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FSC Annual Report 2020

Nov 16, 2020

52157_rns_2020-11-16_5e852909-059e-40f3-937a-049b6db18425.pdf

Annual Report

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Stock Code:2601

.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2020 and 2019

Address: 14F., No.237, Sec. 2, Fuxing S. Rd., Da’an Dist., Taipei City 106, Taiwan (R.O.C.) Telephone: (02)2706-9911

The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors' Report
4. Parent Company Only Balance Sheets
5. Parent Company Only Statements of Comprehensive Income
6. Parent Company Only Statements of Changes in Equity
7. Parent Company Only Statements of Cash Flows
8. Notes to Parent Company Only Financial Statements
(1) Company history
(2) Approval date and procedures of the financial statements
(3) New standards, amendments and interpretations adopted
(4) Summary of significant accounting policies
(5) Significant accounting assumptions and judgments, and major sources of
estimation uncertainty
(6) Explanation of significant accounts
(7) Related-party transactions
(8) Pledged assets
(9) Significant commitments and contingencies
(10) Losses due to major disasters
(11) Subsequent events
(12) Other
(13) Segment information
Page

1
2
3
4
5
6
7
8
8
8~9
9~22
22~23
23~46
46~48
48
48
48
48
49
50~52

3-1 3-3

Independent Auditors' Report

To the Board of Directors of First Steamship Company Limited:

Opinion

We have audited the financial statements of First Steamship Company Ltd. (“the Company”), which comprise the statement of financial position as of December 31, 2020 and 2019, and the statement of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to other matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretation developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the financial statements for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China.We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Company and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of certain investees which represented the investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts is based solely on the report of other auditors. The investments in other entities accounted for using the equity method constituting both 8 % and 8% of the total assets at December 31, 2020 and 2019, respectively, and the related share of profit of associates accounted for using the equity method constituted (19%) and 2% of the total profit before tax for the years ended December 31, 2020 and 2019, respectively.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Equity-based subsidiaries

Please refer to notes 4(i) and 6(d) to the financial statements for the accounting principles on the recognition

3-2 3-3

of equity-based subsidiaries, as well as details of equity-based subsidiaries, respectively.

Description of key audit matter:

The assessment of the impairment of goodwill and trademark, impairment of assets and the recoverability of other financial assets of some subsidiaries of the company depends on the subjective judgment of management, which is an uncertain accounting estimate and affects the operating results of subsidiaries. Therefore, we consider the assessment of the impairment of goodwill and trademark, impairment of assets and the recoverability of other financial assets of some subsidiaries of the company as the key audit matters to the financial statements in the audit process.

How the matter was addressed in our audit

The accountants' major review procedures for the impairment of goodwill and trademark and the impairment of assets of subsidiaries using the equity method include: We cast professional doubt on the model that the subsidiary's management used to assess the impairment of goodwill and trademark, including to evaluate whether management has identified cash generating units (“CGU”) which might have impairments, and to consider all the assets that have to be tested have been included in the assessment. We also review separate financial assumptions that the management used to assess impairments and related verification of recoverable amounts. We verify the reasonability of the assumptions and accuracy of management's calculation based on available data. We also examine the appropriateness of disclosure for the aforesaid assets.

The main audit procedures performed by the accountant on the recoverability of other receivables of subsidiaries using the equity method include: To evaluate the expected credit losses of other receivables, we obtained documentation of management’s assessment to examine the possibility of default. Also, we assess the reasonability of expected credit losses of other receivables in duration according to IFRS 9 “Financial Instruments”.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

3-3

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditor’s report are Shu-Ying Chang and Li-Chen Lai.

KPMG

Taipei, Taiwan (Republic of China) March 31, 2021

Notes to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditor’s audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor’s audit report and financial statements, the Chinese version shall prevail.

4

(English Translation of Financial Statements Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Balance Sheets For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars )

2020 2019
Amount % Amount %
Assets
Current assets:
1100 Cash and cash equivalents (Note 6(a)) $ 50,052 - 80,758 1
1110 Current financial assets at fair value through
profit or loss (Notes 6(j) and (q))
6,818 - - -
1180 Accounts receivable -related parties (Notes 6(n)
and 7)
5,165 - 5,455 -
1320 Inventories (for construction business), net
(Notes 6(b) and 8)
518,292 4 - -
1200 Other receivables -related parties (Notes 7) 256,429 2 585,217 5
1476 Other current financial assets (Notes 8) 320,680 3 430,150 3
1479 Other current assets 2,756 - 6,564 -
1,160,192 9 1,108,144 9
Non‑current assets:
1510 Total non-current financial assets at fair value
through profit or loss (Note 6(q))
46,800 - - -
1551 Investments accounted for using equity method,
net (Note 6(d) and 8)
11,051,869 89 11,166,387 89
1600 Property, plant and equipment (Notes 6(e) and
8)
172,903 1 176,065 1
1760 Investment property, net (Notes 6(f) and 8) 143,036 1 144,009 1
1755 Right‑of‑use assets - - 974 -
1975 Net defined benefit asset, non-current 490 - - -
1980 Other non‑current financial assets (Notes 8) 15,750 - 1,000 -
1990 Other non‑current assets 1,984 - 499 -
11,432,832 91 11,488,934 91
Total assets $ 12,593,024 100 12,597,078 100

4-1

(English Translation of Financial Statements Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Balance Sheets (CONT'D) For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars )

Liabilities and Equity
Current liabilities:
2100
Short‑term borrowings (Notes 6(g) )
$ 2110
Short‑term notes and bills payable(Note 6(h))
2120
Current financial liabilities at fair value through
profit or loss (Notes 6(j))
2209
Other payables (Notes 6(o))
2220
Other payables -related parties (Notes 7)
2230
Current tax liabilities (Notes 6(k))
2280
Current lease liabilities
2321
Current portion of bonds payable (Note 6(j))
2322
Current portion of long‑term borrowings (Note 6(i))
2399
Other current liabilities
Non‑Current liabilities:
2530
Bonds payable (Note 6(j))
2540
Long‑term borrowings (Note 6(i))
2570
Deferred tax liabilities (Note 6(k))
2640
Net defined benefit liability, non‑current
2645
Guarantee deposits (Note 7)
Total liabilities
Retained earnings (Notes 6(d), (j) and (l)):
3100
Capital stock
3200
Capital surplus
3300
Retained earnings
3400
Other equity interest
3500
Treasury shares
Total equity
Total liabilities and equity
$
2020 %
14
-
-
1
-
-
11
-
-
26
-
4
-
-
-
4
30
55
15
4
(6)
-
68
98
2019
Amount
1,794,200
49,992
-
58,663
138,812
-
-
1,431,651
296,887
1,038
3,771,243
-
349,443
8,883
-
2,272
360,598
4,131,841
6,867,627
1,917,673
543,146
(772,772)
(94,491)
8,461,183
12,593,024
Amount
%
445,000
4
49,954
-
2,622
-
106,070
1
-
-
1,894
-
949
-
999,223
8
150,000
1
1,118
-
1,756,830
14
1,336,572
11
353,000
3
7,425
-
422
-
1,422
-
1,698,841
14
3,455,671
28
6,308,832
49
1,947,686
15
1,450,781
12
(565,892)
(4)
-
-
9,141,407
72
12,597,078
100

See accompanying notes to consolidated financial statements

5

(English Translation of Financial Statements Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenues (Notes 6(n), and 7)
$ 5000
Operating costs
Gross profit from operations
6000
Operating expenses (Notes 6(o) and 7)
Net operating loss
Non‑operating income and expenses (Notes 6(c), (d) , (j),
(p) and 7):
7010
Other income
7020
Other gains and losses, net
7070
Share of loss of associates accounted for using equity
method, net
7050
Finance costs
(Loss) Profit from continuing operations before tax
7950
Less: Income tax (benefit) expenses (Note 6(k))
(Loss) Profit
8300
Other comprehensive income:
8310
Components of other comprehensive income that will
not be reclassified to profit or loss
8311
Remeasurement of defined benefit plans
8349
Income tax related to components of other
comprehensive income that will not be reclassified to
profit or loss
8360
Components of other comprehensive income (loss) that
will be reclassified to profit or loss
8380
Share of other comprehensive income of associates
accounted for using equity method, components of
other comprehensive income that will be reclassified to
profit or loss
8399
Income tax related to components of other
comprehensive income that will be reclassified to profit
or loss
8300
Other comprehensive income (loss)
Comprehensive income (loss)
$ Earnings per share (Note 6(m))
9750
Basic (loss) earnings per share (NT dollars)
$ 9850
Diluted (loss) earnings per share(NT dollars)
$
Amount
%
71,499
100
17,003
24
54,496
76
59,997
84
(5,501)
(8)
15,768
22
(5,604)
(8)
(151,865)
(212)
(140,041)
(196)
(281,742)
(394)
(287,243)
(402)
(436)
(2)
(286,807)
(400)
55
-
-
-
55
0
(206,880)
(289)
-
-
(206,880)
(289)
(206,825)
(289)
(493,632)
(689)
2020
(0.42)
(0.42)
2019
Amount Amount
76,188
16,423
59,765
92,188
(32,423)
9,250
240,641
1,344,921
(141,579)
1,453,233
1,420,810
16,433
1,404,377
407
-
407
(335,040)
-
(335,040)
(334,633)
1,069,744
%
71,499
17,003
100
22
54,496
59,997
78
121
(5,501) (43)
15,768
(5,604)
(151,865)
(140,041)
12
316
1,765
(186)
(281,742) 1,907
(287,243)
(436)
1,864
21
(286,807) 1,843
55
-
1
-
55 1
(206,880)
-
(440)
-
(206,880) (440)
(206,825) (439)
(493,632) 1,404
2.04
1.81

See accompanying notes to consolidated financial statements

6

(English Translation of Financial Statements Originally Issued in Chinese)

FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
$ Profit for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019
Total comprehensive income for the year ended December 31, 2019
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Due to recognition of equity component of convertible bonds issued
Changes in equity of associates accounted for using equity method
Disposal of subsidiaries or investments accounted for using equity
method
Changes in ownership interests in subsidiaries
Balance at December 31, 2019
Loss for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income for the year ended December 31, 2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Purchase of treasury share
Disposal of investments accounted for using equity method
Difference between consideration and carrying amount of subsidiaries
acquired or disposed
Changes in ownership interests in subsidiaries
Balance at December 31, 2020
$
Share capital
Common
Stock
6,308,832
-
-
0
-
-
-
-
-
-
-
6,308,832
-
-
0
-
-
-
558,795
-
-
-
-
6,867,627
Capital
surplus
Retained earnings Retained earnings Total
retained
earnings
126,456
1,404,377
407
1,404,784
0
(63,088)
0
0
(17,371)
0
0
1,450,781
(286,807)
55
(286,752)
0
0
(62,088)
(558,795)
0
0
0
0
543,146
Exchange
differences on
translation of
foreign financial
statements
Equity related
to non‑current
assets
classified as
held for sale
(266,508)
35,656
-
-
(329,172)
(5,868)
(329,172)
(5,868)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(595,680)
29,788
-
-
(197,810)
(9,070)
(197,810)
(9,070)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(793,490)
20,718
Total other equityinterest
Treasury
shares
-
-
-
0
-
-
-
-
-
-
-
0
-
-
0
-
-
-
-
(94,491)
-
-
-
(94,491)
Total equity
Legal
reserve
Special
reserve
336,136
-
-
0
-
-
(105,284)
-
-
-
-
230,852
-
-
0
-
335,040
-
-
-
-
-
-
565,892
Unappropri
ated
retained
earnings
Exchange
differences on
translation of
foreign financial
statements
(266,508)
-
(329,172)
(329,172)
-
-
-
-
-
-
-
(595,680)
-
(197,810)
(197,810)
-
-
-
-
-
-
-
-
(793,490)
1,953,436 163,964 (373,644) 8,157,872
-
-
-
-
1,404,377
407
1,404,377
(334,633)
0 0 1,404,784 1,069,744
-
-
-
96,902
1,718
(22,126)
(82,244)
640
-
-
-
-
-
-
(640)
(63,088)
105,284
-
(17,371)
-
-
0
(63,088)
0
96,902
(15,653)
(22,126)
(82,244)
1,947,686
-
-
164,604
-
-
1,055,325
(286,807)
55
9,141,407
(286,807)
(206,825)
0 0 (286,752) (493,632)
-
-
(186,142)
-
-
(10,732)
165,680
1,181
83,291
-
-
-
-
-
-
-
(83,291)
(335,040)
(62,088)
(558,795)
-
-
-
-
0
0
(248,230)
0
(94,491)
(10,732)
165,680
1,181
1,917,673 247,895 (270,641) 8,461,183

See accompanying notes to consolidated financial statements

7

(English Translation of Financial Statements Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Statements of Cash Flows For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars )

Cash flows from (used in) operating activities:
(Loss) Profit before tax
$ Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net gain on financial assets or liabilities at fair value through
profit or loss
Interest expense
Interest income
Share of loss (gain) of associates accounted for using equity
method
Loss on disposal of non‑current assets classified as held for sale
Loss on disposal of investments
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets and liabilities at fair value through profit or loss
Accounts receivable
Other receivables
Inventories
Other current assets
Net defined benefit assets
Changes in operating liabilities:
Contract liabilities
Other payables
Other current liabilities
Net defined benefit liability
Total adjustments
Cash outflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
2020
2019
Amount
Amount
(287,243)
1,420,810
5,295
5,143
1,271
614
(907)
(3,856)
140,041
141,579
(15,768)
(9,250)
151,865
(1,344,921)
-
(217,213)
237
-
282,034
(1,427,904)
(55,333)
-
290
22,427
16,394
24,810
(518,292)
-
3,808
9,690
(490)
-
-
(281)
(39,688)
(119,978)
(80)
93
(367)
(821)
(311,724)
(1,491,964)
(598,967)
(71,154)
15,489
5,933
15,897
12,239
(51,904)
(72,123)
-
(32,399)
(619,485)
(157,504)

7-1

(English Translation of Financial Statements Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LIMITED

Parent Company Only Statements of Cash Flows(CONT'D) For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars )

Cash flows from (used in) investing activities:
Acquisition of investments accounted for using equity method
$ Proceeds from disposal of investments accounted for using equity
method
Refund of capital reduction on investments accounted for using
equity method
Proceeds from disposal of non‑current assets classified as held for
sale
Acquisition of property, plant and equipment
Decrease (increase) in other receivables
Decrease (increase) in other financial assets
Increase in other non‑current assets
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short‑term borrowings
Increase in short‑term notes and bills payable
Proceeds from issuing bonds
Redemption of bonds payable
Proceeds from long‑term borrowings
Repayments of long‑term borrowings
Increase (decrease) inother payables -related parties
Payment of lease liabilities
Decrease in guarantee deposits
Payments to acquire treasury shares
Cash dividends paid
Net cash flows from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
2020
2019
Amount
Amount
(700)
(1,542,300)
78,745
3,357,043
23
-
-
463,360
(186)
(92)
130,373
(560,470)
94,720
39,519
(2,756)
(55)
300,219
1,757,005
1,349,200
195,000
38
7
-
1,542,300
(1,000,000)
(1,000,000)
443,330
458,000
(300,000)
(923,000)
138,812
(1,858,289)
(949)
(765)
850
(1,371)
(94,491)
-
(248,230)
(63,088)
288,560
(1,651,206)
(30,706)
(51,705)
80,758
132,463
50,052
80,758

See accompanying notes to consolidated financial statements

8

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FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

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(1) Company history

First Steamship Company Ltd. (the “Company”) was established in October 1963 in accordance with the Company Act of the Republic of China. The Company’s registered office address is located at 14F, No.237, Sec. 2, Fuxing S. Rd., Taipei City, R.O.C. The major business activities of the Company are the providing business consultation services and investments.

First Steamship Company Ltd. approved a short-form merger with its subsidiary Yee young Co., Ltd. by a resolution of the board of directors on May 14, 2019. The company is a surviving company, and the consolidation base date set on July 1, 2019. This simple merger case was approved by the Ministry of Economic Affairs on July 31, 2019 with the letter of Shangshangzi No. 10801105140 and the registration procedure was completed.

(2) Approval date and procedures of the consolidated financial statements:

These financial statements were authorized for issuance by the Board of Directors on March 31, 2021.

(3) New standards, amendments and interpretations adopted:

  • (a) The following new amendments, effective January 1, 2020, do not have a significant impact on the financial statements:

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • ●Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform

    • - ” Phase 2
  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IAS 1
“Classification of
Liabilities as Current or
Non-current”
Content of amendment
Effective date per
IASB
The amendments aim to promote consistency in
applying the requirements by helping companies
determine whether, in the statement of balance sheet,
debt and other liabilities with an uncertain settlement
date should be classified as current (due or potentially
due to be settled within one year) or non-current.
The amendments include clarifying the classification
requirements for debt a company might settle by
converting it into equity.
January 1, 2023
Effective date per
IASB

9

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Company does not expect the other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

(4) Summary of significant accounting policies:

The significant accounting policies presented in the accompanying financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

  • (a) Statement of compliance

These annual financial statements have been prepared in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the Guidelines).

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • 1) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation.

  • 2) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation.

  • (ii) Functional and presentation currency

The functional currency of the Company entity is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollar (NTD), which is the Company’s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

  • (c) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • 1) an investment in equity securities designated as at fair value through other comprehensive income;

10

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • 2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(d) Classification of current and non-current assets and liabilities

An asset is classified as current under any one of the following conditions. All other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as noncurrent.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

11

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(f) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Company intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‘trade receivables’ line item. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

12

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • 3) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and trade receivables, other receivables, long-term lease payments receivable and other financial assets).

The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date;and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade and other receivables are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company ’ s historical experience and informed credit assessment as well as forward-looking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company considers a financial asset to be in default when the financial asset is more than 90 days past due or the debtor is unlikely to pay its credit obligations to the Company in full.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

‧ significant financial difficulty of the borrower or issuer;

13

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • ‧ a breach of contract such as a default or being more than 90 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Company has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • 4) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

  • 2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

14

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • 3) Compound financial instruments

Compound financial instruments issued by the Company comprise convertible bonds denominated in NTD that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized.

4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 5) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

15

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (iii) Derivative financial instruments and hedge accounting

Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

  • (g) Inventories

The initial cost of inventory is necessary expenditure incurred in bringing them to their existing location and condition. The developing costs for real estate include construction, land, borrowings, and project expenditure. When the construction is finished, building construction in progress will be reclassified to real estate held for sale, and the Group will recognize operating costs in the proportion of the part being sold to the total developing costs for real estate. Inventories are measured at the lower of cost and net realizable value. When the costs exceed net realizable value, the costs should be reduced to their net realizable value, and the reducing amount should be recognized at current cost for sale. The net realizable value is measured as follows:

  • (i) Land held for development: the net realizable value is the replacement cost or estimated price (based on the market condition), less the estimated selling expenses at the end of the period.

  • (ii) Building construction in progress: the net realizable value is the estimated price (based on the market condition), less the estimated costs of completion and selling expenses at the end of the period.

  • (iii) Real estate held for sale: the net realizable value is the estimated price (based on the market condition), less the estimated selling expenses at the end of the period

  • (h) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.

When the Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Company’s proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If

16

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Company’s ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

(i) Subsidiaries

The Company accounts the investee companies that it possesses control using the equity. Net income, other comprehensive income, and shareholder’ s equity in the financial reports of the Company and the net income, other comprehensive income, and shareholder’s equity that belongs to the Consolidated Company in the consolidated financial reports should be the same. The Company accounts the changes in equity, under the condition that control is still present, as equity transactions between the proprietors.

(j) Investment property

Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

17

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 3~50 years
2) Transportation equipment 5 years
3) Office equipment 3 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(l) Lease

  • (i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

  • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • the relevant decisions about how and for what purpose the asset is used are predetermined and:

    • - the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

    • - the customer designed the asset in a way that predetermines how and for what purpose it will beused throughout the period of use.

On the lease establishment date or when reassessing whether the contract includes a lease, the Company allocates the consideration in the contract to the individual lease components on the basis of a relatively separate price. However, when renting land and buildings, the Company chose not to distinguish between non-lease components and treat the lease component and non-lease component as a single lease component.

(ii) As a leasee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date,

18

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in-substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) amounts expected to be payable under a residual value guarantee; and

  • 4) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 4) there is a change of its assessment on whether it will exercise an extension or termination option; or

  • 5) there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

19

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

If an arrangement contains lease and non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of assets that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

  • (iii) As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.

