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SNC — Annual Report 2020
Nov 10, 2020
52159_rns_2020-11-10_bf3ea26e-e21b-42e3-af80-34223dca012e.pdf
Annual Report
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SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT DECEMBER 31, 2020 AND 2019
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.






| December 31, 2020 | December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | Notes | AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||||
| 1100 | Cash and cash equivalents | 6(1) | \$ 4,665,858 |
22 | \$ | 3,945,656 | 17 | |
| 1136 | Current financial assets at amortised | 6(2) | ||||||
| cost | 1,300 | - | 1,409 | - | ||||
| 1140 | Current contract assets | 6(14) | 81,626 | - | 99,113 | 1 | ||
| 1170 | Accounts receivable | 180,524 | 1 | 453,453 | 2 | |||
| 1200 | Other receivables | 166,967 | 1 | 41,750 | - | |||
| 1210 | Other receivables - related parties | 7 | 233 | - | 509 | - | ||
| 1220 | Current tax assets | 251 | - | 106 | - | |||
| 130X | Bunker inventories | 99,810 | - | 254,486 | 1 | |||
| 1410 | Prepayments | 37,739 | - | 56,946 | - | |||
| 1470 | Other current assets | 8 | 335,100 | 2 | 430,333 | 2 | ||
| 11XX | Total current assets | 5,569,408 | 26 | 5,283,761 | 23 | |||
| Non-current assets | ||||||||
| 1600 | Property, plant and equipment | 6(3)(5)(6)(7)(9) and 8 | 15,545,535 | 74 | 17,919,541 | 77 | ||
| 1755 | Right-of-use assets | 6(4) | 15,181 | - | 21,828 | - | ||
| 1840 | Deferred income tax assets | 6(21) | 6,858 | - | 11,087 | - | ||
| 1900 | Other non-current assets | 8 | 8,581 | - | 66,668 | - | ||
| 15XX | Total non-current assets | 15,576,155 | 74 | 18,019,124 | 77 | |||
| 1XXX | Total assets | \$ 21,145,563 |
100 | \$ | 23,302,885 | 100 | ||
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
(Continued)
| December 31, 2020 | December 31, 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | AMOUNT | % | AMOUNT | % | ||
| Current liabilities | |||||||
| 2100 | Short-term borrowings | 6(7) | \$ | 840,000 | 4 | \$ 800,000 |
4 |
| 2130 | Current contract liabilities | 6(14) | 92,144 | - | 35,616 | - | |
| 2200 | Other payables | 6(8) | 198,589 | 1 | 273,920 | 1 | |
| 2220 | Other payables - related parties | 7 | 22,246 | - | 22,940 | - | |
| 2230 | Current income tax liabilities | 541 | - | 104 | - | ||
| 2280 | Current lease liabilities | 5,746 | - | 5,881 | - | ||
| 2320 | Long-term liabilities, current portion | 6(9) | 839,469 | 4 | 938,996 | 4 | |
| 21XX | Total current liabilities | 1,998,735 | 9 | 2,077,457 | 9 | ||
| Non-current liabilities | |||||||
| 2540 | Long-term borrowings | 6(9) | 3,346,686 | 16 | 4,406,634 | 19 | |
| 2570 | Deferred income tax liabilities | 6(21) | 118,233 | 1 | 66,617 | - | |
| 2580 | Non-current lease liabilities | 10,631 | - | 16,913 | - | ||
| 2600 | Other non-current liabilities | 6(10) | 32,853 | - | 32,567 | - | |
| 25XX | Total non-current liabilities | 3,508,403 | 17 | 4,522,731 | 19 | ||
| 2XXX | Total liabilities | 5,507,138 | 26 | 6,600,188 | 28 | ||
| Equity attributable to owners of | |||||||
| parent | |||||||
| Share capital | 6(11) | ||||||
| 3110 | Share capital - common stock | 5,853,533 | 28 | 5,853,533 | 25 | ||
| Capital surplus | 6(12) | ||||||
| 3200 | Capital surplus | 242,611 | 1 | 241,989 | 1 | ||
| Retained earnings | 6(13) | ||||||
| 3310 | Legal reserve | 3,171,779 | 15 | 3,163,018 | 14 | ||
| 3320 | Special reserve | 1,349,931 | 6 | 924,270 | 4 | ||
| 3350 | Unappropriated retained earnings | 6,079,037 | 29 | 6,664,957 | 29 | ||
| Other equity interest | |||||||
| 3400 | Other equity interest | ( | 2,216,073) ( | 10) ( | 1,349,931) ( | 6) | |
| 31XX | Equity attributable to owners of | ||||||
| the parent | 14,480,818 | 69 | 15,497,836 | 67 | |||
| 36XX | Non-controlling interest | 4(3) | 1,157,607 | 5 | 1,204,861 | 5 | |
| 3XXX | Total equity | 15,638,425 | 74 | 16,702,697 | 72 | ||
| Significant contingent liabilities and | 9 | ||||||
| unrecognised contractual commitments | |||||||
| Significant events after balance sheet | 11 | ||||||
| date | |||||||
| 3X2X | Total liabilities and equity | \$ | 21,145,563 | 100 | \$ 23,302,885 |
100 |
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
The accompanying notes are an integral part of these consolidated financial statements.
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Year ended December 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | ||||||
| 4000 | Operating revenue | 6(14) and 7 | \$ | 3,985,650 | 100 \$ |
4,116,692 | 100 | ||||
| 5000 | Operating costs | 6(19)(20) and 7 | ( | 3,103,145)( | 78) ( | 3,553,018)( | 86) | ||||
| 5900 | Net operating margin | 882,505 | 22 | 563,674 | 14 | ||||||
| Operating expenses | 6(19)(20) | ||||||||||
| 6200 | General and administrative | ||||||||||
| expenses | ( | 186,598)( | 5) ( | 219,389)( | 6) | ||||||
| 6450 | Impairment loss determined in | ||||||||||
| accordance with IFRS 9 | - | - ( |
334) | - | |||||||
| 6000 | Total operating expenses | ( | 186,598)( | 5) ( | 219,723)( | 6) | |||||
| 6900 | Operating profit | 695,907 | 17 | 343,951 | 8 | ||||||
| Non-operating income and | |||||||||||
| expenses | |||||||||||
| 7100 | Interest income | 6(15) | 16,001 | 1 | 57,344 | 1 | |||||
| 7010 | Other income | 6(16) | 39,901 | 1 | 5,647 | - | |||||
| 7020 | Other gains and losses | 6(17) | ( | 229,167)( | 6) | 34,847 | 1 | ||||
| 7050 | Finance costs | 6(18) | ( | 158,675)( | 4) ( | 266,551)( | 6) | ||||
| 7000 | Total non-operating income | ||||||||||
| and expenses | ( | 331,940)( | 8) ( | 168,713)( | 4) | ||||||
| 7900 | Profit before income tax | 363,967 | 9 | 175,238 | 4 | ||||||
| 7950 | Income tax expense | 6(21) | ( | 57,020)( | 2) ( | 34,036)( | 1) | ||||
| 8000 | Profit for the year from | ||||||||||
| continuing operations | 306,947 | 7 | 141,202 | 3 | |||||||
| 8100 | (Loss) profit for the year from | 6(6) | |||||||||
| discontinued operations | ( | 51,855)( | 1) | 19,736 | 1 | ||||||
| 8200 | Profit for the year | \$ | 255,092 | 6 \$ |
160,938 | 4 |
(Continued)
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Year ended December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | |||
| Other comprehensive income | ||||||||
| Components of other | ||||||||
| comprehensive income that will | ||||||||
| not be reclassified to profit or | ||||||||
| loss | ||||||||
| 8311 | Actuarial losses on defined | 6(10) | ||||||
| 8349 | benefit plans Income tax related to |
6(21) | (\$ | 146) | - (\$ |
882) | - | |
| components of other | ||||||||
| comprehensive income that will | ||||||||
| not be reclassified to profit or | ||||||||
| loss | 29 | - | 176 | - | ||||
| Components of other | ||||||||
| comprehensive income that will | ||||||||
| be reclassified to profit or loss | ||||||||
| 8361 | Financial statements translation | |||||||
| differences of foreign operations | ( | 928,171)( | 23) ( | 455,027)( | 11) | |||
| 8500 | Total comprehensive loss for the | |||||||
| year | (\$ | 673,196)( | 17) (\$ | 294,795)( | 7) | |||
| Profit attributable to: | ||||||||
| 8610 | Owners of the parent | \$ | 141,296 | 3 \$ |
88,316 | 2 | ||
| 8620 | Non-controlling interest | 113,796 | 3 | 72,622 | 2 | |||
| \$ | 255,092 | 6 \$ |
160,938 | 4 | ||||
| Comprehensive income (loss) | ||||||||
| 8710 | attributable to: Owners of the parent |
(\$ | 724,963)( | 18) (\$ | 338,051)( | 8) | ||
| 8720 | Non-controlling interest | 51,767 | 1 | 43,256 | 1 | |||
| (\$ | 673,196)( | 17) (\$ | 294,795)( | 7) | ||||
| Earnings per share | 6(22) | |||||||
| 9710 | Basic earnings per share from | |||||||
| continuing operations | \$ | 0.33 \$ |
0.12 | |||||
| 9720 | Basic (loss) earnings per share | |||||||
| from discontinued operations | ( | 0.09) | 0.03 | |||||
| 9750 | Total basic earnings per share (in | |||||||
| dollars) | \$ | 0.24 \$ |
0.15 | |||||
| Diluted earnings per share | 6(22) | |||||||
| 9810 | Diluted earnings per share from | |||||||
| continuing operations | \$ | 0.33 \$ |
0.12 | |||||
| 9820 | Diluted (loss) earnings per share | |||||||
| 9850 | from discontinued operations Total diluted earnings per share |
( | 0.09) | 0.03 | ||||
| (in dollars) | \$ | 0.24 \$ |
