,977 |
|||
| Recognisable assets | $ | 393,204,046 |
$ | 10,141,184 |
$ | - |
$ | 403,345,230 |
|||
| Investments accounted for | |||||||||||
| using equity method | 25,906,438 | 7,842,248 | - | 33,748,686 | |||||||
| Segment assets | $ | 419,110,484 | $ | 17,983,432 | $ | - | $ | 437,093,916 | |||
| Segment liabilities | $ | 236,370,182 | $ | 968,470 |
$ | - |
$ | 237,338,652 |
(3) Reconciliation for segment income (loss)
-
A. Sales between segments are carried out at arm’s length. The revenue from external parties reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income.
-
B. The amounts provided to the chief operating decision-maker with respect to total assets are measured in a manner consistent with that in the balance sheet.
-
C. The amounts provided to the chief operating decision-maker with respect to total liabilities are measured in a manner consistent with that in the balance sheet.
-
D. The amounts provided to the chief operating decision-maker with respect to segment profit (loss) are measured in a manner consistent with the income (loss) before tax from continuing operations.
~118~
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others Six -month period ended June 30, 2022
Table 1
Expressed in thousands of TWD/thousands of foreign currency
| Number (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during the six-month period ended June 30, 2022 (Note 3) |
Balance at June 30, 2022 (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. |
Clove Holding Ltd. | Receivables from related parties |
Yes | 237,360 $ |
237,360 $ |
222,525 $ |
2.06071%~2.72629% | 2 | - $ |
Working capital requirement |
- $ |
None | - $ |
29,742,107 $ |
37,177,634 $ |
(Note9) |
| 1 | Peony Investment S.A. |
Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 599,334 | 599,334 | 599,334 | 2.29971% | 2 | - | Working capital requirement |
- | None | - | 14,871,053 | 37,177,634 | |
| 1 | Peony Investment S.A. |
Whitney Equipment LLC. |
Receivables from related parties |
Yes | 178,020 | 178,020 | - | - | 2 | - | Working capital requirement |
- | None | - | 29,742,107 | 37,177,634 | (Note9) |
| 2 | Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 134,850 | 134,850 | 134,850 | 2.29971% | 2 | - | Working capital requirement |
- | None | - | 19,733,696 | 39,467,392 | |
| 3 | Everport Terminal Services Inc. |
Whitney Equipment LLC. |
Receivables from related parties |
Yes | 495,210 | 326,370 | 178,020 | 2.03240% |
2 | - | Working capital requirement |
- | None | - | 1,791,634 | 2,239,543 | (Note9) |
| 4 | Evergreen Marine (Asia) Pte. Ltd. |
Evergreen Business Process Inc. |
Receivables from related parties |
Yes | 67,885 | 67,885 | 67,885 | 1.95100% |
2 | - | Working capital requirement |
- | None | - | 75,980,213 | 94,975,267 | (Note9) |
- 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 six-month period ended June 30, 2022
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 2,506,076 * 29.6700 * 20% = 14,871,053
Evergreen Marine (Hong Kong) Ltd. : USD 3,325,530 * 29.6700 * 20% = 19,733,696
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 2,506,076 * 29.6700 * 40% = 29,742,107
Everport Terminal Services Inc. : USD 150,963 * 29.6700 * 40% = 1,791,634
Evergreen Marine (Asia) Pte. Ltd. : USD 6,402,108 * 29.6700 * 40% = 75,980,213
- 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 3,325,530 * 29.6700 * 40% = 39,467,392
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 2,506,076 * 29.6700 * 50% = 37,177,634
Everport Terminal Services Inc. : USD 150,963 * 29.6700 * 50% = 2,239,543 Evergreen Marine (Asia) Pte. Ltd. : USD 6,402,108 * 29.6700 * 50% = 94,975,267 。
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.
Note 9: This transaction was written off when the consolidated financial statements were prepared.
Evergreen Marine Corporation (Taiwan) Ltd.
Provision of endorsements and guarantees to others Six-month period ended June 30, 2022
Table 2
Expressed in thousands of TWD/thousands of foreign currency
| 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 June 30, 2022 (Note 4) |
Outstanding endorsement/ guarantee amount at June 30, 2022 (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 | 902,630,078 $ |
37,067,493 $ |
34,146,233 $ |
21,995,463 $ |
- $ |
7.57% |
1,128,287,598 $ |
Y | N | N | |
| 0 | Evergreen Marine Corporation |
Peony Investment S.A. | 2 | 902,630,078 | 140,280 | - | - | - | 0.00% |
1,128,287,598 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (UK) Limited | 2 | 902,630,078 | 1,543,080 | 741,750 | - | - | 0.16% |
1,128,287,598 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Everport Terminal Services Inc. | 2 | 902,630,078 | 1,803,936 | 1,803,936 | 1,278,265 | - | 0.40% |
1,128,287,598 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (Asia) Pte. Ltd. | 2 | 902,630,078 | 86,867,861 | 86,611,833 | 1,969,969 | - | 19.19% |
1,128,287,598 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (Hong Kong) Ltd. |
2 | 902,630,078 | 6,899,128 | 6,899,128 | 5,904,330 | - | 1.53% |
1,128,287,598 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Heavy Industrial Corp. (M) Berhad |
2 | 902,630,078 | 1,453,177 | 1,453,177 | - | - | 0.32% |
1,128,287,598 | Y |
N | N |
Provision of endorsements and guarantees to others Six-month period ended June 30, 2022
Evergreen Marine Corporation (Taiwan) Ltd.