  • (m) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are Companyed together into the smallest Company of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or Companys of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

20

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(n) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.

(i) Services

The Company provides consultancy services and management services to the customers. Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to services performed to date as a percentage of total services to be performed.

(o) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

  • (ii) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

21

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (iii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • (p) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be

22

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(q) Non-current assets held for sale

Noncurrent assets or disposal Companys comprising assets and liabilities that are expected to be recovered primarily through sale or distribution rather than through continuing use are reclassified as held for sale or held for distribution to owners. Immediately before classification as held for sale or held for distribution to owners, the assets, or components of a disposal Company, are remeasured in accordance with the Company’s accounting policies. Thereafter, generally, the assets or disposal Companys are measured at the lower of their carrying amount and fair value less costs to sell.

Any impairment loss on a disposal Company is first allocated to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to assets not within the scope of IAS 36 – Impairment of Assets. Such assets will continue to be measured in accordance with the Company’s accounting policies. Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of the cumulative impairment loss that has been recognized.

Once classified as held for sale, property, plant and equipment are no longer amortized or depreciated.

  • (r) Earnings per share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as convertible bonds and employee compensation.

  • (s) Operating segments

The Company discloses its information on operating segments in its consolidated financial statements, so it need not disclose such information in the parent company only financial statements.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the consolidated financial statements in conformity with the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements: None.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows: the impairment review of the subsidiaries’ property, plant and equipment and intangible assets please refer to consolidated financial statement.

23

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Assessment

The Company’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss.

The Company’s financial instrument valuation Company conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation Company also periodically adjusts valuation models, conducts back-testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

Please refer to notes 6(q) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Petty cash
Demand deposits
Total
December 31,
2020
$ 90
49,962
December 31,
2019

347

80,411

$
50,052



80,758

Please refer to note 6(q) for the sensitivity analysis and interest rate risk.

(b) Inventories

Land held for construction site December 31,
2020
$
518,292
December 31,
2019
-
  • (c) Non-current assets classified as held for sale

On December 7, 2018, the board of directors of the Company resolved to sale the invested real estate, including related lands and houses; as of December 31, 2019, the amount of non-current assets classified as held for sale was $246,147 thousand. On March 29, 2019, the Company signed a sales contract with the non-relative Wisdom Marine International Inc. for a total contract price of $463,360 thousand (untaxed). The property rights transfer registration was completed in May, 2019. The relevant price has been fully collected, deducting the relevant taxes and fees and recognized the disposal gain of non-current assets classified as held for sale of $217,213 thousand. Please refer to note 6 (p) for details.

24

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (d) Investments accounted for using equity method

The Company’s investments accounted for using the equity method at the reporting date were as follows:

Subsidiaries
Associates
December 31,
2020
$ 11,051,869
-
$
11,051,869
December 31,
2019

11,076,897
89,490

11,166,387

(i) Subsidiaries

Yee Shin Investment Co., Ltd. processed a capital increase of 18,300 thousand shares in December 2020. The company used $700 thousand in cash and $182,300 thousand in credits to offset the share payment, and the relevant change registration had been completed. Please refer to the consolidated financial statements for the year ended 2020 for the information of the subsidiaries.

  • (ii) The Company’s financial information for investments accounted for using the equity method that are individually insignificant were as follows:
Carrying amount of individually insignificant
associates’equity
Attributable to the Company:
Loss from continuing operations
Other comprehensive income
Total comprehensive income
December 31,
2020
December 31,
2019
$
-
89,490
For the years ended December 31
2020
2019
$ (180)
(15,174)
-
-
$
(180)
(15,174)
December 31,
2020
December 31,
2019
$
-
89,490
For the years ended December 31
2020
2019
$ (180)
(15,174)
-
-
$
(180)
(15,174)
2020
$ (180)
-
$
(180)
(15,174)
  • 1) On August 30, 2019, the Company didn’t subscribe to the private equity, Taiwan Environment Scientific Co., Ltd.. Due to the unproportioned shareholding percentage of the Company, it recognized the capital surplus of $1,718 thousand.

  • 2) In May of 2020, the company disposes of all the equity of Taiwan Environment Scientific Co., Ltd., the disposal price is $77,820 thousand, and the disposal loss is recognized as $231 thousand. The disposal loss includes the company’s previous net equity of the affiliated

  • (iii) Guarantees

The Company is guarantee in investments using equity methods, please refer to note 8.

25

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(e) Property, plant and equipment

The movements of cost, accumulated depreciation and impairment of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
Balance at January 1, 2020
Additions
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Other reclassifications
Balance at December 31, 2019
Depreciation and impairment loss:
Balance at January 1, 2020
Depreciation
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Balance at December 31, 2019
Carrying amounts:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Land **Buildings ** Office
equipment
Construction
inprogress
-
-
-
21,707
( 21,707)
Total
$ 126,409
-
$ 126,409
$ 126,409
-
-
$126,409
$ -
-
$
-
$ -
-
$
-
$126,409
$126,409
$ 126,409
74,192
100
74,292
52,393
92
21,707
74,192
24,765
3,214
24,979
21,560
3,205
24,765
46,313
30,833
49,427
1,327
86
1,413
1,327
-
-
1,327
1,098
134
1,232
863
235
1,098
181
464
229
201,928
186
202,114
201,836
92
-
201,928
25,863
3,348
29,211
22,423
3,440
25,863
172,903
179,413
176,065

-
-
-
-
-
-
-
-
21,707
-

The property, plant and equipment of the Company had been pledged as collateral for bank borrowings; please refer to note 8 for further details.

(f) Investment properties

The movements in the cost and accumulated depreciation of investment properties of the Company for the years ended December 31, 2020 and 2019 were as follows:

Cost or deemed cost:
Balance at January 1, 2020
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Accumulated depreciation and impairment losses:
Balance at January 1, 2020
Depreciation
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Balance at December 31, 2019
Land and
improvement
$ 115,769
Buildings

50,252
Total
166,021

$
115,769


50,252

166,021

$ 115,769


50,252

166,021

$
115,769


50,252

166,021

$ -
-

22,012
973

22,012
973
$
-
22,985 22,985
$ -
-

21,039
973

21,039
973
$
-
22,012 22,012

26

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Carrying amounts:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Fair value amount:
Balance at December 31, 2020
Balance at December 31, 2019
$
115,769
27,267
143,036
$
115,769
27,267
143,036



$
115,769
29,213
144,982



$
115,769
28,240
144,009



$
296,199

$
273,671
  • (i) Investment property comprises a number of commercial properties that are leased to third parties. Each of the leases contains an initial non-cancellable period of one to two years. For lease revenue, please refer to note 6(n) the rental income of 2020 and 2019.

  • (ii) The investment property of the Company had been pledged as collateral for borrowings; please refer to note 8.

  • (g) Short-term borrowings

Short-term borrowings consisted of the following:

Unsecured bank loans
Secured bank loans
Total
Unused credit lines
Range of interest rates
December 31,
2020
$ 430,000
1,364,200
December 31,
2019

445,000

-

$
1,794,2000

445,000

$
100,000

100,000

1.35%~2%
1.5%~1.8%

For the collateral of short-term borrowings, please refer to note 8 of the Company.

  • (h) Short-term notes and bills payable
Commercial paper payable
Less: discount on short-term
coupons payable
Total
Commercial paper payable
Less: discount on short-term
coupons payable
Total
December 31, 2020 December 31, 2020
Amount
$ 50,000
(8)

Guarantee or acceptance
agency

Annual
interest rate
International Bills Finance
Corp.
0.70%
December 31, 2019

$
49,992


Guarantee or acceptance
agency

Annual
interest rate

Amount
$ 50,000
(46)
International Bills Finance
Corp.
0.75%

$
49,954

There is no guarantee in short-term notes and bills payable of the Company.

27

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(i) Long-term borrowings

Long-term debts consisted of the following:

Unsecured bank loans
Less: current portion
Total
Unused credit lines
Unsecured bank loans
Less: current portion
Total
Unused credit lines
December 31, 2020 Amount
$ 646,330
(296,887)
$
349,443
$
52,000
Amount
$ 503,000
(150,000)
$
353,000
$
47,000
Currency
Annual
interest rate
Year of
maturity
NTD
1.54%~1.8%
2021~2022
December 31, 2019
Currency
Annual
interest rate
Year of
maturity
NTD
1.77%~1.8%
2020~2021

There is no guarantee in long-term borrowings of the Company.

  • (j) Bonds payable

Bonds payable consisted of the following:

Total ordinary bonds issued
Total convertible bonds issued
Less: current portion
Cumulative redeemed amount
Discounted corporate bonds payable
Long-term portion of bonds payable
Embedded derivative—call and put rights, accounted under
financial liabilities at fair value through profit or loss
Equity component conversion right (reported as capital
surplus—share options)
Embedded derivative instruments – call and put rights, included in financial
liabilities at fair value through profit or loss
Interest expense
December 31,
2020
$ 2,000,000
1,542,300
(1,431,651)
(2,000,000)
(110,649)
December 31,
2020
$ 2,000,000
1,542,300
(1,431,651)
(2,000,000)
(110,649)
December 31,
2019
2,000,000
1,542,300
(999,223)
(1,000,000)
(206,505)
December 31,
2019
2,000,000
1,542,300
(999,223)
(1,000,000)
(206,505)
$
$
-

1,336,572
$
925
(2,622)
96,902
96,902
For the years ended December 31
2019
2018
$ 3,547
3,856

(2,622)
$
2019
$ 3,547

3,856

$ 104,231


103,402

For the collateral of corporate bonds, please refer to note 8

28

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

As of February 26, 2019, the key terms and conditions of the outstanding overseas guaranteed convertible bonds issued by the Company were as follows:

**Item ** Overseas Guaranteed Convertible Bonds 2018
Issue Size $1,542,300 thousand (equivalent to US$ 50,000 thousand)
The Bonds will be issued as guaranteed convertible bonds, in registered
form at face value in denomination of US$200 thousand or in any integral
multiples thereof.
The USD par value of the Bonds will be translated based on NT$30.846 /
US$1 according to Taipei Forex Inc. Taiwan Dollar 11:00am Fixing on
19 February 2019,“TRY11 Index”on Bloomberg (the "Fixed
Exchange Rate").
Issue Date 26 February 2019
Maturity Date 26 January 2022 (2 years + 11 months)
Listing Venue Listing Venue Tentatively the Bonds are to be listed on the Singapore
Stock Exchange.
Coupon Zero
SBLC Bank The Bank of East Asia Limited, Taipei Branch
Early Redemption at
Option of Issuer
Issuer Call – After year 2, the Issuer may redeem in whole but not in part,
at the US Dollar Linked Amount of the Early Redemption Amount on the
date of redemption if the Market Price of the Shares (translated into US
Dollars at the Prevailing Rate) for each of 30 consecutive Trading Days,
the last of which occurs not more than 10 trading days prior to the date of
the redemption notice, shall have been at least 130% of the quotient of the
Early Redemption Amount divided by the number of Shares to be
issued per Bond
Clean up Call – Callable at any time, in whole but not in part, at the US
Dollar Linked amount of the Early Redemption Amount if more than 90%
in principal amount of the Bonds originally outstanding has been
redeemed, repurchased and cancelled or converted
Tax Call – Yes, in whole but not in part, at the US Dollar Linked amount
of the Early Redemption Amount if, as a result of changes relating to tax
laws in the ROC, the Issuer becomes obligated to pay additional amounts.
Bondholders have the right to elect for their Bonds not to be redeemed but
with no entitlement to any additional amounts
The Early Redemption Amount for each US$200 thousand of Bonds is
determined so that it represents for the Bondholder a gross yield of 0.50%
per annum on an annual basis.