0.15 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Capital Reserves Retained Earnings Difference between Financial statements consideration and translation Share capital - Treasury stock carrying amount of Unappropriated differences of foreign Non-controlling Notes common stock transactions subsidiaries acquired Others Legal reserve Special reserve retained earnings operations Total interest Total equity For the year ended December 31, 2019 Balance at January 1, 2019 \$ 5,683,042 \$ 39,243 \$ 10,350 \$ 2,654 \$ 3,156,840 \$ 1,479,609 \$ 6,312,338 (\$ 924,270 ) \$ 15,759,806 \$ 1,743,645 \$ 17,503,451 Profit for the year - - - - - - 88,316 - 88,316 72,622 160,938 Other comprehensive loss for the year - - - - - - ( 706 ) ( 425,661 ) ( 426,367 ) ( 29,366 ) ( 455,733 ) Total comprehensive income (loss) - - - - - - 87,610 ( 425,661 ) ( 338,051 ) 43,256 ( 294,795 ) Appropriations of 2018 earnings: 6(13) Legal reserve - - - - 6,178 - ( 6,178 ) - - - - Special reserve - - - - - ( 555,339 ) 555,339 - - - - - - - - - - ( 113,661 ) - ( 113,661 ) - ( 113,661 ) 170,491 - - - - - ( 170,491 ) - - - - - - - - - - - - - ( 393,051 ) ( 393,051 ) Overdue unclaimed cash dividends - - - 753 - - - - 753 - 753 Difference between consideration and carrying 6(23) amount of subsidiaries acquired - - 188,989 - - - - - 188,989 ( 188,989 ) - Balance at December 31, 2019 \$ 5,853,533 \$ 39,243 \$ 199,339 \$ 3,407 \$ 3,163,018 \$ 924,270 \$ 6,664,957 (\$ 1,349,931 ) \$ 15,497,836 \$ 1,204,861 \$ 16,702,697 For the year ended December 31, 2020 Balance at January 1, 2020 \$ 5,853,533 \$ 39,243 \$ 199,339 \$ 3,407 \$ 3,163,018 \$ 924,270 \$ 6,664,957 (\$ 1,349,931 ) \$ 15,497,836 \$ 1,204,861 \$ 16,702,697 Profit for the year - - - - - - 141,296 - 141,296 113,796 255,092 Other comprehensive loss for the year - - - - - - ( 117 ) ( 866,142 ) ( 866,259 ) ( 62,029 ) ( 928,288 ) Total comprehensive income (loss) - - - - - - 141,179 ( 866,142 ) ( 724,963 ) 51,767 ( 673,196 ) Appropriations of 2019 earnings: 6(13) Legal reserve - - - - 8,761 - ( 8,761 ) - - - - Special reserve - - - - - 425,661 ( 425,661 ) - - - - Cash dividends - - - - - - ( 292,677 ) - ( 292,677 ) - ( 292,677 ) Change in non-controlling interest - - - - - - - - - ( 99,021 ) ( 99,021 ) - - - 622 - - - - 622 - 622 |
Equity attributable to owners of the parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash dividends | ||||||||||||
| Stock dividends | ||||||||||||
| Change in non-controlling interest | ||||||||||||
| Overdue unclaimed cash dividends | ||||||||||||
| Balance at December 31, 2020 | \$ 5,853,533 |
\$ 39,243 |
\$ 199,339 |
\$ 4,029 |
\$ 3,171,779 |
\$ 1,349,931 |
\$ 6,079,037 |
(\$ 2,216,073 ) |
\$ 14,480,818 | \$ 1,157,607 |
\$ 15,638,425 |
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Notes | 2020 | 2019 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES Profit from continuing operations before tax |
\$ | 363,967 | \$ | 175,238 | ||
| (Loss) profit from discontinued operations before tax | 6(6) | ( | 51,855 ) | 19,736 | ||
| Profit before tax | 312,112 | 194,974 | ||||
| Adjustments | ||||||
| Adjustments to reconcile profit (loss) | ||||||
| Depreciation | 6(19) | 1,331,465 | 1,366,676 | |||
| Amortisation | 6(19) | 102 | 102 | |||
| Interest income | ( | 16,058 ) | ( | 57,355 ) | ||
| Interest expense | 6(18) | 158,675 | 266,551 | |||
| Loss on disposal of non-current assets classified as held for | 6(6) | |||||
| sale | 3,518 | - | ||||
| Impairment loss recognised in profit or loss, property, plant | 6(5) | |||||
| and equipment | 340,017 | - | ||||
| Changes in operating assets and liabilities | ||||||
| Changes in operating assets | ||||||
| Current contract assets Accounts receivable |
17,487 272,929 |
( | 47,142 46,926 ) |
|||
| Other receivables | ( | 127,350 ) | 43,544 | |||
| Other receivables - related parties | 276 | 9,042 | ||||
| Bunker inventories | 139,937 | 32,907 | ||||
| Prepayments | 19,207 | ( | 7,514 ) | |||
| Changes in operating liabilities | ||||||
| Current contract liabilities | 56,528 | 7,963 | ||||
| Other payables | ( | 89,363 ) | 34,633 | |||
| Other payables - related parties | ( | 694 ) | 7,111 | |||
| Accrued pension liabilities | 140 | 177 | ||||
| Cash inflow generated from operations | 2,418,928 | 1,899,027 | ||||
| Interest received | 18,055 | 57,543 | ||||
| Income tax paid Net cash flows from operating activities |
( | 749 ) 2,436,234 |
( | 93,917 ) 1,862,653 |
||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Increase in financial assets at amortised cost - current | - | ( | 1,409 ) | |||
| Decrease in other current assets | 95,233 | 188,070 | ||||
| Acquisition of property, plant and equipment | 6(24) | ( | 302,119 ) | ( | 247,112 ) | |
| Proceeds from disposal of non-current assets classified as held for | 6(6) | |||||
| sale Business combination |
296,460 - |
( | - 359 ) |
|||
| Increase in non-current assets | ( | 1,079 ) | ( | 20,242 ) | ||
| Decrease in refundable deposits | 59 | - | ||||
| Net cash flows from (used in) investing activities | 88,554 | ( | 81,052 ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Proceeds from short-term borrowings | 6(25) | 40,000 | - | |||
| Repayment of principal of lease liability | 6(25) | ( | 5,700 ) | ( | 3,204 ) | |
| Proceeds from long-term borrowings | 6(25) | - | 1,833,568 | |||
| Repayment of long-term borrowings Interest paid |
6(25) | ( ( |
925,528 ) 174,953 ) |
( ( |
1,945,583 ) 289,586 ) |
|
| Cash dividends paid | 6(13) | ( | 292,677 ) | ( | 113,661 ) | |
| Change in non-controlling interests | ( | 99,021 ) | ( | 54,747 ) | ||
| Net cash flow from acquisition of subsidiaries | - | ( | 338,304 ) | |||
| Overdue unclaimed cash dividends | 622 | 753 | ||||
| Net cash flows used in financing activities | ( | 1,457,257 ) | ( | 910,764 ) | ||
| Effect of changes in foreign exchange rate | ( | 347,329 ) | ( | 226,054 ) | ||
| Net increase in cash and cash equivalents | 720,202 | 644,783 | ||||
| Cash and cash equivalents at beginning of year | 3,945,656 | 3,300,873 | ||||
| Cash and cash equivalents at end of year | \$ | 4,665,858 | \$ | 3,945,656 |
The accompanying notes are an integral part of these consolidated financial statements.
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)
1. HISTORY AND ORGANISATION
Sincere Navigation Corporation (the "Company") was incorporated in 1968 with an original capital of \$1,000. On December 31, 1988, the Company was the surviving company in the merger with Karson and Tai Hsing Navigation Corporation to meet operating demands and further improve capital structure. The Company's shares have been listed on the Taiwan Stock Exchange since December 8, 1989. The Company and its subsidiaries (collectively referred herein as the "Group") are engaged in bulk shipping, tug and barge services, and operating a shipping agency.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorised for issuance by the Board of Directors on March 23, 2021.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards ("IFRS") as endorsed by the Financial Supervisory Commission ("FSC")
New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:
| Effective date by | |
|---|---|
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IAS 1 and IAS 8, 'Disclosure initiative-definition of | January 1, 2020 |
| material' | |
| Amendments to IFRS 3, 'Definition of a business' | January 1, 2020 |
| Amendments to IFRS 9, IAS 39 and IFRS 7, 'Interest rate | January 1, 2020 |
| benchmark reform' | |
| Amendment to IFRS 16, 'Covid-19-related rent concessions' | June 1, 2020 (Note) |
Note: Earlier application from January 1, 2020 is allowed by the FSC.
The above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| Effective date by | |
|---|---|
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 4, 'Extension of the temporary exemption from | January 1, 2021 |
| applying IFRS 9' | |
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, 'Interest | January 1, 2021 |
| Rate Benchmark Reform— Phase 2' |
The above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 3, 'Reference to the conceptual framework' | January 1, 2022 |
| Amendments to IFRS 10 and IAS 28, 'Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture' | International Accounting |
| Standards Board | |
| IFRS 17, 'Insurance contracts' | January 1, 2023 |
| Amendments to IFRS 17, 'Insurance contracts' | January 1, 2023 |
| Amendments to IAS 1, 'Classification of liabilities as current or non | January 1, 2023 |
| current' | |
| Amendments to IAS 1, 'Disclosure of accounting policies' | January 1, 2023 |
| Amendments to IAS 8, 'Definition of accounting estimates' | January 1, 2023 |
| Amendments to IAS 16, 'Property, plant and equipment: proceeds | January 1, 2022 |
| before intended use' Amendments to IAS 37, 'Onerous contracts - cost of fulfilling a |
|
| contract' | January 1, 2022 |
| Annual improvements to IFRS Standards 2018-2020 | January 1, 2022 |
The above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the "IFRSs").