Table 2
Expressed in thousands of TWD/thousands of foreign currency
| 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 June 30, 2022 (Note 4) |
Outstanding endorsement/ guarantee amount at June 30, 2022 (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 (Asia) Pte. Ltd. |
Evergreen Shipping Agency (Japan) Corp. |
2 | 379,901,067 $ |
2,432,147 $ |
2,170,687 $ |
969,568 $ |
- | 1.14% |
474,876,334 $ |
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: 451,315,039 * 250% = 1,128,287,598
Limit on endorsement or guarantees provided by the Company for a single entity is $225,657,520 (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 $902,630,078.)
-
According to the credit policy of Evergreen Marine (Asia) Pte. Ltd., the calculation for total amount of endorsements/guarantees is as follows:
Ceiling on total amount of endorsements/guarantees: USD 6,402,108 * 29.6700 * 250% = 474,876,334
Limit on endorsements or guarantees provided for a single entity : 379,901,067 (Amounting to 200% 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) Six-month period ended June 30, 2022
| Six-month period ended June 30, 2022 | Six-month period ended June 30, 2022 | Six-month period ended June 30, 2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| 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 June 30, 2022 | 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 | 18,568 | 1.44% | 18,568 | |||
| TopLogis, Inc. | 〃 |
2,464 | 23,480 | 17.48% | 23,480 | |||
| Ever Accord Construction Corp. | Other related party | 〃 |
10,500 | 112,599 | 17.50% | 112,599 | ||
| Central Reinsurance Corp. | Other related party | 〃 |
49,866 | 1,284,062 | 8.45% | 1,284,062 | ||
| Financial bonds: | ||||||||
| Sunny Bank 2nd Subordinate Financial Debentures-B Issue in 2015 | Financial asset measured at atmortised cost -current |
- | 50,000 | - | 50,000 | |||
| Sunny Bank 3rd Subordinate Financial Debentures-B Issue in 2017 | Financial asset measured at atmortised cost - non-current |
- | 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 | 498 USD |
5.27% | 498 USD |
||
| South Asia Gateway Terminals (Private) Ltd. | 〃 |
18,942 | 19,799 USD |
5.00% | 19,799 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 | 230 PHP |
0.0167% | 230 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
Six-month period ended June 30, 2022
Table 4
Expressed in thousands of TWD/thousands of foreign currency
| 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 | Everport Terminal Services Inc. | Subsidiary | Purchases | 712,907 $ |
2% | 30~60 days | $ - | - | $ - | 0% | (Note) |
| Taiwan Terminal Services Co., Ltd. | Subsidiary | Purchases | 428,413 | 1% | 30~60 days | - | - | 95,787) ( |
1% | (Note) | |
| Italia Marittima S.P.A. | Investee of Balsam Investment (NetherLands) N.V. |
Purchases | 147,791 | 1% | 30~60 days | - | - | 4,099) ( |
0% | ||
| Sales | 273,195 | 0% | 30~60 days | - | - | 39,128 | 0% | ||||
| Evergreen International Storage and Transport Corp. |
Other related parties | Purchases | 421,916 | 1% | 30~60 days | - | - | 56,400) ( |
1% | ||
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 673,910 | 2% | 30~60 days | - | - | - | 0% | ||
| Evergreen International Corp. | Other related parties | Purchases | 388,745 | 1% | 30~60 days | - | - | 232) ( |
0% | ||
| Evergreen Marine (UK) Limited | Indirect subsidiary | Purchases | 189,686 | 1% | 30~60 days | - | - | 74) ( |
0% | (Note) | |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Purchases | 143,538 | 0% | 30~60 days | - | - | 64,961) ( |
1% | ||
| Sales | 954,075 | 1% | 30~60 days | - | - | 328,310 | 3% | ||||
| Evergreen Marine (Hong Kong) Ltd. |
Subsidiary | Purchases | 2,039,039 | 7% | 30~60 days | - | - | 3,869) ( |
0% | (Note) | |
| Sales | 920,807 | 1% | 30~60 days | - | - | 126,264 | 1% | (Note) | |||
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary | Purchases | 1,157,236 | 4% | 30~60 days | - | - | 97,846) ( |
1% | (Note) | |
| Sales | 2,837,762 | 4% | 30~60 days | - | - | 678,472 | 6% | (Note) | |||
| Round-The-World Logistics (U.S.A) Corp. |
Other related parties | Sales | 533,441 | 1% | 30~60 days | - | - | - | 0% | ||
| Evergreen Logistics Corp. | Other related parties | Sales | 221,873 | 0% | 30~60 days | - | - | 3,276 | 0% |
| 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 Marine Corp. (Malaysia) Sdn.Bhd. |
Indirect subsidiary | Purchases | 126,709 $ |
0% | 30~60 days | $ - | - | $ - | 0% | (Note) |
| Evergreen Shipping Agency (Vietnam) Corp. |
Indirect subsidiary | Purchases | 196,144 | 1% | 30~60 days | - | - | - | 0% | (Note) | |
| PT. Evergreen Shipping Agency Indonesia |
Associates | Purchases | 135,354 | 0% | 30~60 days | - | - | - | 0% | ||
| Evergreen Shipping Agency (Japan) Corporation |
Indirect subsidiary | Purchases | 120,906 | 0% | 30~60 days | - | - | - | 0% | (Note) | |
| Taipei Port Container Terminal Corporation |
Associates | Purchases | 121,454 | 0% | 30~60 days | - | - | (162,308) | 2% | ||
| Taiwan Terminal Services Co.,Ltd. |
Evergreen Marine Corp. | The parent | Sales | 428,413 | 100% | 30~60 days | - | - | 95,787 | 100% | (Note) |
| Everport Terminal Services Inc. | Evergreen Marine Corp. | The parent | Sales | 24,823 USD |
10% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 23,471 USD |
9% | 30 days | - | - | - | 0% | ||
| Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 47,494 USD |
18% | 30 days | - | - | - | 0% | (Note) | |
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 104,618 USD |
40% | 30 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 3,517 USD |