29

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Item Overseas Guaranteed Convertible Bonds 2018
Redemption at the
Option of the
Bondholder
Bondholders’Put – At the end of year 2, Bondholders may exercise the
put option in relation to their Bonds in whole but not in part, at the US
Dollar Linked amount of the Early Redemption Amount.
Change of Control Put – Yes, at the US Dollar Linked Amount of the
Early Redemption Amount upon the occurrence of a Change of Control.
Delisting Put – Yes, at the US Dollar Linked Amount of the Early
Redemption Amount, if the Shares cease to be listed or admitted for
trading or are suspended for a period equal to or exceeding 30
consecutive Trading Days on the TWSE.
Conversion Procedure Conversion Period
The Bonds may be converted into newly issued common shares of the
Issuer at any time after ninety (90) days from the Issue Date (exclusive),
and ending on: (1) the seventh (7th) day prior to the Maturity Date or (2)
the fifth (5th) Trading Day prior to any date where the Issuer exercises its
early redemption right pursuant to the applicable laws and the Trust
Deed.
Conversion Price
The initial Conversion Price is NT$10.42. The exchange rate used for the
Conversion Price calculation is the Fixed Exchange Rate, NT$30.846 /
US$1 according to Taipei Forex Inc. Taiwan Dollar 11:00am Fixing on
19 February 2019,“TRY11 Index”on Bloomberg.
Redemption at
Maturity
Unless previously redeemed, repurchased and cancelled or converted, the
Bonds will be redeemed on the Maturity Date at an amount equal to the
principal amount of the Bonds plus a gross yield of 0.5% per annum,
calculated on an annual basis (the "Redemption Amount").The
Redemption Amount will be 101.47% of the face value and converted
into NT dollars based on the Fixed Exchange Rate, and this fixed NT
dollar amount will be converted using the prevailing exchange rate for
payment in US dollars.

(Continued)

30

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(k) Income Tax

(i) Income tax expense

The details of income tax expense for the years ended December 31, 2020 and 2019 were as follows:

Current tax expense
Current period
Land value increment tax
Undistributed earnings additional 10% tax
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax expense (gain)
For the years ended December 31
2020
2019
$ --
389
-
13,635
-
2,469
(1,894)
-
(1,894)
16,493
$ 1,458
(60)
$
(436)
16,433
For the years ended December 31
2020
2019
$ --
389
-
13,635
-
2,469
(1,894)
-
(1,894)
16,493
$ 1,458
(60)
$
(436)
16,433

16,433

Reconciliations between income tax expense (gain) and profit (loss) before tax for the years ended December 31, 2020 and 2019, were as follows:

(Loss) Profit excluding income tax

Income tax calculated on (loss) profit before tax using
the Company’s domestic tax rate

Share of profit (loss) of associates accounted for using
equity method
Tax-exempt loss
Undistributed earnings additional tax
Change in unrecognized temporary differences
Land value increment tax
Tax-exempt land income
Change in provision in prior periods
Current year losses for unrecognized deferred tax asset
Temporary difference
Total
For the years ended December 31
2020
2019
$ (287,243)
1,420,810
$ (57,449)
284,162
4,329
1998
576
-
-
2,469
28,079
(275,027)
-
13,635
-
(41,441)
(1,894)
-
24,465
30,697
1,458
60
$
(436)
16,433
For the years ended December 31
2020
2019
$ (287,243)
1,420,810
$ (57,449)
284,162
4,329
1998
576
-
-
2,469
28,079
(275,027)
-
13,635
-
(41,441)
(1,894)
-
24,465
30,697
1,458
60
$
(436)
16,433
2020
$ (287,243)






$ (57,449)
4,329
576
-
28,079
-
-
(1,894)
24,465
1,458

$
(436)

(ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax liabilities

The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020 and 2019. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities, the details of which were as follows:

31

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Aggregated amount of temporary differences
related to investments in subsidiaries
Unrecognized deferred tax liabilities
December 31, 2019 December 31,2018
$
1,106,482
$
221,296
1,499,220
299,244

The Board of Directors of the Company resolved during the meeting to adopt the stock dividend policy for the subsidiary, First Steamship S.A. Moreover, Company does not intend to dispose the equity investment in the near future, hence the temporary difference between the book value and the tax of the subsidiary will not be disposed and the non-recognized deferred income tax liabilities shall not be dividend.

2) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

The carry forward of unused tax losses
Others
December 31, 2020 December 31,2019
$
90,715
3,533
$
94,248
74,783
3,361
78,144

The R.O.C Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

As of December 31, 2020, the information of the Company’s unutilized business losses for which no deferred tax assets were recognized are as follows:


Year of loss
2011
2015
2016
2017
2018
2019
2020
Total
Unutilized business loss Expiry date
2021

2025

2026

2027

2028

2029
2030
$ 13,913
70,701
71,989
36,057
20,950
117,167
122,325
$ 453,102
  • 3)

  • Recognized deferred tax liabilities

Changes in the amount of deferred tax liabilities for the years ended December 31, 2020 and 2019 were as follows:

32

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Deferred tax liabilities:

Deferred tax liabilities:
Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Estimated
subsidiary earnings
appropriated
$ 7,425
1,458

$ 8,883
$ 7,485
(60)

$ 7,425
  • (iii) Examination and Approval

The Company’s tax returns for the years through 2018 were examined and approved by the national tax authorities.

  • (l) Capital and other equity

As of December 31, 2020 and 2019, the number of authorized ordinary shares were 1,200,000 thousand shares and 1,000,000 thousand shares, respectively, with par value of $10 per share. The total value of authorized ordinary shares was amounted to $12,000,000 thousand and $10,000,000 thousand, respectively. Also, the number of issued and outstanding shares were 686,763 thousand shares and 630,883 thousand shares, respectively. All issued shares were paid up upon issuance.

(i) A resolution was made at the special shareholders’ meeting on September 30, 2020, that the Company can issue domestic or overseas convertible bonds in private if the convertible ordinary shares are within 240,000 thousand shares. Also, the board meeting was authorized to raise funds from specified persons in batches with a year depends on the operation needs.

  • (ii) Capital surplus

The components of the capital surplus were as follows:

Share capital
Stock option from convertible corporate bonds
Employee share options
Forfeited share options
Treasury share transactions
Changes in equity of associates accounted for using
equity method
Difference arising from subsidiary’s share price and its
carrying value
Changes in a parent's ownership interest in a subsidiary
Donation from shareholders
December 31,
2020
$ 375,316
748,921
96,902
13,838
15,967
-
596,524
66,873
3,332
December 31,
2019

561,458

748,921

96,902

13,838

15,967
11,629

430,844

64,795

3,332

1,947,686

$
1,917,673

According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received.

33

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring paid-in capital in excess of par value should not exceed 10% of the total common stock outstanding.

The company issued overseas guaranteed convertible bonds in 2019, please refer to note 6(j) .

Earnings distribution of capital surplus with $186,142 thousand in cash was decided by the resolution adopted, at the special shareholders meeting held on June 18, 2020.

(iii) Retained earnings

According to the Articles of Association, the Company is required to appropriate earnings every accounting year. The after tax earnings are initially used to offset cumulative losses. Of the remaining balance, 10% is to be appropriated as legal reserve, and then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

According to the Company’s articles of incorporation, the dividend policy of the Company is based on the principle of prudence, which considers the Company’s future funding needs and financial structure by reserving a certain amount of earnings, and distributing stock dividends and cash dividends from the remaining earnings. In order to maintain stable dividend distribution, in principle, the distribution of cash dividends shall not be less than 10% of the total dividends. If the distribution of cash dividends is less than $0.1 dollars per share, the Board of Directors can pass a resolution to distribute stock dividends instead, but it will be subject to a resolution by the shareholders during their shareholders’ meeting.

1) Legal reserve

According to the ROC Company Act, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

The Company chose to apply the exemption under the IFRS1 “First-time adoption of IFRS”; therefore, a portion of cumulative translation adjustments amounting to thousand was reclassified as special earnings reserve. The net increase in retained earnings due to this reclassification is not covered by the Ruling No. 1010012865 issued by the FSC on April 6, 2012 for purposes of appropriating the same amount of special earnings reserve.

In accordance with the aforementioned Ruling No. 1010012865, a portion of current period earnings and undistributed prior period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current period total net reduction of other shareholders’ equity. Similarly, a portion of undistributed prior period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions. A resolution was passed during the shareholders’ meeting held on June 28, 2019 and June 18, 2020 for the reversal of special earnings reserve of $105,284 thousand and the appropriation of special earnings reserve of $335,040 thousand, respectively.