(2) Basis of preparation
- A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention: Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
- B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the "IFRSs") requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
- (3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
- (a) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
- (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
- (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
-
(d) Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
- B. Subsidiaries included in the consolidated financial statements:
- (a) Norley Corporation Inc. (Norley)
Norley, a wholly-owned subsidiary of Sincere Navigation Corporation, was established in Liberia and is engaged in investment holdings. The following are the subsidiaries of Norley:
| Ownership (%) | |||||
|---|---|---|---|---|---|
| Name of | Main business | December | December | ||
| investor | Name of subsidiary | activities | 31, 2020 | 31, 2019 | Description |
| Norley | Poseidon Marine Ltd. | Shipping | 100% | 100% | |
| " | Kenmore Shipping Inc. | Oil tanker | 100% | 100% | |
| " | Maxson Shipping Inc. | Shipping | 100% | 100% | |
| " | Ocean Wise Limited | Shipping | 100% | 100% | Note 1 |
| " | Kingswood Co., Ltd. (Kingswood) | Investment holdings | - | 50% | Note 2, 3 |
| " | Winnington Limited (Winnington) | Investment holdings | 100% | 100% | |
| " | Jetwall Co. Ltd. (Jetwall) | Investment holdings | 80% | 80% | |
| " | Victory Navigation Inc. (Victory) | Investment holdings | 55% | 55% | |
| " | Pacifica Maritime Limited | Oil tanker | 100% | 100% | |
| " | Sky Sea Maritime Limited (Sky Sea) | Shipping | 55% | 55% | |
| " | Elroy Maritime Services Inc. | Maritime service | 100% | 100% | |
| Kingswood | Seven Seas Shipping Ltd. | Oil tanker | - | 100% | Note 3 |
| Winnington | Peg Shipping Company Limited | Shipping | 100% | 100% | |
| Jetwall | Everwin Maritime Limited | Oil tanker | 100% | 100% | |
| Victory | Everprime Shipping Limited | Shipping | 100% | 100% | |
| Sky Sea | Ocean Grace Limited | Shipping | 100% | 100% | |
| Elroy | Oak Maritime (Canada) Inc. | Maritime service | 100% | 100% | Note 4 |
- Note 1: On January 9, 2019, the Group acquired an additional 49% of shares of its subsidiary-Ocean Wise Limited (originally held 51% of its shares) for a consideration of \$338,304 (USD \$10,984 thousand). The carrying amount of non-controlling interest was \$527,293 (USD \$17,119 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by \$527,293 (USD \$17,119 thousand) and increase in the equity attributable to owners of the parent by \$188,989 (USD \$6,135 thousand) and all payments were made on March 6, 2019. Details are provided in Note 6(23).
- Note 2: Although the shareholding ratio of the Group's directly or indirectly held shares is less than 50%, as the Group has control over the investees, the investees are included in the consolidated entities.
- Note 3: Kingswood Co., Ltd. and Seven Seas Shipping Ltd. ceased operations and were
liquidated on April 20, 2020.
- Note 4: On January 1, 2019, the Group acquired 100% shares of Oak Maritime (Canada) Inc. (Oak Canada) from Universal Mariners S.A. (U.M.S.A) for a consideration of \$3,948 (USD \$128 thousand). The carrying amount of Oak Canada was \$3,948 (USD \$128 thousand) at the acquisition date and all payments were made on February 22, 2019. Please refer to Note 6(26).
- (b) Heywood Limited (Heywood)
Heywood, a wholly-owned subsidiary of Sincere Navigation Corporation, was established in Marshall Islands and is engaged in investment holdings. The following are the subsidiaries of Heywood:
| Ownership (%) | |||||
|---|---|---|---|---|---|
| Name of | Main business | December | December | ||
| investor | Name of subsidiary | activities | 31, 2020 | 31, 2019 | Description |
| Heywood | Clifford Navigation Corporation | Shipping | 100% | 100% | |
| " | Brighton Shipping Inc. | Shipping | 100% | 100% | |
| " | Rockwell Shipping Limited | Shipping | 100% | 100% | |
| " | Howells Shipping Inc. | Shipping | 100% | 100% | |
| " | Crimson Marine Company | Shipping | 100% | 100% | |
| " | Helmsman Navigation Co. Ltd. | Shipping | 100% | 100% | |
| " | Keystone Shipping Co. Ltd. | Shipping | 100% | 100% | |
| " | Century Shipping Limited (Centutry) | Investment holdings | 100% | 100% | |
| Century | Haihu Maritime Service (Shanghai) Co., Ltd. |
Maritime service | 100% | 100% |
- C. Subsidiaries not included in the consolidated financial statements: None.
- D. Adjustments for subsidiaries with different balance sheet dates: None.
- E. Significant restrictions: None.
- F. Subsidiaries that have non-controlling interests that are material to the Group:
As of December 31, 2020 and 2019, the non-controlling interest amounted to \$1,157,607 and \$1,204,861, respectively. The information on non-controlling interest and respective subsidiaries is as follows:
| Non-controlling interest | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | |||||||
| Principal | ||||||||
| Name of | place of | Ownership | Ownership | |||||
| subsidiary | business | Amount | (%) | Amount | (%) | |||
| Jetwall Co. Ltd. | Marshall Islands | \$ 382,653 |
20 | \$ 373,726 |
20 | |||
| Victory Navigation Inc. | Marshall Islands | 321,121 | 45 | 347,576 | 45 | |||
| Sky Sea Maritime Limited | Marshall Islands | 453,833 | 45 | 471,743 | 45 |
Summarised financial information of the subsidiaries:
Balance sheets
| Jetwall Co. Ltd. | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | ||||||
| Current assets | \$ | \$ 429,631 |
225,767 | ||||
| Non-current assets | 1,945,086 | 2,218,399 | |||||
| Current liabilities | ( | 139,085) ( | 123,079) | ||||
| Non-current liabilities | ( | 322,365) ( | 452,458) | ||||
| Total net assets | \$ | \$ 1,913,267 |
1,868,629 | ||||
| Victory Navigation Inc. | |||||||
| December 31, 2020 | December 31, 2019 | ||||||
| Current assets | \$ | \$ 240,859 |
217,536 | ||||
| Non-current assets | 497,625 | 582,912 | |||||
| Current liabilities | ( | 24,881) ( | 28,057) | ||||
| Non-current liabilities | - | - | |||||
| Total net assets | \$ | \$ 713,603 |
772,391 | ||||
| Sky Sea Maritime Limited | |||||||
| December 31, 2020 | December 31, 2019 | ||||||
| Current assets | \$ | \$ 118,922 |
211,370 | ||||
| Non-current assets | 1,816,601 | 1,925,135 |
Current liabilities ( 149,502) ( 143,818) Non-current liabilities ( 777,504) ( 944,370) Total net assets \$ 1,008,517 \$ 1,048,317
Statements of comprehensive income
| Jetwall Co. Ltd | ||||||
|---|---|---|---|---|---|---|
| For the years ended December 31, | ||||||
| 2020 | 2019 | |||||
| Revenue | \$ | 889,419 | \$ | 330,885 | ||
| Profit before income tax | 586,571 | 58,316 | ||||
| Income tax expense | - | - | ||||
| Profit for the year | 586,571 | 58,316 | ||||
| Other comprehensive income, net of tax | - | - | ||||
| Total comprehensive income for the year | \$ | 586,571 | \$ | 58,316 | ||
| Comprehensive income attributable to | ||||||
| non-controlling interest | \$ | 117,314 | \$ | 11,663 | ||
| Dividends paid to non-controlling interest | \$ | - | \$ | - | ||
| Victory Navigation Inc. | |||
|---|---|---|---|
| For the years ended December 31, | |||
| 2020 | 2019 | ||
| Revenue | \$ | 212,227 | \$ 212,119 |
| (Loss) profit before income tax | ( | 20,900) | 9,205 |
| Income tax expense | - | - | |
| (Loss) profit for the year | ( | 20,900) | 9,205 |
| Other comprehensive income, net of tax | - | - | |
| Total comprehensive (loss) income for the year |
(\$ | 20,900) | \$ 9,205 |
| Comprehensive (loss) income attributable to non-controlling interest |
(\$ | 9,405) | \$ 4,142 |
| Dividends paid to non-controlling interest | \$ | - | \$ - |
| Sky Sea Maritime Limited | |||||
|---|---|---|---|---|---|
| For the years ended December 31, | |||||
| 2020 | 2019 | ||||
| Revenue | \$ | 351,208 | \$ | 518,240 | |
| Profit before income tax | 13,126 | 120,537 | |||
| Income tax expense | - | - | |||
| Profit for the year | 13,126 | 120,537 | |||
| Other comprehensive income, net of tax | - | - | |||
| Total comprehensive income for the year | \$ | 13,126 | \$ | 120,537 | |
| Comprehensive income attributable to | |||||
| non-controlling interest | \$ | 5,907 | \$ | 54,242 | |
| Dividends paid to non-controlling interest | \$ | - | \$ | - |
Statements of cash flows
| Jetwall Co. Ltd | |||
|---|---|---|---|
| For the years ended December 31, | |||
| 2020 | 2019 | ||
| Net cash provided by operating activities | \$ | \$ 893,535 |
225,058 |
| Net cash used in investing activities | ( | 1,219) ( | 109,856) |
| Net cash used in financing activities | ( | 567,136) ( | 145,357) |
| Effect of exchange rates on cash and cash equivalents |
( | 14,380) ( | 1,100) |
| Increase (decrease) in cash and cash equivalents |
310,800 ( |
31,255) | |
| Cash and cash equivalents, beginning of the year |
52,062 | 83,317 | |
| Cash and cash equivalents, end of the year | \$ | \$ 362,862 |
52,062 |
| Victory Navigation Inc. | |||
|---|---|---|---|
| For the years ended December 31, | |||
| 2020 | 2019 | ||
| Net cash provided by operating activities | \$ | 7,475 | \$ 80,719 |
| Net cash provided by investing activities | - | - | |
| Net cash provided by financing activities | - | 1,989 | |
| Effect of exchange rates on cash and cash | |||
| equivalents | ( | 7,640) ( | 4,145) |
| (Decrease) increase in cash and cash | |||
| equivalents | ( | 165) | 78,563 |
| Cash and cash equivalents, beginning of the | 147,301 | 68,738 | |
| year | \$ | 147,136 | \$ 147,301 |
| Cash and cash equivalents, end of the year | |||
| Sky Sea Maritime Limited | |||
| For the years ended December 31, | |||
| 2020 | 2019 | ||
| Net cash provided by operating activities | \$ | 59,255 | \$ 204,924 |
| Net cash used in investing activities | ( | 36,520) | - |
| Net cash used in financing activities | ( | 150,577) ( | 299,952) |
| Effect of exchange rates on cash and cash | |||
| equivalents | ( | 2,839) ( | 3,101) |
| Decrease in cash and cash equivalents | ( | 130,681) ( | 98,129) |
| Cash and cash equivalents, beginning of the | |||
| year | 149,278 | 247,407 | |
| Cash and cash equivalents, end of the year | \$ | 18,597 | \$ 149,278 |
(4) Foreign currency translation
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in New Taiwan Dollars, which is the Group's functional and the Group's presentation currency.