2% | 30 days | - | - | - | 0% | ||
| Evergreen Marine (Hong Kong) Ltd. |
Evergreen Marine Corp. | The parent | Sales | 70,999 USD |
4% | 30~60 days | - | - | 130 USD |
0% | (Note) |
| Purchases | 32,062 USD |
5% | 30~60 days | - | - | 4,256) (USD |
3% | (Note) | |||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | 9,668 USD |
1% | 30~60 days | - | - | 2,344 USD |
0% | ||
| Purchases | 8,391 USD |
1% | 30~60 days | - | - | 526) (USD |
0% | ||||
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 118,725 USD |
6% | 30~60 days | - | - | 45 USD |
0% | ||
| Purchases | 5,304 USD |
1% | 30~60 days | - | - | 979) (USD |
1% | ||||
| Evergreen International Corp. | Other related parties | Purchases | 4,340 USD |
1% | 30~60 days | - | - | - | 0% | ||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Purchases | 11,262 USD |
2% | 30~60 days | - | - | 96) (USD |
0% | (Note) |
| 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 (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 297,437 USD |
16% | 30~60 days | $ - | - | 1,081 USD |
0% | (Note) |
| Purchases | 23,373 USD |
4% | 30~60 days | - | - | - | 0% | (Note) | |||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company | Purchases | 47,494 USD |
7% | 30 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 21,418 USD |
3% | 30~60 days | - | - | - | 0% | ||
| Evergreen Shipping Agency (Vietnam) Corp. |
Indirect subsidiary of the Parent Company |
Purchases | 5,180 USD |
1% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Thailand) Co., Ltd |
Indirect subsidiary of the Parent Company |
Purchases | 3,723 USD |
1% | 30~60 days | - | - | - | 0% | (Note) | |
| Round The World Logistics (U.S.A) Corp. |
Other related parties | Sales | 15,039 USD |
1% | 30~60 days | - | - | - | 0% | ||
| Evergreen Shipping Agency (China) Co., Ltd. |
Subsidiary | Purchases | 19,103 USD |
3% | 30~60 days | - | - | 3,155) (USD |
2% | (Note) | |
| Evergreen Shipping Agency (Japan) Corporation |
Other related parties | Purchases | 3,627 USD |
1% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Marine (Asia) Pte. Ltd. | Evergreen Marine Corp. | The parent | Sales | 40,295 USD |
0% | 30~60 days | - | - | 3,298 USD |
0% | (Note) |
| Purchases | 98,810 USD |
3% | 30~60 days | - | - | 22,867) (USD |
3% | (Note) | |||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Purchases | 203,092 USD |
7% | 30~60 days | - | - | 381) (USD |
0% | (Note) | |
| Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 23,373 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Purchases | 297,437 USD |
10% | 30~60 days | - | - | 1,081) (USD |
0% | (Note) | |||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | 6,828 USD |
0% | 30~60 days | - | - | - | 0% | ||
| Purchases | 48,473 USD |
2% | 30~60 days | - | - | 1,460) (USD |
0% | ||||
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 35,362 USD |
0% | 30~60 days | - | - | 680 USD |
0% | ||
| Purchases | 22,540 USD |
1% | 30~60 days | - | - | 872) (USD |
0% | ||||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Purchases | 81,601 USD |
3% | 30~60 days | - | - | - | 0% | (Note) |
| 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 (Asia) Pte. Ltd. | Round The World Logistics (U.S.A) Corp. |
Other related parties | Sales | 56,912 USD |
1% | 30~60 days | $ - | - | $ - | 0% | |
| Evergreen Logistics Corp. | Other related parties | Sales | 23,080 USD |
0% | 30~60 days | - | - | - | 0% | ||
| Evergreen International Corp. | Other related parties | Purchases | 16,531 USD |
1% | 30~60 days | - | - | - | 0% | ||
| Evergreen International Storage and Transport Corp. |
Associates | Purchases | 9,748 USD |
0% | 30~60 days | - | - | - | 0% | ||
| Evergreen Shipping Agency (India) Pvt. Ltd. |
Indirect subsidiary of the Parent Company |
Purchases | 6,682 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Thailand) Co., Ltd |
Indirect subsidiary of the Parent Company |
Purchases | 9,367 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| PT. Evergreen Shipping Agency Indonesia |
Associates | Purchases | 8,143 USD |
0% | 30~60 days | - | - | - | 0% | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | 12,321 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Marine Co. (Malaysia) SDN.BHD. |
Indirect subsidiary of the Parent Company |
Purchases | 11,949 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Vietnam) Corp. |
Indirect subsidiary of the Parent Company |
Purchases | 19,060 USD |
1% | 30~60 days | - | - | - | 0% | (Note) | |
| Everport Terminal Services Inc. | Subsidiary of the Parent Company | Purchases | 104,618 USD |
3% | 30 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 106,369 USD |
4% | 30~60 days | - | - | - | 0% | ||
| Evergreen Shipping Agency (Japan) Corporation |
Subsidiary | Purchases | 13,154 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Korea) Corp. |
Indirect subsidiary of the Parent Company |
Purchases | 5,347 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Italy) S.p.A. |
Indirect subsidiary of the Parent Company |
Purchases | 4,561 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency Philippines Corporation |
Indirect subsidiary of the Parent Company |
Purchases | 3,695 USD |
0% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Insurance Company Limited |
Associates | Purchases | 4,430 USD |
0% | 30~60 days | - | - | 841) (USD |
0% | ||
| Taipei Port Container Terminal Corporation |
Associates | Purchases | 8,826 USD |
0% | 30~60 days | - | - | - | 0% | ||
| Greencompass Marine S.A. | Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 203,092 USD |