34

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

3) Earnings distribution

On September 30, 2020 and June 28, 2019, resolutions were passed during the special shareholders' meeting and shareholders' meeting, respectively, to appropriate the 2019 and 2018 earnings, respectively. These earnings were appropriated as follows:

Dividends distributed to common shareholders:
Cash
Stock
Total
For the years ended December 31
2019
2018
$ 62,088
63,088
558,795
-
$
620,883
63,088
2019
$ 62,088
558,795

$
620,883

(iv) Other equity interests

Balance at January 1, 2020
Exchange differences on foreign operation
Balance at December 31, 2020
Balance at January 1, 2019
Exchange differences on foreign operation
Balance at December 31, 2019
Exchange differences
on translation of
foreign financial
statements


Equity related to
non-current assets
classified as held
for sale
29,788
(9,070)

20,718
35,656
(5,868)

29,788
Total
(565,892)
(206,880)
(772,772)
(230,852)
(335,040)
(565,892)
$ (595,680)
(197,810)
$ (793,490)

$ (266,508)
(329,172)
$ (595,680)



  • (vi) Treasury stock

In 2020, in accordance with the requirements under section 28(2) of the Securities and Exchange Act, the Company repurchased 10,000 thousand shares as treasury shares in order to transfer the shares to employees. As of December 31, 2020, a total of 10,000 thousand shares were not yet cancelled.

In accordance with the Securities and Exchange Act requirements as stated above, the number of shares repurchased should not exceed 10 percent of total issued shares. Also the value of the repurchased shares should not exceed the sum of the Company’s retained earnings, share premium, and realized reserves.

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.

  • (m) Earnings per share

For the years ended December 31, 2020 and 2019, the basic and diluted earnings per share were calculated as follows:

Basic earnings per share
Profit (loss) attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares at December 31
For the years ended December 31
2020
2019
$
(286,807)
1,404,377
630,883
630,883
For the years ended December 31
2020
2019
$
(286,807)
1,404,377
630,883
630,883
2019

1,404,377



630,883

35

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Effect on issuance of stock dividend
Effect of treasury stock
Weighted-average number of ordinary shares at December 31
Earnings (loss) per share (dollars)
Diluted earnings (loss) per share
Profit (loss) attributable to ordinary shareholders of the Company
Effect of dilutive potential ordinary shares
Effect of conversion of convertible bonds
Profit (loss) attributable to ordinary shareholders of the Company (diluted)
Weighted-average number of ordinary shares at December 31
Effect of dilutive potential ordinary shares
Effect of issuance of share option
Effect of conversion of convertible bonds
Weighted average number of ordinary shares (diluted) at December 31
Earnings (loss) per share (dollars)
Note: Antidilutive effect on earnings per share was not calculated.
55,880
55,880
(8,190)
-
55,880
55,880
(8,190)
-

678,573
686,763


$
(0.42)
2.04

Frs ended December 31or the yea
2020
2019
$ 286,807
1,404,377
(Note)
59,414
$ (286,807)
1,463,791
678,573
686,763
(Note)
793
(Note)
120,187
678,573
807,743
$
(0.42)
1.81

2020
$ 286,807
(Note)
$ (286,807)
678,573
(Note)
(Note)
678,573
$
(0.42)

1,463,791

686,763
793
120,187

807,743

1.81
  • (n) Revenue from contracts with customers

(i) Disaggregation of revenue

Primary geographical markets
Taiwan
Major products/services lines
Agency fee income
Lease revenue (Note)
For the year ended December 31
2020
2019
$
71,499
76,188
For the year ended December 31
2020
2019
$
71,499
76,188
For the year ended December 31
2020
2019
$
71,499
76,188
2020
$
71,499

$ 63,235
8,264

65,926
10,262
76,188

$
71,499

Note: The lease revenue and financial lease interest income of the Company are under accounting policies of IFRS 16 , respectively.

36

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (ii) Contract balances
Accounts receivable
Less: allowance for impairment
Total
Contract liabilities—advance real
estate receipts
December 31,
2020
December 31,
2019
January 1,
2018
$ 5,165
-
$ 5,165
$ -
27,882
-
27,882
281

For details on accounts receivable and allowance for impairment, please refer to note 6(q).

The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liability balance at the beginning of the period amounting to $0 thousand and $281 thousand, respectively.

The major change in the balance of contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. There were no other significant changes during the period from January 1 to December 31, 2020 and 2019.

(o) Employee compensation and directors' and supervisors' remuneration

According to the Articles of Association, once the Company has annual profit, it should appropriate ’ ’ no less than 1% of the profit to its employees and 3% or less as directors and supervisor s remuneration. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The pervading target given via shares or cash includes dependent employees of the Company’s subsidiaries under certain requirements approved by Board of Directors. However, directors’ and supervisors' remuneration could only be paid by cash.

As the operations for the year 2020 resulted in a net loss, no employee compensation and directors’ remuneration were estimated and accrued.

The compensation to employees amounted to $14,352 thousand for the year ended December 31, 2019. The remunerations to directors amounted to $0 thousand for the year ended December 31, 2019. These amounts were calculated using the Company's net profit before tax without the remunerations to employees and directors for each period, multiplied by the proposed percentage which is stated under the Company's proposed Article of Incorporation. These remunerations were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the approved by the Board of Directors, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year.

There is no difference between actual amount distributed and the estimated amount in the consolidated financial statements of 2019 for the employee compensation and directors ’ remuneration. The information is available on the Market Observation Post System website.

37

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (p) Non-operating income and expenses

(i) Other income

The details of other income for the years ended December 31, 2020 and 2019, were as follows:


Interest income
Bank deposits

Loans
Others
For the years ended December 31
2020
2019
$ 157
1,560
15,601
7,683
10
7
$
15,768
9,250
For the years ended December 31
2020
2019
$ 157
1,560
15,601
7,683
10
7
$
15,768
9,250
2020
$ 157
15,601
10
$
15,768
9,250

(ii) Other gains and losses

The details of other gains and losses for the years ended December 31, 2020 and 2019, were as follows:

Foreign exchange gain (losses)
Gain on disposal of non-current assets classified as held for sale
Income (expense)
Loss on disposals of investments
Financial assets and liabilities net benefits
Embedded derivative instruments–call and put options
Embedded derivative instruments–call and put options
For the years ended December 31
2020
2019
$ (6,404)
$ 18,526
-
217,213
130
1,046
(237)
-
3,547
3,856
(2,640)
-
$
(5,604)
$
240,641
For the years ended December 31
2020
2019
$ (6,404)
$ 18,526
-
217,213
130
1,046
(237)
-
3,547
3,856
(2,640)
-
$
(5,604)
$
240,641
For the years ended December 31
2020
2019
$ (6,404)
$ 18,526
-
217,213
130
1,046
(237)
-
3,547
3,856
(2,640)
-
$
(5,604)
$
240,641
2020
$ (6,404)
-
130
(237)
3,547
(2,640)
$
(5,604)






$
240,641

(iii) Finance costs

The details of finance costs for the years ended December 31, 2020 and 2019,were as follows:

Interest expenses
Bank loan
Interest on corporate bonds
Amortization on discount of corporate bonds
Lease liabilities
Other interest
Financial expense
For the years ended December 31
2020
2019
$ 26,330 19,197
8,375
25,125
95,856
78,277
7
15
- 12
9,473
18,953
$
140,041
141,579
For the years ended December 31
2020
2019
$ 26,330 19,197
8,375
25,125
95,856
78,277
7
15
- 12
9,473
18,953
$
140,041
141,579
2020
$ 26,330
8,375
95,856
7
-
9,473
$
140,041



141,579
  • (q) Financial instruments

  • (i) Credit risks

    • 1) Credit risk exposure

As of December 31, 2020 and 2019, the maximum exposure of credit risks of financial

38

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations were mainly from:

  • ‧The carrying amounts of financial assets recognized in the consolidated balance sheet; and

  • ‧ The Company provided financial guarantees to an associate amounting to $6,306,603 thousand and $8,089,254 thousand.

  • 2) Concentration of credit risk

The Company specializes in ship escrow business, so there is a concentration of credit risk. However, the object of escrow ship business is a wholly-owned subsidiary of the company, which can fully grasp the progress of its receivables, so there is no significant credit exposure of account receivable.

  • 3) Receivables of credit risk

For credit risk exposure of accounts receivables, please refer to 2).

Other financial assets at amortized cost includes other receivables and other financial assets, etc., please refer to notes 7 and 8.

The impairment provision of all of these financial assets recognized during the period was limited to 12 months expected losses or lifetime ECL measurement. For an explanation of how the Company determines that credit risk is low, please refer to Note 4 (f).The Company didn’t mention expected credit losses in both the 2020 and 2019.

  • (ii) Liquidity risks

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2020
Non-derivative financial liabilities
Non-interest bearing liabilities
Floating rate instrument
Fixed rate instruments
December 31, 2019
Non-derivative financial liabilities
Non-interest bearing liabilities
Floating rate instrument
Fixed rate instruments
Lease liabilities
Carrying
amount
Contractual
cash flows
1years 1 to 5
years
Over 5years

-
-
737,997
-

-
-

737,997
-

-
-
359,305
-

1,542,300
-

-
-

1,901,605
-
$ 199,747
2,440,530
1,481,643

199,747

2,509,550

1,592,675

199,747

1,771,553

1,592,675

$
4,121,920



4,301,972



3,563,975

$ 107,492
948,000
2,385,749
949



107,492

970,849

2,609,425

957



107,492

611,544

1,067,125

957
$
3,442,190

3,688,723

1,787,118

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

39

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(iii) Market risk

1) Currency risk

The Company’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
USD
Non-monetary items
Investment accounted for
equity method
USD
Financial liabilities
Monetary items
USD
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2019 December 31, 2019
Foreign
currency
Exchange
rate
NTD Foreign
currency
Exchange
rate
NTD
$ 7,219
361,768
4,874

28.48

28.48
28.48

205,597
10,363,150
138,812

6,143

354,638
-

30.08

30.08
-

184,781
10,667,526
-
  • 2) Sensitivity analysis

The Company’s exposure to foreign currency risk arises from cash and cash equivalents, accounts receivables, other receivables and other payables that are denominated in foreign currency.A strengthening (weakening) of 1% of the NTD against the USD as of December 31, 2020 and 2019 would have increased (decreased) the profit after tax by $534 thousand and $14,178 thousand, respectively. This analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably possible at the reporting date.

Since the Company has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the years ended December 31, 2019 and 2018, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $(6,404) thousand and $18,526 thousand, respectively.