A. Foreign currency transactions and balances
- (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
- (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within 'other gains and losses'.
- B. Translation of foreign operations
- The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
- (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- (c) All resulting exchange differences are recognised in other comprehensive income.
- (5) Classification of current and non-current items
- A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
- (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
- (b) Assets held mainly for trading purposes;
- (c) Assets that are expected to be realised within twelve months from the balance sheet date;
- (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
- B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
- (a) Liabilities that are expected to be settled within the normal operating cycle;
- (b) Liabilities arising mainly from trading activities;
- (c) Liabilities that are to be settled within twelve months from the balance sheet date;
- (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(6) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(7) Accounts receivable
- A. Accounts receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
- B. The short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(8) Impairment of financial assets
For debt instruments measured at financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
(9) Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(10) Bunker inventories
Inventories are bunker inventories remaining on the vessel at year end. The bunker inventories are determined using the first-in, first-out (FIFO) method.
(11) Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.
(12) Property, plant and equipment
- A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
- D. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors', from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| Buildings and structures | 42 years |
|---|---|
| Vessels and equipment | 2.5 ~ 20 years |
| Office equipment | 3 ~ 7 years |
(13) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
- A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
- B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments.
The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
- C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
- (a) The amount of the initial measurement of lease liability; and
- (b) Any lease payments made at or before the commencement date.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset's useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(14) Impairment of non-financial assets
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
(15) Borrowings
- A. Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
- B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
(16) Accounts payable
- A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
- B. The short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(17) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(18) Employee benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
B. Pensions
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
(b) Defined benefit plans
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.
- ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
- C. Employees' compensation and directors' and supervisors' remuneration Employees' compensation and directors' and supervisors' remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
(19) Income tax
- A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
- B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
- C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
- D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
(20) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
(21) Dividends
Dividends are recorded in the Group's financial statements in the period in which they are resolved by the Board of Directors.
(22) Revenue recognition
A. Revenue recognition of services
Revenue from providing services is recognised in the accounting period in which the services are rendered. For contract, revenue is recognised based on the percentage of completion of service rendered. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
B. Incremental costs of obtaining a contract
Given that the contractual period lasts less than one year, the Group recognises the incremental costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.
(23) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group's chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group's accounting policies
None.
(2) Critical accounting estimates and assumptions
Impairment assessment of tangible assets
The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Cash on hand and revolving funds | \$ 485 |
\$ 308 |
| Checking accounts and demand deposits | 1,692,874 | 1,763,964 |
| Time deposit | 2,972,499 | 2,181,384 |
| \$ 4,665,858 |
\$ 3,945,656 |
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
B. The Group's cash and cash equivalents pledged to others as collateral were classified as other current assets and other non-current assets. Related information is provided in Note 8.
(2) Financial assets at amortised cost
| Items | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Current items: | ||
| Time deposits with maturity over three months | \$ 1,300 |
\$ 1,409 |
The Group has no financial assets at amortised cost pledged to others as collateral.
(3) Property, plant and equipment
| Buildings and Vessels and Land equipment structures |
Office equipment |
Total |
|---|---|---|
| At January 1 2020 , |
||
| \$ \$ \$ \$ Cost 90 215 28 191 29 685 272 , , , , |
\$ 8 421 , |
29 812 099 , , |
| ( 16 609) ( 11 628 689) ( Accumulated depreciation - , , , |
7 420) ( , |
11 652 718) , , |
| Accumulated impairment ( 239 840) - - , |
( - |
239 840) , |
| \$ \$ \$ \$ 90 215 11 582 17 816 743 , , , , |
\$ 1 001 , |
17 919 541 , , |
| 2020 | ||
| Opening book \$ \$ \$ \$ 90 215 11 582 17 816 743 net amount , , , , |
\$ 1 001 , |
17 919 541 , , |
| 391 494 Additions - - , |
667 | 392 161 , |
| ( 285 239) Disposals (Note) - - , |
( - |
285 239) , |
| ( 106 090) ( Retirement - cost - - , |
399) ( |
106 489) , |
| Retirement - accumulated |
||
| 106 090 depreciation - - , |
399 | 106 489 , |
| Impairment loss ( 340 017) - - , |
( - |
340 017) , |
| Depreciation ( 655) ( 1 324 493) ( - , , |
362) ( |
1 325 510) , , |
| ( 815 392) ( Net exchange differences - - , |
9) ( |
815 401) , |
| \$ \$ \$ \$ Closing book 90 215 10 927 15 443 096 net amount , , , , |
\$ 1 297 , |
15 545 535 , , |
| At December 31 2020 , |
||
| \$ \$ \$ \$ Cost 90 215 28 191 27 459 100 , , , , |
\$ 8 536 , |
27 586 042 , , |
| ( 17 264) ( 11 495 972) ( Accumulated depreciation - , , , |
7 239) ( , |
11 520 475) , , |
| Accumulated impairment ( 520 032) - - , |
( - |
520 032) , |
| \$ \$ \$ \$ 90 215 10 927 15 443 096 , , , , |
\$ 1 297 , |
15 545 535 , , |
| Buildings and |
Vessels and |
Office | |||||
|---|---|---|---|---|---|---|---|
| Land | structures | equipment | equipment | Total | |||
| At 1 2019 January , |
|||||||
| Cost | \$ 90 215 , |
\$ | \$ 28 191 , |
\$ 30 209 579 , , |
3 214 , |
\$ | 30 331 199 , , |
| Accumulated depreciation |
- | ( | 15 953) ( , |
695) 10 609 ( , , |
357) 2 , |
( | 005) 10 628 , , |
| Accumulated impairment |
- | ( - |
245 760) , |
- | ( | 245 760) , |
|
| \$ 90 215 , |
\$ | \$ 12 238 , |
\$ 19 354 124 , , |
857 | \$ | 19 457 434 , , |
|
| 2019 | |||||||
| Opening book net amount |
\$ 90 215 , |
\$ | \$ 12 238 , |
\$ 19 354 124 , , |
857 | \$ | 19 457 434 , , |
| Acquired from business combination |
- | - | - | - | - | ||
| Cost | - | - | - | 6 109 , |
6 109 , |
||
| Accumulated depreciation |
- | - | ( - |
5 612) , |
( | 5 612) , |
|
| Additions | - | - | 247 069 , |
43 | 247 112 , |
||
| Retirement - cost |
- | ( - |
60 496) ( , |
750) | ( | 61 246) , |
|
| Retirement - accumulated |
|||||||
| depreciation | - | - | 60 496 , |
750 | 61 246 , |
||
| Depreciation | - | ( | 656) ( |
1 361 454) ( , , |
389) | ( | 1 362 499) , , |
| Net exchange differences |
- | ( - |
422 996) ( , |
7) | ( | 423 003) , |
|
| Closing book net amount |
\$ 90 215 , |
\$ | \$ 11 582 , |
\$ 17 816 743 , , |
1 001 , |
\$ | 17 919 541 , , |
| At December 31 2019 , |
|||||||
| Cost | \$ 90 215 , |
\$ | \$ 28 191 , |
\$ 29 685 272 , , |
8 421 , |
\$ | 29 812 099 , , |
| Accumulated depreciation |
- | ( | 16 609) ( , |
11 628 689) ( , , |
7 420) , |
( | 11 652 718) , , |
| Accumulated impairment |
- | ( - |
239 840) , |
- | ( | 239 840) , |
|
| \$ 90 215 , |
\$ | \$ 11 582 , |
\$ 17 816 743 , , |
1 001 , |
\$ | 17 919 541 , , |
Note: Information about the disposal of the property, plant and equipment is provided in Note 6(6).
- A. The estimated useful lives of the Group's significant components of vessels and equipment are as follows:
- (a) Vessel 20 years
- (b) Repairs and dry-dock inspection of vessel 2.5 years
- B. Amount of borrowing costs capitalised as part of property, plant and equipment and the range of the interest rates for such capitalisation: None.
- C. Impairment information about the property, plant and equipment is provided in Note 6(5).
- D. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
(4) Leasing arrangements – lessee
- A. The Group leases various assets including buildings and ship communications equipment. Rental contracts are typically made for approximately 3~5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
- B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Carrying amount | Carrying amount | |
| Buildings | \$ 11,901 |
\$ 16,007 |
| Other equipment | 3,280 | 5,821 |
| \$ 15,181 |
\$ 21,828 |
| 2020 | 2019 | ||
|---|---|---|---|
| Depreciation charge | |||
| \$ 3,613 |
\$ | 2,862 | |
| 2,342 | 1,315 | ||
| \$ 5,955 |
\$ | 4,177 | |
| Depreciation charge | For the years ended December 31, |
- C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were \$0 and \$24,041, respectively.
- D. Except for the depreciation, other information on income and expense accounts relating to lease contracts is as follows:
| For the years ended December 31, | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Items affecting profit or loss | |||||
| Interest expense on lease liabilities | \$ | 924 | \$ | 815 | |
| Expense on short-term lease contracts | 4,896 | 6,458 |
E. For the years ended December 31, 2020 and 2019, the Group's total cash outflow for leases were \$11,520 and \$10,477, respectively.