99% | 30~60 days | - | - | 381 USD |
25% | (Note) |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine (UK) Limited | Evergreen Marine Corp. | The Parent | Sales | 6,605 USD |
3% | 30~60 days | $ - | - | 2 USD |
0% | (Note) |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 12,954 USD |
6% | 30~60 days | - | - | 240 USD |
0% | ||
| Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 11,262 USD |
5% | 30~60 days | - | - | 96 USD |
0% | (Note) | |
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 81,601 USD |
37% | 30~60 days | - | - | 1,011 USD |
1% | (Note) | |
| Evergreen Heavy Industrial Corp.(Malaysia) Berhad |
Gaining Enterprise S.A. | Other related parties | Sales | 15,264 USD |
29% | 45 days | - | - | - | 0% | |
| Evergreen Shipping Agency (Europe) GmbH |
Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 5,265 EUR |
25% | 30~60 days | - | - | 927 EUR |
1% | |
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 11,287 EUR |
53% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Thailand) Co., Ltd |
Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 316,044 THB |
42% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 148,084 THB |
19% | 30~60 days | - | - | 32,769 THB |
3% | ||
| Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 125,632 THB |
17% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Marine Co. (Malaysia) SDN.BHD. |
Evergreen Marine Corp. | The Parent | Sales | 18,861 MYR |
16% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 51,082 MYR |
43% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 18,552 MYR |
16% | 30~60 days | - | - | 3,931 MYR |
3% | ||
| Evergreen Shipping Agency (Japan) Corporation |
Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 1,621,278 JPY |
44% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Marine Corp. | The Parent | Sales | 518,884 JPY |
14% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 664,067 JPY |
18% | 30~60 days | - | - | 800 JPY |
0% | ||
| Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 447,069 JPY |
12% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Vietnam) Corp. |
Evergreen Marine Corp. | The Parent | Sales | 156,607,980 VND |
18% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 150,864,512 VND |
17% | 30~60 days | - | - | 47,499,883 VND |
8% |
| 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 (Vietnam) Corp. |
Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 118,777,095 VND |
13% | 30~60 days | $ - | - | $ - | 0% | (Note) |
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 437,064,848 VND |
50% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (Korea) Corp. |
Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | KRW 6,600,498 | 46% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Shipping Agency (India) Private Ltd. |
Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | 279,209 INR |
25% | 30~60 days | - | - | - | 0% | |
| Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 509,558 INR |
45% | 30~60 days | - | - | - | 0% | (Note) | |
| Evergreen Shipping Agency (China) Co., Ltd. |
Evergreen Marine (Hong Kong) Ltd. |
Subsidiary of the Parent Company | Sales | 123,834 CNY |
100% | 30~60 days | - | - | CNY 21,136 | 100% | (Note) |
| Evergreen Shipping Agency (Italy) S.p.A. |
Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | EUR 4,178 | 32% | 30~60 days | - | - | - | 0% | (Note) |
| Evergreen Marine (Singapore) Pte. Ltd. |
Other related parties | Sales | EUR 4,403 | 33% | 30~60 days | - | - | EUR 958 | 2% | ||
| Evergreen Shipping Agency Philippines Corporation |
Evergreen Marine (Asia) Pte. Ltd. | Subsidiary of the Parent Company | Sales | 192,781 PHP |
47% | 30~60 days | - | - | - | 0% | (Note) |
Note: This transaction was written off when the consolidated financial statements were prepared.
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 Six-month period ended June 30, 2022
| Six-month period ended June 30, 2022 | Six-month period ended June 30, 2022 | Six-month period ended June 30, 2022 | Six-month period ended June 30, 2022 | Six-month period ended June 30, 2022 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Table 5 | Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
||||||||
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at June 30, 2022 (Note 1) |
Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
Footnote | |
| Amount | Action taken | ||||||||
| Evergreen Marine Corporation | Evergreen Marine (Hong Kong) Ltd. | Subsidiary | 126,264 $ |
- | - $ |
- | 112,253 $ |
- $ |
Note |
| Evergreen Marine Corporation | Evergreen Marine (Asia) Pte. Ltd. | Subsidiary | 678,472 | - | - | - | 637,621 | - | Note |
| Evergreen Marine Corporation | Evergreen Marine (Singapore) Pte. Ltd. | Other related parties | 328,310 | - | - | - | 269,857 | - | |
| Peony Investment S.A. | Clove Holding Ltd. | Subsidiary | 7,562 USD |
- | - | - | - | - | Note |
| Peony Investment S.A. | Colon Container Terminal, S.A. | Associates | 20,227 USD |
- | - | - | - | - | |
| Everport Terminal Services Inc. | Evergreen Shipping Agency (America) Corporation |
Other related parties | 44,755 USD |
- | - | - | 37,500 USD |
- | |
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Evergreen Marine Corporation | The parent | 9,894 USD |
- | - | - | 9,894 USD |
- | Note |
| Evergreen Marine (Hong Kong) Ltd. | Colon Container Terminal, S.A. | Associates | 4,551 USD |
- | - | - | - | - |
Note: This transaction was written off when the consolidated financial statements were prepared.