  • (iv) Interest rate analysis

The details of the Company’s exposure to interest rate of financial assets and liabilities, please refer to the note on liquidity risk management.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments at the reporting date. Regarding of liabilities with floating interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.5% when reporting to management internally, which also represents the Company management's assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 0.5%, the Company’s profit before tax would have decreased or increased by $10,363 thousand and $2,187 thousand, which is mainly due to the Company’s borrowings at variable rates and demand deposits for the years ended December 31, 2020 and 2019, respectively, given that all other variable factors remaining constant.

40

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (v) Fair value of financial instruments

  • 1) Fair value hierarchy

The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required :

December 31, 2020
FairValue
Carrying
amount
Level 1
Level 2
Level 3
Financial assets at fair value through
profit or loss
Convertible bonds
$ 5,983
-
5,893
-
Beneficiary rights - Specific
construction project
46,800 -
-
46,800
Embedded derivative instruments-call
and put options
925
-
-
925

$
53,618
-
5,893
47,725
December 31, 2019
FairValue
Carrying
amount
Level 1
Level 2
Level 3
Financial liabilities at fair value
through profit or loss
Embedded derivative
instruments–call and put
options
$
2,622
-
-
2,622
December 31, 2020
FairValue
Carrying
amount
Level 1
Level 2
Level 3
Financial assets at fair value through
profit or loss
Convertible bonds
$ 5,983
-
5,893
-
Beneficiary rights - Specific
construction project
46,800 -
-
46,800
Embedded derivative instruments-call
and put options
925
-
-
925

$
53,618
-
5,893
47,725
December 31, 2019
FairValue
Carrying
amount
Level 1
Level 2
Level 3
Financial liabilities at fair value
through profit or loss
Embedded derivative
instruments–call and put
options
$
2,622
-
-
2,622
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 Total
5,893
46,800
925
53,618
Total
2,622
Carrying
amount
$ 5,983
46,800
925
FairValue
Level 1
-
-
-
Level 2
5,893
-
-
Level 3
-
46,800
925
$
53,618
- 5,893 47,725

December 31, 2019
Carrying
amount
$
2,622
FairValue
Level 1
-
Level 2
-
Level 3
2,622
  • 2) Valuation techniques for financial instruments not measured at fair value

The Company’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

  • a) Financial assets or liabilities measured at amortized cost

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

  • 3) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative financial instruments

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry Company, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.

Quoted market prices may not be indicative of the fair value of an instrument if the

41

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

activity in the market is infrequent, the market is not well established, only small volumes are traded, or bid ask spreads are very wide. Determining whether a market is active involves judgment.

  • b) Derivative financial instruments

Measurement of the fair value of derivative instruments is based on the valuation techniques. Embedded derivative instruments are measured at model of adjusted Binary tree.

  • c) Financial guarantee contract

Discounted cash flow models that are applied to estimate the fair value of a financial guarantee. The assumption is to use a probability-weighted discounted cash flow analysis that incorporates the expected default rate of the borrower and expected recoveries in the event of default.

  • 4) There were no transfers in either direction of levels in 2020 and 2019.

  • 5) Reconciliation of Level 3 fair values

Opening balance, January 1, 2020
Issuance
In profit or loss
Ending Balance, December 31, 2020
Opening balance, January 1, 2019
Issuance
In profit or loss
December 31, 2019
Financial assets and liabilities as held for sale Financial assets and liabilities as held for sale Financial assets and liabilities as held for sale
Embedded derivative
instruments
(2,622)
-
3,547
925
-
(6,478)
3,856
(2,622)

For the year ended December 31,2020 and 2019, total gains and losses that were included in “other gains and losses” were as follows:

Total gains and losses recognized:
In profit or loss, and including“other gains and
losses”
2020 2019
$
3,856
$
3,547
  • 6) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company’s financial instruments that use Level 3 inputs to measure fair value include financial assets measured at fair value through profit or loss – embedded derivative instruments, and the financial instrument in Level 3 has only one significant unobservable input.

42

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

Quantified information of significant unobservable inputs was as follow:

Item
Embedded derivative
instruments–call and
put options
Beneficiary
rights - Specific
construction project
Valuation
technique
Adjusted Binary
tree
Discounted
cashflow
Significant unobservable inputs Inter-relationship
between significant
unobservable inputs and
fairvalue measurement
‧Volatility (As of December 31,
2020 and 2019 was 37.32% and
24.29%)
‧Volatility of buildings sale prices
and costs (as of December 31,
2020 were $410 thousand per
squere feet and $130 thousand
per square feet)
‧The estimated fair value
would decrease if the
volatility were higher

‧The estimated fair value
would increase if the
credit risk was higher.
  • 7) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Company’s measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results. For fair value measurements in Level 3, changing one or more of the assumptions would h

a
v
e
t
h
e
f
o
l
December 31, 2020
Financial assets at fair value through profit or loss
Beneficial rights from the specific construction project
Financial assets at fair value through other comprehensive
income
Embedded derivative instruments–call and put options
December 31, 2019
Financial assets at fair value through profit or loss
Embedded derivative instruments–call and put options
Inputs Fluctuation
in
inputs
Profit or loss
Favorable
Unfavorable
4,003
(4,003)
463
(308)
308
(308)
Favorable
Sale price
Volatility
Volatility
5%
5%
5%
4,003
463
308

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

(r) Financial risk management

  • (i) Overview

The Company have exposures to the following risks due to the uses of its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Company’s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.

43

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (ii) Structure of risk management

The Companys risk management policies are established to identify and analyze the Company’s exposure to risks, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The board of directors has overall responsibility for the establishment and oversight of the derivative financial instruments, and internal auditor undertakes regular reviews of risk management controls and procedures.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.

  • 1) Trade and other receivables

Company specializes in ship escrow business, so there is a concentration of credit risk, but the escrow ship business transaction. The object is a wholly-owned subsidiary of the company, which can fully grasp the progress of its collection, so there is no account receivable significant credit exposure.

  • 2) Investment

The exposure to credit risk for the bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Company’s finance department. The Company only deals with banks with high credit rating, or financial institutes and corporate organizations with level of professional investor; therefore, the Company does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.

  • 3) Guarantees

As of December 31, 2020 and December 31, 2019, the Company didn’t guarantee companies other than subsidiaries. For the Company providing financial guarantees, please refer to notes 13.

  • (iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed ’ conditions, without incurring unacceptable losses or risking damage to the Company s reputation.As of December 31, 2020 and 2019, the Company's unused credit line amounted to $152,000 thousand and $157,000 thousand, respectively.

  • (v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

44

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

The Company buys and sells derivatives, and also incurs financial liabilities, in order to manage market risk. All such transactions are carried out within the guidelines set by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting in order to manage volatility in profit or loss.

  • 1) Currency risk

The Company is exposed to exchange rate risks arising from deposits and borrowing transactions that are not denominated in functional currencies. This,the company's functional currency is New Taiwan dollar, and the main denomination currency for these transactions is the US dollar.

  • 2) Interest rate risk

The Company’s risks with exposure to changes in interest rates arise mainly from borrowings from banks. Borrowings on a variable–rate basis will exposed the Company to the variability in cash flows attributable to interest rate risk. The Company assess the level of interest rate is recently stable in the business environment. Therefore, material interest rate risk is less likely to occur.

  • 3) Other market price risk

Equity price risk is the equity held by the company in profit or loss for fair use of funds risks arising from the instrument. The management of the Company monitors the proportion of equity securities in its investment portfolio based on market index. Material investments within the portfolio are managed on an individual basis, and all buy and sell decisions are approved by the management authority.

The primary goal of the Company’s investment strategy is to maximize investment returns; the board of directors and member in investment department were all professional in finance to make appropriate decision, and therefore the market price risk of investment at fair value through profit or loss were controlled by management.

  • (s) Capital management

The Company’s objectives for managing capital are ensuring the ability to operate continuously, providing returns to shareholders and other stakeholders, and maintaining an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.

The Company and other entities in the same industry use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.

As of 2020, the Company’s capital management strategy is consistent with the prior year as of 2019. The gearing ratio is maintained so as to ensure financing at reasonable cost.

45

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

The Company’s debt to adjusted capital ratios at the end of the reporting period were as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Debt-to-equity ratio
December 31,
2020
December 31,
2020

December 31,
2019
3,455,671
(80,758)
3,374,913
9,141,407
12,516,320
27%
$ 4,131,841
(50,052)

$
4,081,789


$
8,461,183


$
12,542,972


33%

Riseing debt-to-equity ratio as at 31 December 2020. The main reason was that the total debt increased due to the bank loans during the period.

  • (u) Changes in liabilities arising from financing activities

  • (i) The Company’s investing and financing activities which did not affect the current cash flow for the years ended December 31, 2020 and 2019 were as follows:

Short-term borrowings
Short-term notes and bills payable
Bonds payable
Long-term borrowings
Other payables -related parties
Guarantee deposits
Lease liabilities
Total liabilities from financing activities
January 1,
2020
$ 445,000
49,954
2,335,795
503,000
-
1,422
949
$
3,336,120
Cash flows

1,349,200

38

(1,000,000)

143,330
138,812
850
(949)
Non-cash
changes
December
31, 2020
1,794,200
49,992

1,431,651
646,330
138,812
2,272
-
4,063,257
Other(Note)

-

-

95,856

-

-


-
-


631,281
95,856

Note:It is mainly the effects of amortization on discount of corporate bonds.

Short-term borrowings
Short-term notes and bills payable
Bonds payable
Long-term borrowings
Other payables -related parties
Guarantee deposits
Lease liabilities
Total liabilities from financing activities
January 1,
2019
Cash flows
$ 250,000
195,000
49,947
7
1,995,336
542,300
968,000
(465,000)
1,858,289 (1,858,289)
2,793 (1,371)
956
(765)
January 1,
2019
Cash flows
$ 250,000
195,000
49,947
7
1,995,336
542,300
968,000
(465,000)
1,858,289 (1,858,289)
2,793 (1,371)
956
(765)
Non-cash
changes
Other (Note)
-
-
(201,841)
-
-
-
758
(201,083)
December 31,
2019
445,000
49,954
2,335,795
503,000
-
1,422
949
3,336,120
$
5,125,321


(1,588,118)

Note:It is mainly the effects of lease modification and amortization on discount of corporate bonds.