(5) Impairment of non-financial assets
A. The Group recognised impairment loss amounting to \$340,017 for the year ended December 31, 2020. Details of the loss are as follows:
| For the year ended December 31, 2020 | ||
|---|---|---|
| Recognised in other | ||
| Recognised in | comprehensive | |
| profit or loss | income | |
| Impairment loss-Vessels and equipment-net | \$ 340,017 |
\$ - |
B. The impairment loss reported by operating segments is as follows:
| For the year ended December 31, 2020 | |||
|---|---|---|---|
| Recognised in other | |||
| Recognised in | |||
| profit or loss | income | ||
| Bulk carrier | \$ 303,170 |
\$ - |
|
| Discontinued operations | 36,847 | - | |
| \$ 340,017 |
\$ - |
- C. A vessel "Mineral Antwerpen" held by the Group's third-tier subsidiary "Peg Shipping Company Limited", whose recoverable amount was lower than the book value, resulted in the recognition of impairment loss of the Group's property, plant and equipment. The Group wrote down the carrying amount of the asset based on the recoverable amount and recognised an impairment loss of \$36,847 (USD 1,247 thousand) in the third quarter of 2020. The Group had completed the sale of the vessel in the fourth quarter of 2020.
- D. A vessel "Georgiana" held by the Group's second subsidiary "Crimson Marine Company", whose recoverable amount was lower than the book value, resulted in impairment in the Group's property, plant and equipment. The Group wrote down the carrying amount of the asset based on the recoverable amount and recognised an impairment loss of \$303,170 (USD 10,260 thousand) in the fourth quarter of 2020.
- (6) Non-current assets held for sale and discontinued operations
- A. On October 8, 2020, the Board of Directors of the fourth-tier subsidiary, Peg Shipping Company Limited, resolved to sell the vessel named "Mineral Antwerpen" and entered into a sale agreement with the buyer – Nicholas G. Moundreas Shipping SA or nominee. On November 6, 2020, the disposal of the vessel met the definition of discontinued operations and was classified as a discontinued operation. On November 10, 2020, the vessel was sold, and the transaction was settled.
B. The cash flow information of the discontinued operation, Mineral Antwerpen, is as follows:
| For the years ended December 31, | |||
|---|---|---|---|
| 2020 | 2019 | ||
| \$ | 25,223 | \$ | 108,680 |
| 296,460 | - | ||
| - | - | ||
| \$ | 321,683 | \$ | 108,680 |
C. The financial performance information of the discontinued operation, Mineral Antwerpen, is as follows:
| For the years ended December 31, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Profit or loss for the year | ||||
| from discontinued operations | ||||
| Revenue | \$ | 196,656 | \$ | 200,549 |
| Cost | ( | 202,831) ( | 175,273) | |
| Gross (loss) profit from discontinued | ||||
| operations | ( | 6,175) | 25,276 | |
| Operating expenses | ( | 5,372) ( | 5,551) | |
| Operating (loss) profit from discontinued | ||||
| operations | ( | 11,547) | 19,725 | |
| Interest income | 57 | 11 | ||
| Impairment loss | ( | 36,847) | - | |
| (Loss) profit for the year from discontinued | ||||
| operations | (\$ | 48,337) | \$ | 19,736 |
| Gain (loss) on disposal of assets from | ||||
| discontinued operations | ||||
| Loss on disposal of assets from discontinued | ||||
| operations | ( | 3,518) | - | |
| Total (loss) profit from discontinued | ||||
| operations | (\$ | 51,855) | \$ | 19,736 |
| (Loss) profit attributable to: | ||||
| Owners of the parent | ( | 51,855) | 19,736 | |
| Non-controlling interest | - | - | ||
| (\$ | 51,855) | \$ | 19,736 |
D. Profit and earnings per share from continuing and discontinued operations attributable to owners of the parent: Please refer to Note 6(22).
(7) Short-term borrowings
| December 31, | |||
|---|---|---|---|
| Type of borrowings | 2020 | Interest rate range | Collateral |
| Bank borrowings | |||
| Secured borrowings | \$ 120,000 |
1.20% | Land, buildings and structures, and promissory notes |
| Unsecured borrowings | 720,000 | 1.10%~1.30% | Promissory notes |
| \$ 840,000 |
|||
| December 31, | |||
| Type of borrowings | 2019 | Interest rate range | Collateral |
| Bank borrowings | |||
| Secured borrowings | \$ 120,000 |
1.20% | Land, buildings and structures, and promissory notes |
| Unsecured borrowings | 680,000 | 1.20%~1.30% | Promissory notes |
| \$ 800,000 |
Guarantees for the credit line of the Company's short-term borrowings provided by related parties are as follows:
| December 31, 2020 | December 31, 2019 | Footnote | |
|---|---|---|---|
| Fred Tsai | \$ - |
\$ 200,000 |
Promissory notes |
| Jack Hsu | 900,000 | 700,000 | Promissory notes/ Guarantee |
| \$ 900,000 |
\$ 900,000 |
(8) Other payables
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Wages and salaries payable | \$ 30,222 |
\$ | 34,967 |
| Fuel expense payable | 29,381 | 98,601 | |
| Commissions payable | 7,791 | 14,200 | |
| Interest payable | 10,564 | 27,612 | |
| Insurance expense payable | 15,506 | 21,318 | |
| Accrued despatch payable | - | 6,542 | |
| Employees' compensation and directors' and | |||
| supervisors' remuneration payable | 10,234 | 7,810 | |
| Others | 31,081 | - | |
| 63,810 | 62,870 | ||
| \$ 198,589 |
\$ | 273,920 |
(9) Long-term borrowings
| Bank | Collateral | December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|---|---|
| Mega Bank | Vessel-Maxim | \$ | 429,820 | \$ | 565,573 |
| (USD15,092 thousand) | (USD18,865thousand) | ||||
| ING Bank | Vessel-Kondor | 623,000 | 760,742 | ||
| (USD21,875 thousand) | (USD25,375 thousand) | ||||
| Mega Bank (and syndicate) | Vessel-Mineral Oak | - | 63,168 | ||
| - | (USD2,107 thousand) | ||||
| Mega Bank (and syndicate) | Vessel-Tai Shan | 102,118 | 214,994 | ||
| (USD3,586 thousand) | (USD7,171 thousand) | ||||
| Mega Bank (and syndicate) | Vessel-Oceana | 215,309 | 283,311 | ||
| (USD7,560 thousand) | (USD9,450 thousand) | ||||
| Mega Bank (and syndicate) | Vessel-Palona | 215,309 | 283,311 | ||
| (USD7,560 thousand) | (USD9,450 thousand) | ||||
| Mega Bank (and syndicate) | Vessel-Elbhoff | 1,069,068 | 1,298,509 | ||
| (USD37,538 thousand) | (USD43,313 thousand) | ||||
| Mega Bank (and syndicate) | Vessel-Tien Shan | 897,120 | 1,070,286 | ||
| (USD31,500 thousand) | (USD35,700 thousand) | ||||
| Sea 86 Leasing Co. | Vessel-Chou Shan | 313,924 | 401,151 | ||
| Limited (Note) | (USD11,023 thousand) | (USD13,381 thousand) | |||
| Sea 87 Leasing Co. | Vessel-Chin Shan | 320,487 | 404,585 | ||
| Limited (Note) | (USD11,253 thousand) | (USD13,495 thousand) | |||
| 4,186,155 | 5,345,630 | ||||
| Less: Current portion-due within one year (shown as | |||||
| other current liabilities) | ( | 839,469) ( | 938,996) | ||
| \$ | 3,346,686 | \$ | 4,406,634 | ||
| Interest rates | 1.41% ~ 6.23% | 3.14% ~ 6.23% |
The collaterals were shown as 'property, plant and equipment'. Please refer to Note 8.
Note: The Group sold and leased back the vessel and has a right to buy back the vessel at a consideration stipulated in the contract at the end of the lease period. According to IFRS 15, such right is a part of sale and leaseback transactions and the entity should continue to recognise the asset in the balance sheet. The entity should account for proceeds as a financial liability in accordance with IFRS 9.
(10) Pensions
A. Defined benefit pension plan
(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees' service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.
Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions to cover the deficit by next March.
(b) The amounts recognised in the balance sheet are as follows:
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Present value of defined benefit obligations | (\$ | 58,762) (\$ | 60,177) |
| Fair value of plan assets | 25,909 | 27,610 | |
| Net defined benefit liability | (\$ | 32,853) (\$ | 32,567) |
(c) Movements in net defined benefit liabilities are as follows:
| Present value of | |||||||
|---|---|---|---|---|---|---|---|
| defined benefit | Fair value | Net defined | |||||
| obligations | of plan assets | benefit liability | |||||
| Year ended December 31, 2020 | |||||||
| Balance at January 1 | (\$ | 60,177) | \$ | 27,610 | (\$ | 32,567) | |
| Current service cost | ( | 391) | - | ( | 391) | ||
| Interest (expense) income | ( | 421) | 193 | ( | 228) | ||
| ( | 60,989) | 27,803 | ( | 33,186) | |||
| Remeasurements: | |||||||
| Return on plan assets | |||||||
| (excluding amounts included | |||||||
| in interest income or expense) | - | 944 | 944 | ||||
| Change in financial | |||||||
| assumptions | ( | 1,519) | - | ( | 1,519) | ||
| Experience adjustments | 429 | - | 429 | ||||
| ( | 1,090) | 944 | ( | 146) | |||
| Pension fund contribution | - | 479 | 479 | ||||
| Paid pension | 3,317 | ( | 3,317) | - | |||
| Balance at December 31 | (\$ | 58,762) | \$ | 25,909 | (\$ | 32,853) |
| Present value of | ||||||
|---|---|---|---|---|---|---|
| defined benefit | Fair value | Net defined | ||||
| obligations | of plan assets | benefit liability | ||||
| Year ended December 31, 2019 | ||||||
| Balance at January 1 | (\$ | 57,287) | \$ 25,779 |
(\$ | 31,508) | |
| Current service cost | ( | 487) | - | ( | 487) | |
| Interest (expense) income | ( | 516) | 232 | ( | 284) | |
| ( | 58,290) | 26,011 | ( | 32,279) | ||
| Remeasurements: | ||||||
| Return on plan assets | ||||||
| (excluding amounts included | ||||||
| in interest income or expense) | - | 1,005 | 1,005 | |||
| Change in financial | ||||||
| assumptions | ( | 915) | - | ( | 915) | |
| Experience adjustments | ( | 972) | - | ( | 972) | |
| ( | 1,887) | 1,005 | ( | 882) | ||
| Pension fund contribution | - | 594 | 594 | |||
| Balance at December 31 | (\$ | 60,177) | \$ 27,610 |
(\$ | 32,567) |
- (d) The Bank of Taiwan was commissioned to manage the Fund of the Company's defined benefit pension plan in accordance with the Fund's annual investment and utilisation plan and the "Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund" (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-thecounter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
- (e) The principal actuarial assumptions used were as follows:
| For the years ended December 31, | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Discount rate | 0.30% | 0.70% | |||
| Future salary increases | 3.25% | 3.25% |
Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience
Mortality Table.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Discount rate | Future salary increases | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Increase 0.25% |
Decrease 0.25% |
Increase 0.25% |
Decrease 0.25% |
||||||
| December 31, 2020 | |||||||||
| Effect on present value of defined |
|||||||||
| benefit obligation | (\$ | 958) | \$ | 986 | \$ | 811 | (\$ | 793) | |
| December 31, 2019 | |||||||||
| Effect on present value of defined |
|||||||||
| benefit obligation | (\$ | 1,141) | \$ | 1,177 | \$ | 996 | (\$ | 972) |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
- (f) Expected contributions to the defined benefit pension plan of the Company for the year ending December 31, 2021 amount to \$467.