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 Six-month period ended June 30, 2022
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 0 0 0 1 2 2 2 2 2 2 2 2 |
Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Greencompass Marine S.A. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. |
Taiwan Terminal Services Co.,Ltd. Evergreen Marine (UK) Limited Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Evergreen Shipping Agency (Vietnam) Corp. Evergreen Marine Corp. (Malaysia) SDN BHD Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Shipping Agency (Japan) Corporation Evergreen Marine (Hong Kong) Ltd. Evergreen Heavy Industrial Corp(Malaysia) Berhad Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (UK) Limited Evergreen Shipping Agency (India) Pvt. Ltd. Evergreen Shipping Agency (Thailand) Co., Ltd. Evergreen Shipping Agency (Europe) GmbH Evergreen Shipping Agency (Vietnam) Corp. Everport Terminal Services Inc. Evergreen Shipping Agency (Japan) Corporation |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 3 3 3 3 3 3 3 3 |
Operating cost Operating cost Operating cost Operating revenue Shipowner's account - credit Operating revenue Operating cost Operating cost Operating cost Operating cost Accounts Receivable Accounts Receivable Operating cost Shipowner's account - debit Other payables Operating revenue Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost |
428,413 $ 189,686 1,157,236 2,837,762 1,380,979 920,807 2,039,039 712,907 196,144 126,709 678,472 126,264 120,906 1,476,503 293,555 5,832,688 8,542,211 2,343,541 191,912 269,006 353,853 547,403 3,004,577 377,777 |
Note 4 " " " " " " " " " " " " " " " " " " " " " " " |
0.12 0.05 0.33 0.82 0.16 0.27 0.59 0.21 0.06 0.04 0.08 0.01 0.03 0.17 0.03 1.69 2.47 0.68 0.06 0.08 0.10 0.16 0.87 0.11 |
| 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 2 2 2 2 2 2 3 3 3 3 3 3 3 4 |
Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. Evergreen Marine (Asia) Pte. Ltd. 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. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Peony Investment S.A. |
Evergreen Marine Corp. (Malaysia) SDN BHD Evergreen Shipping Agency (India) Pvt. Ltd. Evergreen Marine (UK) Limited Evergreen Shipping Agency (Argentina) S.A. Unigreen Marine S.A. Evergreen Shipping Agency (Japan) Corporation Evergreen Shipping Agency (Korea) Corporation Evergreen Shipping Agency (Italy) S.p.A. Evergreen Shipping Agency Philippines Corporation Evergreen Marine (UK) Limited Evergreen Shipping Agency (Thailand) Co., Ltd. Everport Terminal Services Inc. Evergreen Shipping Agency (China) Co., Ltd Evergreen Shipping Agency (Vietnam) Corp. Evergreen Shipping Agency (Japan) Corporation Evergreen Marine (Asia) Pte. Ltd. Clove Holding Ltd. |
3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 |
Operating cost Agency's account - debit Shipowner's account - debit Agency's account - debit Agency's account - debit Agency's account - debit Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Other receivables |
343,177 $ 115,893 225,790 142,359 459,023 105,717 153,564 130,987 106,110 323,437 106,934 1,364,008 548,630 148,763 104,172 671,249 224,371 |
Note 4 " " " " " " " " " " " " " " " " |
0.10 0.01 0.03 0.02 0.05 0.01 0.04 0.04 0.03 0.09 0.03 0.39 0.16 0.04 0.03 0.19 0.03 |
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.
Information on investees (not including investee company of Mainland China)
Six-month period ended June 30, 2022
Table 7
Expressed in thousands of shares/thousands of TWD
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Net profit (loss) of the investee For the six-month period ended June 30, 2022 (Note 2(2)) |
Investment income (loss) recognised by the Company For the six-month period ended June 30, 2022 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2022 |
Balance as of December 31, 2021 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine Corporation |
Peony Investment S.A. | Republic of Panama |
Investment activities | 14,137,755 $ |
14,137,755 $ |
4,765 | 100.00 | 74,103,256 $ |
8,901,244 $ |
8,769,155 $ |
Subsidiary of the Company (Note) |
| Taiwan Terminal Services Co., Ltd. | Taiwan | Loading and discharging operations of container yards |
55,000 | 55,000 | 5,500 | 55.00 | 70,608 | 13,087 | 7,198 | 〃(Note) |
|
| Everport Terminal Services Inc. | U.S.A | Terminal services | 2,967 | 2,967 | 1 | 94.43 | 4,078,777 | 750,684 | 708,861 | 〃(Note) |
|
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation and shipping agency |
6,211,415 | 6,211,415 | 6,320 | 79.00 | 79,591,000 | 35,893,126 | 26,867,310 | 〃(Note) |
|
| Evergreen Shipping Agency (Israel) Ltd. | Israel | Shipping agency | 9,107 | 9,107 | 1,062 | 59.00 | 85,913 | 92,581 | 54,623 | 〃(Note) |
|
| Evergreen Marine (Asia) Pte. Ltd. | Singapore | Marine transportation | 1,483,500 | 1,483,500 | 50,000 | 100.00 | 189,868,112 | 148,633,029 | 148,552,404 | 〃(Note) |