46

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(7) Related-party transactions:

  • (a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements:

Name of related party
YEE SHIN INVESTMENTS CO., LTD.
ROYAL SUNWAY DEVELOPMENT CO., LTD.
FIRST STEAMSHIP S.A.
GRAND OCEAN RETAIL GROUP LTD.
FIRST MARINER HOLDING LTD.
NEW URBAN INVESTMENTS LTD.
NATURE SOURCES LTD.
FIRST MARINER CAPITAL LTD.
DELUXE GAIN HOLDING LTD.
AHEAD CAPITAL LTD.
MARINER CAPITAL LTD
Relationship with the Group
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company

(b) Significant transactions with related parties

  • (i) Sales to related parties

The amounts of significant sales to related parties were as follows:

FIRST STEAMSHIP S.A. 2020 2019
$
63,235
65,926

The rates charged by the management agreement between the Company and the subsidiary and the charged collected monthly depending on the contract. The Company has not entered into shipping agency contracts with non-related parties.

  • (ii) Receivables from related parties

Receivables from related parties were as follows:

Account
Category of relatedparty
December 31,
2020
$
5,165
December 31
2019
5,455
7.597
211
16,721
218
$ 8,633 24,747

Note1: The nature is interest receivable

Note2: The nature is scattered payments of subsidiary

47

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (iii) Loans to related parties

The loans to related parties were as follows

The loans to related parties were as follows The loans to related parties were as follows
Account
Category of relatedparty
December
31, 2020
December 31,
2019
Other receivables
YEE SHIN INVESTMENTS CO., LTD.
(Note 1)
$ -
8,640
Other receivables
ROYAL SUNWAY DEVELOPMENT
CO., LTD. (Note 1)
220,000
416,500
Other receivables
FIRST STEAMSHIP S.A. (Note 2)
-
111,657
Other receivables
FIRST MARINER HOLDING LTD.
(Note 2)
8,629
9,355
Other receivables
FIRST MARINER CAPITAL LTD.
(Note 2)
19,167
14,318
$ 247,796
560,470
December
31, 2020
December 31,
2019
$ -
8,640
220,000
416,500
-
111,657
8,629
9,355
19,167
14,318
$ 247,796 560,470
  • Note1: The Company charged interest to related parties at annual rate of from 2% to 4% and were uncollateralized, and no provisions for doubtful debt were required after the assessment by the management. For the years ended December 31,2020 and 2019, the interest revenues were $15,061 thousand and $7,683 thousand, respectively.

  • Note2: The Company didn’t charged interest to related parties and it is non-collateral loan, assessing that without any impairment.

(iv) Borrowings from related parties

The borrowings from related parties were as follows

The borrowings from related partieswere as follows
FIRST STEAMSHIP S.A.
The Company didn’t paid interest to related parties.
December 31,
2020
December 31,
2019
$ 138,812 -
  • (v) Leases

As of December 31, 2020 and 2019, the Company entered lease agreements with subsidiaries rent the office building, and the rental fee was based on market price in the neighborhood, and signs one to two-year lease contracts, respectively. As of December 31, 2020 and 2019, the rental security deposit to subsidiaries amounted to $420 thousand and $420 thousand respectively. The rental revenue were $2,400 thousand and $1,714 thousand for the years ended December 31, 2020 and 2019, respectively.

(vi) Guarantees

  • 1) As of December 31, 2020 and 2019, the Company had provided a guarantee for loans taken out by subsidiaries. The credit limit of the guarantee was $6,306,603 thousand and $8,089,254 thousand, respectively, and actual usage amounts were $3,748,485 thousand and $3,314,288 thousand, respectively. No endorsement guarantee fee was charged in 2020 and 2019.

  • 2) As of December 31, 2020 and 2019, the Company had provided a guarantee for assets taken out by subsidiaries amounted to $0 thousand and $203,725 thousand, respectively.

48

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

  • (c) Key management personnel compensation

  • (i) Key management personnel compensation comprised:

Short-term employee benefits

**For the years ended ** **December 31 **
2020 2019
$
13,017
12,925

(8) Pledged assets:

The Company’s assets pledged to secure loans were as follows:

Pledged assets Object December 31,
2020
$ 518,292
172,721
143,036
302,880
15,000

-
December 31,
2019
December 31,
2019
Inventories(for construction business)
Property, plant and equipment
Investment Property
Other financial assets-current
Other financial assets-non-current
Investments accounted for using equity method
Bank loan
Ordinary bonds payable
Ordinary bonds payable
Ordinary bonds payable
Bank loans
Bank loans for subsidiaries

-
175,836
144,009
430,150
-
205,154
$ 1,151,929
955,149

(9) Significant commitments and contingencies:

  • (a) As of December 31, 2020 and 2019, the Company had provided a guarantee for loans taken out by its related parties, please refer to Note 7.

  • (b) As of December 31, 2019, the Company significant contracts were as follow: The company signed a shipping agency contract with FIRST STEAMSHIP SA on January 1, 2019, charging USD650 per ship per day as agency fee, except that either party will not renew the contract with a written notice 10 days before the expiry date of the contract. The contract will be automatically renewed upon expiration.

  • (c) The Company signed the joint construction contracts with other companies as follows:

Item
Joint construction with allocation of buildings,
Joint investing and developing on construction site
Construction name
Tucheng Yongfu

(10) Losses due to major disasters: None

(11) Subsequent events:

As of March 30, 2021, the part of bondholders of “Overseas Guaranteed Convertible Bonds 2018” of the Company exercised the conversion to newly issued common shares of 59,205 thousand shares. The capital increase date will be on March 31, 2021..

49

FIRST STEAMSHIP COMPANY LIMITED

Notes to Parent Company Only Financial Statements

(12) Other:

Other:
For theyears ended December 31
By function
**By item **
For the year ended
2020
For the year ended
2019
Operating
Cost
Operating
expense
**Total ** Operating
Cost
Operating
expense
**Total **
Employee benefits
Salary
Health and labor insurance
Pension
Remuneration of directors
Others
Depreciation
Depletion
Amortization
$ 13,049
1,224
1,296
-
461
973
-
-

24,831

2,600

745
3,846
2,043

4,322
-
1,271

37,880

3,824

2,041

3,846

2,504

5,295
-
1,271
$ 12,735

1,074

1,236

-

405

973
-

-

38,169

2,660

810
3,840
1,825

4,170
-
614

50,904

3,734

2,046

3,840

2,230

5,143
-
614

As of December 31, 2020 and 2019, the Company’s employees and addition information of employee benefits were as follows:

Employees Non-employee directors Average of employee benefits Average of salary Adjustment of average salary Supervisor's remuneration

2019 2018
47 4
4
$
1,076
1,40
$
881
1,21
(27.31%) -

$
-

50

(English Translation of Financial Statements Originally Issued in Chinese)

FIRST STEAMSHIP COMPANY LTD.

Changes in Investmemts Using Equity Method For the years ended December 31, 2020 (Expressed in Thousands of New Taiwan Dollars)