- B. Defined contribution pension plan
- (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the "New Plan") under the Labor Pension Act (the "Act"), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees' monthly salaries and wages to the employees' individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plans of the Company for the years ended December 31, 2020 and 2019 were \$2,556 and \$2,539, respectively.
- (b) The Company's mainland China subsidiary, Haihu Maritime Service (Shanghai) Co., Ltd., has a defined contribution retirement plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People's Republic of China (PRC) are based on the employees' monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations. The pension costs for the years ended December 31, 2020 and 2019 were \$625 and \$1,377, respectively.
(11) Share capital-common stock
- A. As of December 31, 2020, the Company's authorised capital was \$7,000,000 and the paid-in capital was \$5,853,533, consisting of 585,353,297 common shares with a par value of \$10 (in dollars) per share. All proceeds from shares issued have been collected.
- B. On June 28, 2019, the shareholders of the Company resolved to issue 17,049,126 shares at a price of \$10 (in dollars) per share through capitalisation of unappropriated retained earnings of \$170,491. The capital increase was approved by the Financial Supervisory Commission, Securities and Futures Bureau on August 22, 2019. The effective date for the issuance of shares was set on September 28, 2019 and the registration has been completed.
(12) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(13) Retained earnings
- A. Based on the Company's Articles of Incorporation, the Company's net income (less income taxes and prior years' losses, if any) is appropriated in the following order:
- (a) 10% for legal reserve.
- (b) Special reserve.
- (c) Appropriation of remaining earnings according to the decision of the Board of Directors and Stockholders.
Provided that full or part of the distributable dividends and bonus, capital surplus or legal reserve are distributed in the form of cash, the regulation in relation to approval from the shareholders for the above is not applicable.
- B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company's paid-in capital.
- C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
D. Appropriation of earnings
(a) The appropriations of 2019 and 2018 earnings had been resolved at the stockholders' meeting on June 19, 2020 and June 28, 2019, respectively. Details are summarised below:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Dividends | Dividends | |||||
| per share | per share | |||||
| Amount | (in dollars) | Amount | (in dollars) | |||
| Legal reserve | \$ 8,761 |
\$ | 6,178 | |||
| Special reserve | 425,661 | - | ||||
| Cash dividends | 292,677 | \$ | 0.50 | 113,661 | \$ 0.20 |
|
| Stock dividends | - | - | 170,491 | 0.30 | ||
| \$ 727,099 |
\$ | 290,330 | ||||
| Reversal of special | ||||||
| reserve | \$ - |
(\$ | 555,339) |
(b) Subsequent events: the appropriation of 2020 earnings has been proposed by the Board of Directors on March 23, 2021. Details are summarised below:
| 2020 | |||||
|---|---|---|---|---|---|
| Dividends per | |||||
| Amount | share (in dollars) | ||||
| Legal reserve | \$ | 14,118 | |||
| Special reserve appropriated | 866,142 | ||||
| Cash dividends | 292,677 | \$ | 0.50 | ||
| \$ | 1,172,937 |
As of March 23, 2021, aforementioned appropriation of 2020 earnings has not yet been resolved at the stockholders' meeting, except for cash and stock dividends which had already been decided by the Board of Directors and only need to be reported at the stockholders' meeting.
(14) Operating revenue
| For the years ended December 31, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Revenue from contracts with customers | \$ | 3,985,650 | \$ | 4,116,692 |
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of services over time in the following major categories:
| For the year ended | Management | |||
|---|---|---|---|---|
| December 31, 2020 | Bulk carrier | Oil tanker | service | Total |
| Revenue from external customer contracts |
\$ 2,099,208 |
\$ 1,865,172 |
\$ 21,270 |
\$ 3,985,650 |
| Timing of revenue recognition Over time |
\$ 2,099,208 |
\$ 1,865,172 |
\$ 21,270 |
\$ 3,985,650 |
| For the year ended | Management | |||
| December 31, 2019 | Bulk carrier | Oil tanker | service | Total |
| Revenue from external customer | ||||
| contracts | \$ 2,991,291 |
\$ 1,103,222 |
\$ 22,179 |
\$ 4,116,692 |
| Timing of revenue recognition |
B. Contract assets and liabilities
The Group has recognised the following revenue-related contract assets and liabilities:
| December 31, 2020 December 31, 2019 |
January 1, 2019 | ||||
|---|---|---|---|---|---|
| Contract assets - bulk carrier |
\$ | 81,626 | \$ 99,113 |
\$ | 146,255 |
| Contract liabilities - bulk carrier |
\$ | 67,613 | \$ 35,616 |
\$ | 27,653 |
| Contract liabilities - oil tanker |
\$ | 24,531 | \$ - |
\$ | - |
C. Contract liabilities at the beginning of 2020 and 2019 amounting to \$35,616 and \$27,653, respectively, were all recognised as operating revenue for the years ended December 31, 2020 and 2019, respectively.
(15) Interest income
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | ||||||
| Interest income from bank deposits | \$ | 16,001 | \$ | 57,344 |
(16) Other income
| For the years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||
| Rent income | \$ | 366 | \$ | 366 | |||
| Insurance claims | 38,415 | - | |||||
| Others | 1,120 | 5,281 | |||||
| \$ | 39,901 | \$ | 5,647 |
(17) Other gains and losses
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| \$ | 74,005 | \$ | 35,149 | ||
| ( | 303,170) | - | |||
| ( | 2) | ( | 302) | ||
| (\$ | 229,167) | \$ | 34,847 | ||
| For the years ended December 31, |
(18) Finance costs
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Interest expense | 2020 | |||||
| \$ 157,751 |
\$ | 265,736 | ||||
| Lease liabilities | 924 | 815 | ||||
| \$ 158,675 |
\$ | 266,551 |
(19) Expenses by nature
| Function | For the years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Operating | Operating | Operating | Operating | |||||
| Nature | costs | expenses | Total | costs | expenses | Total | ||
| Employee benefit | \$ 542,576 |
\$ 121,057 |
\$ 663,633 |
\$ 549,509 |
\$ 119,832 |
\$ 669,341 |
||
| expense | ||||||||
| Depreciation | 1,326,747 | 4,718 | 1,331,465 | 1,362,761 | 3,915 | 1,366,676 | ||
| Amortisation | - | 102 | 102 | - | 102 | 102 |
(20) Employee benefit expense
| Function | For the years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||||||
| Operating | Operating | Operating | Operating | ||||||||
| Nature | costs | expenses | Total | costs | expenses | Total | |||||
| Wages and salaries | \$ 433,154 |
\$ 108,333 |
\$ 541,487 |
\$ 444,099 |
\$ 104,611 |
\$ 548,710 |
|||||
| Labor and health | |||||||||||
| insurance fees | 2,507 | 3,058 | 5,565 | 2,604 | 3,137 | 5,741 | |||||
| Pension costs | 1,254 | 2,546 | 3,800 | 1,217 | 3,470 | 4,687 | |||||
| Other personnel expenses | 105,661 | 7,120 | 112,781 | 101,589 | 8,614 | 110,203 | |||||
| Total | \$ 542,576 |
\$ 121,057 |
\$ 663,633 |
\$ 549,509 |
\$ 119,832 |
\$ 669,341 |
- A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees' compensation and directors' and supervisors' remuneration. The ratio shall not be lower than 1% for employees' compensation and shall not be higher than 5% for directors' and supervisors' remuneration.
- B. For the years ended December 31, 2020 and 2019, employees' compensation was accrued at \$5,117 and \$3,905, respectively; while directors' and supervisors' remuneration was accrued at \$5,117 and \$3,905, respectively. The aforementioned amounts were recognised in salary expenses.
The employees' compensation and directors' and supervisors' remuneration were estimated and accrued based on 1% of distributable profit of current year for the year ended December 31, 2020. The employees' compensation and directors' and supervisors' remuneration resolved by the Board of Directors were both \$5,117, and the employees' compensation will be distributed in the form of cash.
Employees' compensation and directors' and supervisors' remuneration for 2019 were both \$3,905 as resolved by the Board of Directors and were in agreement with those amounts recognised in the 2019 financial statements.
Information about employees' compensation and directors' and supervisors' remuneration of the Company as resolved by the Board of Directors will be posted in the "Market Observation Post System" at the website of the Taiwan Stock Exchange.