|
| Charng Yang Development Co.,Ltd. | Taiwan | Development, rental, sale of residential and commercial buildings |
320,000 | 320,000 | 58,542 | 40.00 | 533,720 | 77,880 | 31,152 | 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 | 11,331,594 | 2,035,120 | 826,527 | 〃 |
|
| Evergreen Security Corporation | Taiwan | General security guards services | 217,037 | 25,000 | 12,622 | 62.25 | 329,416 | 20,000 | 8,734 | Subsidiary of the Company (Note) |
|
| EVA Airways Corporation | Taiwan | International passengers and cargo transportation |
11,276,823 | 11,276,823 | 776,541 | 14.69 | 12,645,607 | 3,349,590 | 771,473 | Investee accounted for using equity method |
|
| Taipei Port Container Terminal Corporation |
Taiwan | Container distribution and cargo stevedoring |
1,446,196 | 1,446,196 | 144,799 | 27.85 | 1,789,586 | 342,006 | 95,235 | 〃 |
|
| Ever Ecove Corporation | Taiwan | Waste treatment and combined heat and power |
305,000 | 305,000 | 30,500 | 19.06 | 302,497 | 15,370 | 2,930 | 〃 |
|
| VIP Greenport Joint Stock Company | Vietnam | Terminal services | 178,750 | 178,750 | 13,750 | 21.74 | 315,288 | 181,177 | 39,386 | 〃 |
|
| Peony Investment S.A. | Clove Holding Ltd. | British Virgin Islands |
Investment holding company | 1,559,137 | 1,559,137 | 10 | 100.00 | 3,142,766 | 187,423 | 187,423 | Indirect subsidiary of the Company (Note) |
| Evergreen Shipping Agency (Europe) GmbH |
Germany | Shipping agency | 246,736 | 246,736 | - | 100.00 | 134,533 | 14,263 | 14,263 | 〃(Note) |
|
| Evergreen Shipping Agency (Korea) Corporation |
South Korea | Shipping agency | 71,979 | 71,979 | 121 | 100.00 | 223,491 | 203,794 | 203,794 | 〃(Note) |
|
| Greencompass Marine S.A. | Republic of Panama |
Marine transportation | 10,488,345 | 10,488,345 | 3,535 | 100.00 | 34,991,903 | 857,048 | 857,048 | 〃(Note) |
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Net profit (loss) of the investee For the six-month period ended June 30, 2022 (Note 2(2)) |
Investment income (loss) recognised by the Company For the six-month period ended June 30, 2022 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2022 |
Balance as of December 31, 2021 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | Evergreen Shipping Agency (India) Pvt. Ltd. |
India | Shipping agency | 34,913 $ |
34,913 $ |
100 $ |
99.999 | 296,218 $ |
275,689 $ |
275,686 $ |
Indirect subsidiary of the Company ~~(Note)~~ |
| Evergreen Argentina S.A. | Argentina | Leasing | 4,154 | 4,154 | 150 | 95.00 | 48,373 | 1,575) ( |
1,496) ( |
〃(Note) |
|
| PT. Multi Bina Pura International | Indonesia | Loading and discharging operations of container yards and inland transportation |
252,965 | 252,965 | 18 | 95.03 | 462,629 | 42,033 | 39,944 | 〃(Note) |
|
| PT. Multi Bina Transport | Indonesia | Container repair, cleaning and inland transportation |
23,863 | 23,863 | 2 | 17.39 | 13,101 | 4,279) ( |
744) ( |
〃(Note) |
|
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Malaysia | Container manufacturing | 809,838 | 809,838 | 42,120 | 84.44 | 1,152,857 | 93,759 | 79,170 | 〃(Note) |
|
| Evergreen Shipping (Spain) S.L. | Spain | Shipping agency | 200,133 | 200,133 | 6 | 100.00 | 262,352 | 163,038 | 163,038 | 〃(Note) |
|
| Evergreen Shipping Agency (Italy) S.p.A. |
Italy | Shipping agency | 69,784 | 69,784 | 0.55 | 55.00 | 139,252 | 179,614 | 98,788 | 〃(Note) |
|
| Evergreen Marine (UK) Limited | U.K | Marine transportation | 3,978,825 | 3,978,825 | 765 | 51.00 | 13,828,796 | 1,217,970 | 621,165 | 〃(Note) |
|
| Evergreen Shipping Agency (Australia) Pty. Ltd. |
Australia | Shipping agency | 50,688 | 50,688 | 1 | 100.00 | 132,945 | 121,215 | 121,215 | 〃(Note) |
|
| Evergreen Shipping Agency (Russia) Ltd. |
Russia | Shipping agency | 25,160 | 25,160 | - | 51.00 | 63,880 | 79,938 | 40,768 | 〃(Note) |
|
| Evergreen Shipping Agency (Thailand) Co., Ltd. |
Thailand | Shipping agency | 66,550 | 66,550 | 680 | 85.00 | 385,594 | 412,489 | 350,615 | 〃(Note) |
|
| Evergreen Agency (South Africa) (Pty) Ltd. |
South Africa | Shipping agency | 17,238 | 17,238 | 5,500 | 55.00 | 69,819 | 52,974 | 29,136 | 〃(Note) |
|
| Evergreen Shipping Agency (Vietnam) Corp. |
Vietnam | Shipping agency | 36,524 | 36,524 | - | 100.00 | 867,358 | 826,562 | 826,562 | 〃(Note) |
|
| PT. Evergreen Shipping Agency Indonesia |
Indonesia | Shipping agency | 28,869 | 28,869 | 0.441 | 49.00 | 363,279 | 309,129 | 151,473 | Investee company of Peony accounted for using equity method |
|
| Luanta Investment (Netherlands) N.V. | Curaçao | Investment holding company | 1,410,490 | 1,410,490 | 460 | 50.00 | 787,412 | 47,936 | 23,968 | 〃 |
|
| Balsam Investment (Netherlands) N.V. | Curaçao | Investment holding company | 12,392,756 | 12,392,756 | 0.451 | 49.00 | 8,600,695 | 8,702,731 | 4,264,338 | 〃 |
|
| Evergreen Shipping Agency Co. (U.A.E.) LLC |
United Arab Emirates |