Name
Shares
Amount
Shares
Amount
Shares
Amount
FIRST STEAMSHIP S.A.
2,300
9,411,843
$ -
19,162
-
(210,008)
GRAND OCEAN RETAIL GROUP LTD.
7,226,000
329,432
-
5,908
-
(20,416)
FIRST MARINER HOLDING LTD.
50,224,000
925,297
-
-
-
(158,068)
YEE SHIN INVESTME CO., LTD.
36,000,000
325,148
18,300,000
313,375
(41,410,000)
(462,506)
YEE YOUNG INVESTME CO., LTD.
-
-
22,275,000
471,978
-
11,143
-
NEW URBAN INVESTMENTS LTD.
50,000
954
-
-
(50,000)
(954)
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
11,000,000
84,223
-
27,644
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
3,332,784
89,490
-
-
(3,332,784)
(89,490)
Total
11,166,387
$
838,067
(952,585)
The details of the increase and decrease for investments accounted for using the equity method were as follows:
Capital
Capital
Name
surplus
increase
FIRST STEAMSHIP S.A.
$ 1,534
-
GRAND OCEAN RETAIL GROUP LTD.
77
-
FIRST MARINER HOLDING LTD.
0
-
YEE SHIN INVESTME CO., LTD.
130,375
183,000
YEE YOUNG INVESTME CO., LTD.
35,402
414,077
NEW URBAN INVESTMENTS LTD.
-
-
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
-
-
Total
$ 167,388
597,077
January 1, 2020
Additions
Decrease
using equity method
conversion adjustments
accounted for
Foreign currency
17,628
Gain(loss) of associates
(4,519)
(143,304)
(210,008)
(206,888)
5,831
(37,969)
(22)
27,644
(180)
(151,865)
-
-
(9)
(10,437)
(14,764)
(11,143)
22,499
Name
Shares
Amount
Shares
Amount
Shares
Amount
FIRST STEAMSHIP S.A.
2,300
9,411,843
$ -
19,162
-
(210,008)
GRAND OCEAN RETAIL GROUP LTD.
7,226,000
329,432
-
5,908
-
(20,416)
FIRST MARINER HOLDING LTD.
50,224,000
925,297
-
-
-
(158,068)
YEE SHIN INVESTME CO., LTD.
36,000,000
325,148
18,300,000
313,375
(41,410,000)
(462,506)
YEE YOUNG INVESTME CO., LTD.
-
-
22,275,000
471,978
-
11,143
-
NEW URBAN INVESTMENTS LTD.
50,000
954
-
-
(50,000)
(954)
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
11,000,000
84,223
-
27,644
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
3,332,784
89,490
-
-
(3,332,784)
(89,490)
Total
11,166,387
$
838,067
(952,585)
The details of the increase and decrease for investments accounted for using the equity method were as follows:
Capital
Capital
Name
surplus
increase
FIRST STEAMSHIP S.A.
$ 1,534
-
GRAND OCEAN RETAIL GROUP LTD.
77
-
FIRST MARINER HOLDING LTD.
0
-
YEE SHIN INVESTME CO., LTD.
130,375
183,000
YEE YOUNG INVESTME CO., LTD.
35,402
414,077
NEW URBAN INVESTMENTS LTD.
-
-
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
-
-
Total
$ 167,388
597,077
January 1, 2020
Additions
Decrease
using equity method
conversion adjustments
accounted for
Foreign currency
17,628
Gain(loss) of associates
(4,519)
(143,304)
(210,008)
(206,888)
5,831
(37,969)
(22)
27,644
(180)
(151,865)
-
-
(9)
(10,437)
(14,764)
(11,143)
22,499
Name
Shares
Amount
Shares
Amount
Shares
Amount
FIRST STEAMSHIP S.A.
2,300
9,411,843
$ -
19,162
-
(210,008)
GRAND OCEAN RETAIL GROUP LTD.
7,226,000
329,432
-
5,908
-
(20,416)
FIRST MARINER HOLDING LTD.
50,224,000
925,297
-
-
-
(158,068)
YEE SHIN INVESTME CO., LTD.
36,000,000
325,148
18,300,000
313,375
(41,410,000)
(462,506)
YEE YOUNG INVESTME CO., LTD.
-
-
22,275,000
471,978
-
11,143
-
NEW URBAN INVESTMENTS LTD.
50,000
954
-
-
(50,000)
(954)
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
11,000,000
84,223
-
27,644
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
3,332,784
89,490
-
-
(3,332,784)
(89,490)
Total
11,166,387
$
838,067
(952,585)
The details of the increase and decrease for investments accounted for using the equity method were as follows:
Capital
Capital
Name
surplus
increase
FIRST STEAMSHIP S.A.
$ 1,534
-
GRAND OCEAN RETAIL GROUP LTD.
77
-
FIRST MARINER HOLDING LTD.
0
-
YEE SHIN INVESTME CO., LTD.
130,375
183,000
YEE YOUNG INVESTME CO., LTD.
35,402
414,077
NEW URBAN INVESTMENTS LTD.
-
-
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
-
-
Total
$ 167,388
597,077
January 1, 2020
Additions
Decrease
using equity method
conversion adjustments
accounted for
Foreign currency
17,628
Gain(loss) of associates
(4,519)
(143,304)
(210,008)
(206,888)
5,831
(37,969)
(22)
27,644
(180)
(151,865)
-
-
(9)
(10,437)
(14,764)
(11,143)
22,499
Name
Shares
Amount
Shares
Amount
Shares
Amount
FIRST STEAMSHIP S.A.
2,300
9,411,843
$ -
19,162
-
(210,008)
GRAND OCEAN RETAIL GROUP LTD.
7,226,000
329,432
-
5,908
-
(20,416)
FIRST MARINER HOLDING LTD.
50,224,000
925,297
-
-
-
(158,068)
YEE SHIN INVESTME CO., LTD.
36,000,000
325,148
18,300,000
313,375
(41,410,000)
(462,506)
YEE YOUNG INVESTME CO., LTD.
-
-
22,275,000
471,978
-
11,143
-
NEW URBAN INVESTMENTS LTD.
50,000
954
-
-
(50,000)
(954)
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
11,000,000
84,223
-
27,644
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
3,332,784
89,490
-
-
(3,332,784)
(89,490)
Total
11,166,387
$
838,067
(952,585)
The details of the increase and decrease for investments accounted for using the equity method were as follows:
Capital
Capital
Name
surplus
increase
FIRST STEAMSHIP S.A.
$ 1,534
-
GRAND OCEAN RETAIL GROUP LTD.
77
-
FIRST MARINER HOLDING LTD.
0
-
YEE SHIN INVESTME CO., LTD.
130,375
183,000
YEE YOUNG INVESTME CO., LTD.
35,402
414,077
NEW URBAN INVESTMENTS LTD.
-
-
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
-
-
Total
$ 167,388
597,077
January 1, 2020
Additions
Decrease
using equity method
conversion adjustments
accounted for
Foreign currency
17,628
Gain(loss) of associates
(4,519)
(143,304)
(210,008)
(206,888)
5,831
(37,969)
(22)
27,644
(180)
(151,865)
-
-
(9)
(10,437)
(14,764)
(11,143)
22,499
Name
Shares
Amount
Shares
Amount
Shares
Amount
FIRST STEAMSHIP S.A.
2,300
9,411,843
$ -
19,162
-
(210,008)
GRAND OCEAN RETAIL GROUP LTD.
7,226,000
329,432
-
5,908
-
(20,416)
FIRST MARINER HOLDING LTD.
50,224,000
925,297
-
-
-
(158,068)
YEE SHIN INVESTME CO., LTD.
36,000,000
325,148
18,300,000
313,375
(41,410,000)
(462,506)
YEE YOUNG INVESTME CO., LTD.
-
-
22,275,000
471,978
-
11,143
-
NEW URBAN INVESTMENTS LTD.
50,000
954
-
-
(50,000)
(954)
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
11,000,000
84,223
-
27,644
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
3,332,784
89,490
-
-
(3,332,784)
(89,490)
Total
11,166,387
$
838,067
(952,585)
The details of the increase and decrease for investments accounted for using the equity method were as follows:
Capital
Capital
Name
surplus
increase
FIRST STEAMSHIP S.A.
$ 1,534
-
GRAND OCEAN RETAIL GROUP LTD.
77
-
FIRST MARINER HOLDING LTD.
0
-
YEE SHIN INVESTME CO., LTD.
130,375
183,000
YEE YOUNG INVESTME CO., LTD.
35,402
414,077
NEW URBAN INVESTMENTS LTD.
-
-
ROYAL SUNWAY DEVELOPMENT
CO., LTD.
-
-
TAIWAN ENVIRONMENT
SCIENTIFIC CO., LTD.
-
-
Total
$ 167,388
597,077
January 1, 2020
Additions
Decrease
using equity method
conversion adjustments
accounted for
Foreign currency
17,628
Gain(loss) of associates
(4,519)
(143,304)
(210,008)
(206,888)
5,831
(37,969)
(22)
27,644
(180)
(151,865)
-
-
(9)
(10,437)
(14,764)
(11,143)
22,499

Shares
Holding %
Amount
2,300
100.00
9,220,997
7,226,000
3.70
314,924
50,224,000
100.00
767,229
12,890,000
100.00
176,017
22,275,000
100.00
460,835
-
0.00
-
11,000,000
55.00
111,867
-
0.00
-
11,051,869
Capital
Disposal /
Cash dividends
reduction
liquidation
paid
December 31, 2020
Shares
Holding %
Amount
2,300
100.00
9,220,997
7,226,000
3.70
314,924
50,224,000
100.00
767,229
12,890,000
100.00
176,017
22,275,000
100.00
460,835
-
0.00
-
11,000,000
55.00
111,867
-
0.00
-
11,051,869
Capital
Disposal /
Cash dividends
reduction
liquidation
paid
December 31, 2020
Unit Price (NT$)
Total Amount
4,009,129.13
9,220,997
21.35
154,275
15.28
767,229
15.30
197,183
19.74
439,669
-
-
10.17
111,867
-
-
Total
(190,846)
(14,508)
(158,068)
(149,131)
460,835
(954)
27,644
(89,490)
(114,518)
-
-
Market Value or Net Assets Value
Guarantee or pledge
-
-
-
-
-
-
Shares
Holding %
2,300
100.00
7,226,000
3.70
50,224,000
100.00
12,890,000
100.00
22,275,000
100.00
-
0.00
11,000,000
55.00
-
0.00
Capital
Disposal /
reduction
liquidation
(952,585) 11,051,869
s follows:
Capital
increase
-
-
-
183,000
414,077
-
-
-
Cash dividends

paid

1,534
77
0
130,375
35,402
-
-
-


-
-
-
-
-
(15,897)
-
-
-
(414,100)
-
-
-
-
-
-
(923)
-
-
-
-
-
(89,310)
-
(206,888) 167,388 597,077 (414,100)
(90,233)
(15,897)

Note1:NEW URBAN INVESTMENTS LTD. settlement amount includes the refunded price (925) thousand , the liquidation loss (6) thousand , and foreign currency conversion adjustments of 8 thousand. Note2:TAIWAN ENVIRONMENT SCIENTIFIC CO., LTD. price from disposal of (77,820) thousand , disposal losses (231) thousand and capital surplus (11,259) thousand.

51

(English Translation of Financial Statements Originally Issued in Chinese)

FIRST STEAMSHIP COMPANY LTD. Schedule of Short Term Borrowings For the years ended December 31, 2020

(Expressed in Thousands of New Taiwan Dollars)

Kind of borrowing
Financial Institutions A
Financial Institutions B
Financial Institutions C
Financial Institutions D
Financial Institutions E
Financial Institutions F
Financial Institutions G
Financial Institutions H
Pproperty Amount
80,000
$ 10,000
130,000
120,000
-
1,000,000
198,000
166,200
1,704,200
$
Contract period Rate Financing
amount
Mortgage or
guarantee
80,000
$ 100,000
130,000
170,000
50,000
1,000,000
Note
198,000
Inventories
166,200
"
1,894,200
$
Credit borrowing
"
"
"
"
Mortgage
borrowing
"
"
2020.05.20~2021.05.20
2020.09.02~2021.03.01
2020.08.25~2021.08.25
2020.11.26~2021.11.26
2020.12.30~2021.12.30
2020.06.29~2021.06.29
2020.11.05~2024.11.05
2020.11.20~2023.11.20
1.72%
1.35%
1.82%
1.50% ~ 1.53%
1.95%
2%
2%

Note:It is mortgaged or guaranteed by property, plant and equipment and other financial assets.

Schedule of Long‑Term Borrowings

Kind of borrowing
Financial Institutions G
Financial Institutions H
Financial Institutions I
Financial Institutions J
Less: current portion
Pproperty Amount
150,000
$ 198,000
148,330
150,000
(296,887)
349,443
$
Contract period
Rate
Mortgage
or

Credit borrowing
"
"
"
2020.12.23~2022.12.23
2020.12.07~2021.12.18
2020.11.26~2022.05.26
2020.04.20~2022.04.20
~~guarantee~~
1.54%
1.70%
1.80%
1.75%

Schedule of Bonds Payable

Please refer Note 6(j)

52

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LTD.

For the years ended December 31, 2020

Schedule of Operation Revenues

(Expressed in Thousands of New Taiwan Dollars)

Please refer Note 6(n)

Schedule of Operation Costs

Items
Summary
Employment expenses
Salary, Health and labor
insurance, Pension and others
Vessels management costs
Depreciation
Subtotal
Amount
$ 16,030
973
$ 17,003
Note

Schedule of Operation Expenses

Items Summary Amount Note
Employment expenses Salary, Health and labor $ 34,065
insurance, Pension and
others
Service expense 5,547
Depreciation 4,322
Others 16,063 Those which amount does not
reach more than 10% of the
balance of the subject.
Total $ 59,997