(21) Income tax
- A. Income tax expense
- (a) Components of income tax expense:
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Current tax: | ||||||
| Current tax on profits for the year | \$ | 562 | \$ | 104 | ||
| Prior year income tax underestimation | 584 | 902 | ||||
| Total current tax | 1,146 | 1,006 | ||||
| Deferred tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | \$ | 55,874 | \$ | 33,030 | ||
| Total deferred tax | 55,874 | 33,030 | ||||
| Income tax expense | \$ | 57,020 | \$ | 34,036 |
(b) The income tax credit relating to components of other comprehensive income is as follows:
| For the years ended December 31, | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Remeasurement of defined benefit | |||
| obligations | (\$ | (\$ 29) |
176) |
B. Reconciliation between income tax expense and accounting profit:
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Tax calculated based on profit before tax and statutory tax rate (Note) |
39,663 | \$ | 24,553 | |||
| Expenses disallowed by tax regulation | 6 | - | ||||
| Tax exempt income by tax regulation | ( | 64,858) ( | 48,871) | |||
| Effect from loss carryforwards | 67 | - | ||||
| Prior year income tax underestimation | 584 | 902 | ||||
| Effects from backward remittance of earnings | 81,582 | 57,452 | ||||
| Effect of different tax rates in countries in which the group operates |
( | 24) | - | |||
| Income tax expenses | \$ | 57,020 | \$ | 34,036 |
Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
| 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| January 1 | Recognised in profit or loss |
Recognised in other comprehensive income |
December 31 | |||||
| Temporary differences: | ||||||||
| - Deferred tax assets: | ||||||||
| Income tax loss | \$ | 4,187 | (\$ | 4,187) | \$ | - | \$ | - |
| Unfunded pension expense | 6,513 | 28 | 29 | 6,570 | ||||
| Unused compensated absences | 387 | ( | 99) | - | 288 | |||
| Subtotal | 11,087 | ( | 4,258) | 29 | 6,858 | |||
| - Deferred tax liabilities: | ||||||||
| Unrealised investments income | ( | 56,962) ( | 34,174) | - | ( | 91,136) | ||
| Unrealised exchange gain | ( | 9,655) ( | 17,442) | - | ( | 27,097) | ||
| Subtotal | ( | 66,617) ( | 51,616) | - | ( | 118,233) | ||
| Total | (\$ | 55,530) (\$ | 55,874) | \$ | 29 | (\$ | 111,375) | |
| 2019 |
| January 1 | Recognised in profit or loss |
Recognised in other comprehensive income |
December 31 | |||||
|---|---|---|---|---|---|---|---|---|
| Temporary differences: | ||||||||
| - Deferred tax assets: | ||||||||
| Income tax loss | \$ | - | \$ | 4,187 | \$ | - | \$ | 4,187 |
| Unrealised exchange loss | 14,917 | ( | 14,917) | - | - | |||
| Unfunded pension expense | 6,302 | 35 | 176 | 6,513 | ||||
| Unused compensated absences | 342 | 45 | - | 387 | ||||
| Subtotal | 21,561 | ( | 10,650) | 176 | 11,087 | |||
| - Deferred tax liabilities: | ||||||||
| Unrealised investments income | ( | 44,237) ( | 12,725) | - | ( | 56,962) | ||
| Unrealised exchange gain | - | ( | 9,655) | - | ( | 9,655) | ||
| Subtotal | ( | 44,237) ( | 22,380) | - | ( | 66,617) | ||
| Total | (\$ | 22,676) (\$ | 33,030) | \$ | 176 | (\$ | 55,530) |
D. The Company's income tax returns through 2018 have been assessed and approved by the Tax Authority.
(22) Earnings per share
| For the year ended December 31, 2020 | ||||||
|---|---|---|---|---|---|---|
| Amount after tax | Weighted average number of ordinary shares outstanding (shares in thousands) |
Earnings per share (in dollars) |
||||
| Basic earnings per share | ||||||
| Profit from continuing operations attributable to ordinary shareholders of the parent |
\$ | 193,151 | 585,353 | \$ | 0.33 | |
| Loss from discontinued | ||||||
| operations attributable to the parent |
( | 51,855) | - | ( | 0.09) | |
| Profit attributable to | ||||||
| ordinary shareholders | \$ | 141,296 | 585,353 | \$ | 0.24 | |
| Diluted earnings per share | ||||||
| Profit attributable to ordinary shareholders of |
||||||
| the parent Loss from discontinued operations attributable to |
\$ | 193,151 | 585,353 | \$ | 0.33 | |
| the parent Assumed conversion of all dilutive potential ordinary shares |
( | 51,855) | - | ( | 0.09) | |
| - employees'compensation | - | 230 | - | |||
| Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
||||||
| \$ | 141,296 | 585,583 | \$ | 0.24 |
| For the year ended December 31, 2019 | |||
|---|---|---|---|
| Weighted average | |||
| number of ordinary | |||
| shares outstanding | Earnings per share | ||
| Amount after tax | (shares in thousands) | (in dollars) | |
| Basic earnings per share | |||
| Profit from continuing | \$ 68,580 |
585,353 | \$ 0.12 |
| operations attributable to | |||
| ordinary shareholders of the | |||
| parent | |||
| Profit from discontinued | |||
| operations attributable to | |||
| the parent | 19,736 | - | 0.03 |
| Profit attributable to ordinary | |||
| shareholders | \$ 88,316 |
585,353 | \$ 0.15 |
| Diluted earnings per share | |||
| Profit attributable to ordinary | |||
| shareholders of the parent | \$ 68,580 |
585,353 | \$ 0.12 |
| Profit from discontinued | |||
| operations attributable to the | |||
| parent | 19,736 | - | 0.03 |
| Assumed conversion of all | |||
| dilutive potential ordinary | |||
| shares | 232 | ||
| - employees'compensation Profit attributable to |
- | - | |
| ordinary shareholders of the | |||
| parent plus assumed | |||
| conversion of all dilutive | |||
| potential ordinary shares | \$ 88,316 |
585,585 | \$ 0.15 |
(23) Transactions with non-controlling interest - acquisition of additional equity interest in a subsidiary On January 9, 2019, the Group acquired an additional 49% of shares of its subsidiary-Ocean Wise Limited (originally held 51% of its shares) for a consideration of \$338,304 (USD \$10,984 thousand). The carrying amount of non-controlling interest was \$527,293 (USD \$17,119 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by \$527,293 (USD \$17,119 thousand) and increase in the equity attributable to owners of the parent by \$188,989 (USD \$6,135 thousand) and all payments were made on March 6, 2019.
| December 31, 2019 | ||||
|---|---|---|---|---|
| Carrying amount of non-controlling interest acquired |
\$ | 527,293 | (USD 17,119 thousand ) | |
| Consideration paid to non-controlling interest | ( | 338,304) | (USD 10,984 thousand ) | |
| Capital surplus | ||||
| - difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount |
\$ | 188,989 | ||
| (24) Supplemental cash flow information | ||||
| Investing activities with partial cash payments: | ||||
| For the year ended | ||||
| December 31, 2020 | ||||
| Purchase of property, plant and equipment | \$ | 392,161 | ||
| Less: Beginning balance of prepayment on equipment | ( | 58,961) |
Less: Ending balance of payable on equipment ( 31,081) Cash paid during the year \$ 302,119
(25) Changes in liabilities from financing activities
| Liabilities | |||||||
|---|---|---|---|---|---|---|---|
| Short-term | Long-term | Lease | from financing | ||||
| borrowings | borrowings | liabilities | activities-gross | ||||
| At January 1, 2020 | \$ 800,000 |
\$ | 5,345,630 | \$ | 22,794 | \$ | 6,168,424 |
| Proceeds from borrowings | 40,000 | - | - | 40,000 | |||
| Repayment of borrowings | - | ( | 925,528) | - | ( | 925,528) | |
| Payment of principal | - | - | ( | 5,700) ( | 5,700) | ||
| Impact of changes in | |||||||
| foreign exchange rate | - | ( | 233,947) ( | 717) ( | 234,664) | ||
| At December 31, 2020 | \$ 840,000 |
\$ | 4,186,155 | \$ | 16,377 | \$ | 5,042,532 |
| Liabilities | |||||||
|---|---|---|---|---|---|---|---|
| Short-term | Long-term | Lease | from financing | ||||
| borrowings | borrowings | liabilities | activities-gross | ||||
| At January 1, 2019 | \$ 800,000 |
\$ | 5,651,047 | \$ | 2,098 | \$ | 6,453,145 |
| Proceeds from borrowings | - | 1,833,568 | - | 1,833,568 | |||
| Repayment of borrowings | - | ( | 1,945,583) | - | ( | 1,945,583) | |
| Additions | - | - | 24,041 | 24,041 | |||
| Payment of principal | - | - | ( | 3,204) ( | 3,204) | ||
| Impact of changes in | |||||||
| foreign exchange rate | - | ( | 193,402) ( | 141) ( | 193,543) | ||
| At December 31, 2019 | \$ 800,000 |
\$ | 5,345,630 | \$ | 22,794 | \$ | 6,168,424 |
(26) Business combinations
- A. On January 1, 2019, the Group acquired 100% of the share capital of Oak Maritime (Canada) Inc. (Oak Canada) from Universal Mariners S.A. (U.M.S.A) for \$3,948 (USD 128 thousand) and obtained the control over Oak Canada.
- B. The following table summarises the consideration paid for Oak Canada and the fair values of the assets acquired and liabilities assumed at the acquisition date, as well as the proportionate share of the recognised amounts of acquiree's identifiable net assets at the acquisition date:
| January 1, 2019 | ||
|---|---|---|
| Purchase consideration | ||
| Cash paid | \$ | 3,948 |
| Fair value of the identifiable assets acquired and liabilities assumed | ||
| Cash | 3,589 | |
| Accounts receivable | 307 | |
| Prepayments | 406 | |
| Property, plant and equipment | 497 | |
| Other non-current assets | 160 | |
| Accounts payable | ( | 1,011) |
| Total identifiable net assets | 3,948 | |
| Goodwill | \$ | - |
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
| Relationship with the Group |
|---|
| Other related party |
| Other related party |
| Other related party |
| Other related party |
(2) Significant related party transactions and balances
A. Operating revenue
| For the years ended December 31, | ||
|---|---|---|
| 2020 | 2019 | |
| Management revenue: | ||
| Other related party | \$ 21,270 |
\$ 22,179 |
Management revenue is the agent revenue arising from vessel agent contract. Sales of service are based on the price lists in force and terms that would be available to third parties.