Shipping agency | 61,773 | 61,773 | - | 49.00 | 147,337 | 204,396 | 100,154 | 〃 |
|
| Greenpen Properties Sdn. Bhd. | Malaysia | Renting estate and storehouse company | 12,641 | 12,641 | 1,500 | 30.00 | 7,495) ( |
1,917 | 575 | 〃 |
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Net profit (loss) of the investee For the six-month period ended June 30, 2022 (Note 2(2)) |
Investment income (loss) recognised by the Company For the six-month period ended June 30, 2022 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2022 |
Balance as of December 31, 2021 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | Evergreen Marine Corp. (Malaysia) SDN.BHD. |
Malaysia | Shipping agency | 279,319 $ |
279,319 $ |
500 | 100.00 | 707,366 $ |
483,086 $ |
483,086 $ |
Indirect subsidiary of the Company (Note) |
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation and shipping agency |
78,626 | 78,626 | 80 | 1.00 | 1,026,330 | 35,893,126 | 358,424 | Subsidiary of the Company (Note) |
|
| Ics Depot Services Snd. Bhd. | Malaysia | Depot services | 33,052 | 33,052 | 286 | 28.65 | 67,954 | 14,082 | 4,034 | Investee company of Peony accounted for using equity method |
|
| Clove Holding Ltd. | Colon Container Terminal, S.A. | Republic of Panama |
Inland container storage and loading | 678,256 | 678,256 | 22,860 | 40.00 | 2,873,027 | 369,264 | 147,706 | Investee company of Clove Holding Ltd. accounted for using equity method |
| Everport Terminal Services Inc. | U.S.A | Terminal services | 192,972 | 192,972 | 0.059 | 5.57 | 400,308 | 750,684 | 41,823 | Indirect subsidiary of the Company (Note) |
|
| Everport Terminal Services Inc. |
Whitney Equipment LLC. | U.S.A | Equipment Leasing Company | 5,934 | 5,934 | - | 100.00 | 327,188 | 29,079 | 29,079 | 〃(Note) |
| PT. Multi Bina Pura International |
PT. Multi Bina Transport | Indonesia | Container repair cleaning and inland transportation |
97,953 | 97,953 | 7.55 | 72.95 | 54,956 | 4,279) ( |
3,121) ( |
〃(Note) |
| Evergreen Marine (Hong Kong) Limited |
Colon Container Terminal S.A. | Republic of Panama |
Inland container storage and loading | 462,852 | 462,852 | 5,144 | 9.00 | 666,866 | 369,264 | 33,234 | Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
| Evergreen Marine (Latin America), S.A. | Republic of Panama |
Management consultancy | 19,331 | 19,331 | 600 | 100.00 | 18,502 | 678 | 678 | Indirect subsidiary of the Company (Note) |
|
| Evergreen Shipping Service (Cambodia) Co., Ltd. |
Cambodia | Shipping agency | 5,934 | 5,934 | 200 | 100.00 | 109,561 | 37,882 | 37,882 | 〃(Note) |
|
| Evergreen Shipping Agency (Peru) S.A.C. |
Peru | Shipping agency | 8,236 | 8,236 | 900 | 60.00 | 93,842 | 138,109 | 82,865 | 〃(Note) |
|
| Evergreen Shipping Agency (Colombia) S.A.S |
Colombia | Shipping agency | 10,415 | 10,415 | 80 | 75.00 | 90,481 | 112,178 | 84,134 | 〃(Note) |
|
| Evergreen Shipping Agency Mexico S.A. de C.V. |
Mexico | Shipping agency | 6,801 | 6,801 | 44 | 60.00 | 96,183 | 141,902 | 85,141 | 〃(Note) |
|
| Evergreen Shipping Agency (Chile) SPA. |
Chile | Shipping agency | 9,459 | 9,459 | 2 | 60.00 | 63,741 | 100,614 | 60,368 | 〃(Note) |
|
| Evergreen Shipping Agency (Greece) Societe Anonyme. |
Greece | Shipping agency | 8,019 | 8,019 | 2 | 60.00 | 104,096 | 123,544 | 74,126 | 〃(Note) |
|
| Evergreen Shipping Agency (Israel) Ltd. | Israel | Shipping agency | 151 | 151 | 18 | 1.00 | 1,456 | 92,581 | 926 | 〃(Note) |
|
| Evergreen Shipping Agency (Brazil) Ltd. |
Brazil | Shipping agency | 7,340 | 7,340 | 120 | 60.00 | 79,618 | 117,553 | 70,532 | 〃(Note) |
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Shares held as of June 30, 2022 | Net profit (loss) of the investee For the six-month period ended June 30, 2022 (Note 2(2)) |
Investment income (loss) recognised by the Company For the six-month period ended June 30, 2022 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2022 |
Balance as of December 31, 2021 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine (Hong Kong) Limited |
Evergreen Shipping Agency Lanka (Private) Ltd. |
Sri Lanka | Shipping agency | 3,596 $ |
3,596 $ |
2,160 | 40.00 | 11,493 $ |
46,036 $ |
18,414 $ |
Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
| Evergreen Shipping Agency Philippines Corporation |
Philippines | Shipping agency | 146,209 | 146,209 | 10,000 | 100.00 | 241,165 | 136,168 | 136,168 | Indirect subsidiary of the Company (Note) |
|
| Evergreen Shipping Agency (Argentina) S.A. |
Argentina | Shipping agency | 2,847 | 2,847 | 9,000 | 60.00 | 80,302 | 137,822 | 82,693 | 〃(Note) | |
| Unigreen Marine, S.A. | Republic of Panama |
Shipping agency | 14,261 | 14,261 | 3 | 100.00 | 65,219 | 46,996 | 46,996 | 〃(Note) | |
| Evergreen Shipping Agency Saudi Co. (L.L.C.) |
Saudi Arabia | Shipping agency | 18,049 | 18,049 | 180 | 60.00 | 60,997 | 70,615 | 42,369 | 〃(Note) | |
| Evergreen Marine (Asia) Pte. Ltd. |
Evergreen Shipping Agency (Turkey) Corporation |
Turkey | Shipping agency | 5,235 | 1,954 | 24 | 60.00 | 23,888 | 35,708 | 21,425 | 〃(Note) |
| Evergreen Shipping Agency (Japan) Corporation |
Japan | Shipping agency | 460,907 | - | 90 | 100.00 | 794,236 | 432,434 | 432,434 | 〃(Note) | |
| Evergreen Business Process Inc. | U.S.A | Computer system services and terminal logistics |
59,340 | - | 2,000 | 100.00 | 64,493 | 4,988 | 4,988 | 〃(Note) |
Note: This transaction was written off when the consolidated financial statements were prepared.
Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.
Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:
(1) The columns of ‘Investee’, ‘Location’, ‘Main business activities’, ‘Initial investment amount’ and ‘Shares held as at June 30, 2022’ 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 six-month period ended June 30, 2022’ 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 six-month period ended June 30, 2022’ 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
Six-month period ended June 30, 2022
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, 2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the six-month period ended June 30, 2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the six-month period ended June 30, 2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of June 30, 2022 |
Net income (loss) of the investee for the six-month period ended June 30, 2022 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. for the six-month period ended June 30, 2022 (Note 2(2)B) |
Book value of investments in Mainland China as of June 30, 2022 |
Accumulted amount of investment income remitted back to Taiwan as of June 30, 2022 |
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 |
553,435 $ |
(2) | 212,482 $ |
- $ |
- $ |
212,482 $ |
28,739 $ |
40.00 | 11,496 $ |
324,452 $ |
- $ |
|
| Qingdao Evergreen Container Storage & Transportation Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
188,207 | (2) | 42,038 | - | - | 42,038 | 99,828 | 40.00 | 39,931 | 133,644 | - | |
| Kingtrans Intl. Logistics (Tianjin) Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
345,102 | (2) | 280,834 | - | - | 280,834 | 34,508 | 46.20 | 15,943 | 214,359 | - | (Note) |
| Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
1,924,036 | (2) | 2,416,929 | - | - | 2,416,929 | 6,733) ( |
80.00 | 40,633) ( |
3,026,752 | - | (Note) |
| Ever Shine (Ningbo) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
190,421 | (2) | 267,383 | - | - | 267,383 | 563 | 80.00 | 478 | 151,918 | - | (Note) |
| Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
271,667 | (2) | 465,240 | - | - | 465,240 | 1,862 | 80.00 | 2,591) ( |
395,105 | - | (Note) |
| Ever Shine (Qingdao) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
220,269 | (2) | 379,253 | - | - | 379,253 | 1,844 | 80.00 | 104 | 249,939 | - | (Note) |
| 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, 2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the six-month period ended June 30, 2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the six-month period ended June 30, 2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of June 30, 2022 |
Net income (loss) of the investee for the six-month period ended June 30, 2022 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. for the six-month period ended June 30, 2022 (Note 2(2)B) |
Book value of investments in Mainland China as of June 30, 2022 |
Accumulted amount of investment income remitted back to Taiwan as of June 30, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Evergreen Shipping Agency (China) Co., Ltd. |
Agency services dealing with port formalities |
30,366 $ |
(2) | 87,818 $ |
- $ |
- $ |
87,818 $ |
27,593 $ |
52.00 | 6,515 $ |
48,172 $ |
- $ |
(Note) |
| Company name Accumulated amount of remittance from Taiwan to Mainland China as of June 30, 2022 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 Corporation $ 4,151,977 $ 4,721,595 $ 291,697,258 |
|||||||||||||
| Company name | Accumulated amount of remittance from Taiwan to Mainland China as of June 30, 2022 |
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 Corporation | $ 4,151,977 | $ 4,721,595 | $ 291,697,258 |
Note: This transaction was written off when the consolidated financial statements were prepared.
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 six-month period ended June 30, 2022’ 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 Six-month period ended June 30, 2022
Table 9
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Name of shares held | Ownership (%) | |
| Evergreen International S.A.(EIS) | 391,786,816 | 7.40% |
| Chang, Kuo-Hua | 159,846,157 | 3.02% |
| Cathy united bank is entrusted by Chang, Kuo-Hua trust property account | 159,800,000 | 3.02% |
-
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: different 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.