B. Operating costs
| For the years ended December 31, | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Commission fee: | |||||
| Other related party | \$ | 38,116 | \$ | 41,113 | |
| C. Other receivables |
|||||
| Amounts prepaid on behalf of related parties and agents: | |||||
| December 31, 2020 | December 31, 2019 | ||||
| Other receivables: | |||||
| Other related party | \$ | 233 | \$ | 509 | |
| D. Other payables |
|||||
| Advances from related parties | and agency payable: | ||||
| December 31, 2020 | December 31, 2019 | ||||
| Other payables: | |||||
| Other related party | \$ | 22,246 | \$ | 22,940 |
E. The Group was contracted to render transportation services for the year ended December 31, 2020 and executed the contract by sub-contracting it to its other related parties who provides chartered ship service with the same contractual terms. The revenue and costs arising from this transaction are expressed as a consolidated net amount in the financial statements. The details of transactions are as follows:
| For the year ended December 31, 2020 |
|
|---|---|
| Amount | |
| Other related parties | \$ 29,435 |
F. Other guarantee transactions Please refer to Note 6(7) for details.
(3) Key management compensation
| For the years ended December 31, | ||
|---|---|---|
| 2020 | 2019 | |
| Salaries and other short-term employee benefits | \$ 23,591 |
\$ 22,847 |
| Post-employment benefits | 473 | 464 |
| \$ 24,064 |
\$ 23,311 |
8. PLEDGED ASSETS
The Group's assets pledged as collateral are as follows:
| Book value | |||
|---|---|---|---|
| December 31, | December 31, | ||
| Pledged assets | 2020 | 2019 | Pledge purpose |
| Bank deposits | \$ 335,100 |
\$ 430,333 |
Long-term loans |
| (shown as "other current assets") Guarantee deposits paid (shown as "other non-current assets") |
7,439 | 7,503 | Deposit of golf certificates and others |
| Property, plant and equipment Vessels and equipment-net Land and building and structures-net |
10,920,298 | 13,003,098 | Long-term loans Credit lines of short-term |
| 99,682 | 100,250 | borrowings | |
| \$ 11,362,519 |
\$ 13,541,184 |
9. CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS
- (1) Contingent liabilities
- None.
(2) Commitments
- A. The Company has outstanding notes payable for bank financing amounting to \$1,074,000.
- B. As of December 31, 2020, outstanding balance amount arising from acquisition of vessel's equipment amounted to \$10,879 (US \$382 thousand).
10. SIGNIFICANT DISASTER LOSS None.
11. SIGNIFICANT SUBSEQUENT EVENTS
- A. The Company's Board of Directors proposed for the appropriation of 2020 earnings. Please refer to Note 6(13)D.
- B. The third-tier subsidiary of the Group, Crimson Marine Company, wrote down the carrying amount of Georgiana based on the recoverable amount and recognised an impairment loss of \$303,170 (USD 10,260 thousand) accordingly. Information relating to impairment loss is provided in Note 6(5)D.
12. OTHERS
(1) Capital management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
(2) Financial instruments
A. Financial instruments by category
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Financial assets | ||
| Financial assets at amortised cost | ||
| Cash and cash equivalents | \$ 4,665,858 |
\$ 3,945,656 |
| Financial assets at amortised cost - current | 1,300 | 1,409 |
| Accounts receivable, net | 180,524 | 453,453 |
| Other receivables | 166,967 | 41,750 |
| Other receivables - related parties | 233 | 509 |
| Other financial assets | 335,100 | 430,333 |
| Guarantee deposits paid (shown as | ||
| "other non-current assets") | 7,439 | 7,503 |
| \$ 5,357,421 |
\$ 4,880,613 |
|
| Financial liabilities | ||
| Financial liabilities at amortised cost | ||
| Short-term borrowings | \$ 840,000 |
\$ 800,000 |
| Other payables | 198,589 | 273,920 |
| Other payables - related parties | 22,246 | 22,940 |
| Long-term borrowings (including current | ||
| portion) | 4,186,155 | 5,345,630 |
| \$ 5,246,990 |
\$ 6,442,490 |
|
| Lease liabilities | \$ 16,377 |
\$ 22,794 |
B. Financial risk management policies
- (a) The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group's operating units.
-
C. Significant financial risks and degrees of financial risks
- (a) Market risk Foreign exchange risk
- i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
- ii. The Group's businesses involve some non-functional currency operations (the Company's functional currency: NTD; other certain subsidiaries' functional currency: USD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| December 31, 2020 | |||
|---|---|---|---|
| Foreign currency | |||
| amount | Book value | ||
| (In thousands) | Exchange rate | (NTD) | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | \$ 3,541 |
28.48 | \$ 100,641 |
| NTD:USD | 7,272 | 0.04 | 7,307 |
| Financial liabilities | |||
| Monetary items | |||
| USD:NTD | \$ 55,214 |
28.48 | \$ 1,572,599 |
| December 31, 2019 | |||
| Foreign currency | |||
| amount | Book value | ||
| (In thousands) | Exchange rate | (NTD) | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | \$ 11,995 |
29.98 | \$ 360,074 |
| NTD:USD | 9,585 | 0.03 | 9,503 |
| Financial liabilities | |||
| Monetary items | |||
| USD:NTD | \$ 55,430 |
29.98 | \$ 1,661,773 |
iii. Please refer to the following table for the details of unrealised exchange gain (loss) arising from significant foreign exchange variation on the monetary items held by the Group.
| For the year ended Decemebr 31, 2020 | ||||
|---|---|---|---|---|
| Exchange gain (loss) | ||||
| Foreign currency | ||||
| amount | Book value | |||
| (In thousands) | Exchange rate | (NTD) | ||
| (Foreign currency: | ||||
| functional currency) | ||||
| Financial assets | ||||
| Monetary items | ||||
| USD:NTD | \$ - |
28.48 | \$ | 4,713 |
| Financial liabilities | ||||
| Monetary items | ||||
| USD:NTD | \$ - |
28.48 | \$ | 82,498 |
| For the year ended Decemebr 31, 2019 | ||||
| Exchange gain (loss) | ||||
| Foreign currency | ||||
| amount | Book value | |||
| (In thousands) | Exchange rate | (NTD) | ||
| (Foreign currency: | ||||
| functional currency) | ||||
| Financial assets | ||||
| Monetary items | ||||
| USD:NTD | \$ - |
29.98 | (\$ | 7,844) |
| Financial liabilities | ||||
| Monetary items | ||||
| USD:NTD | \$ - |
29.98 | \$ | 130,707 |
iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| For the year ended December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sensitivity analysis | ||||||||
| Degree of variation |
Effect on profit or loss |
Effect on other comprehensive income |
||||||
| (Foreign currency: functional currency) Financial assets |
||||||||
| Monetary items USD:NTD NTD:USD |
1% 1% |
\$ | 1,006 73 |
\$ - - |
||||
| Financial liabilities Monetary items USD:NTD |
1% | \$ | 15,726 | \$ - |
||||
| For the year ended December 31, 2019 | ||||||||
| Sensitivity analysis | ||||||||
| Degree of variation |
Effect on profit or loss |
Effect on other comprehensive income |
||||||
| (Foreign currency: functional currency) Financial assets Monetary items |
||||||||
| USD:NTD NTD:USD |
1% 1% |
\$ | 3,601 95 |
\$ - - |
||||
| Financial liabilities Monetary items USD:NTD |
1% | \$ | 16,618 | \$ |
Cash flow and fair value interest rate risk
i. The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During the years ended December 31, 2020 and 2019, the Group's borrowings at variable rate were denominated in United States dollars.
- ii. The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions.
- iii.At December 31, 2020 and 2019, if interest rates on USD-denominated borrowings had been 1% higher/lower with all other variables held constant, pre-tax (loss) profit for the years ended December 31, 2020 and 2019 would have been \$35,517 and \$45,399 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
- (b) Credit risk
- i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the contract cash flows of the accounts receivable based on the agreed terms.
- ii. The Group manages their credit risk taking into consideration the entire group's concern. According to the Group's credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
- iii. The Group adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms and obligation completed, there has been a significant increase in credit risk on that instrument since initial recognition.
- iv. The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
- (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganisation due to their financial difficulties;
- (ii) The disappearance of an active market for that financial asset because of financial difficulties;
- (iii) Default or delinquency in interest or principal repayments;
- (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vi. The Group classifies customers' accounts receivable in accordance with customer types. The Group applies the modified approach using the provision matrix to estimate expected credit loss.
- vii. The Group wrote-off the financial assets, which cannot reasonably be expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights. On December 31, 2020 and 2019, the Group's written-off financial assets that are still under recourse procedures amounted to \$0 and \$334, respectively.
- viii. The Group used the forecastability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable and lease payments receivable. On December 31, 2020 and 2019, the provision matrix is as follows:
| December 31, 2020 | Not past due | Total | |||
|---|---|---|---|---|---|
| Expected loss rate | Approximately 0 % | ||||
| Total book value | \$ 180,524 |
\$ | 180,524 | ||
| Loss allowance | \$ - |
\$ | - | ||
| December 31, 2019 | Not past due | Total | |||
| Expected loss rate | Approximately 0 % | ||||
| Total book value | \$ 453,453 |
\$ | 453,453 | ||
| Loss allowance | \$ - |
\$ | - |
ix. The ageing analysis of accounts receivable is as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Not past due | \$ 180,524 |
\$ 453,453 |
(c) Liquidity risk
- i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, external regulatory or legal requirements.
- ii. Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group treasury.
iii. The table below analyses the Group's non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| Non-derivative | |||
|---|---|---|---|
| financial liabilities | Less than | Between one | |
| December 31, 2020 | one year | and five years | Over five years |
| Short-term borrowings | \$ 840,000 |
\$ - |
\$ - |
| Other payables | 220,835 | - | - |
| (including related parties) | |||
| Lease liability | 6,410 | 11,214 | - |
| Long-term borrowings | 930,118 | 2,802,522 | 679,998 |
| (including current portion) | |||
| Non-derivative | |||
| financial liabilities | Less than | Between one | |
| December 31, 2019 | one year | and five years | Over five years |
| Short-term borrowings | \$ 800,000 |
\$ - |
\$ - |
| Other payables | 296,860 | - | - |
| (including related parties) | |||
| Lease liability | 8,184 | 22,781 | - |
| Long-term borrowings | 1,147,498 | 3,697,373 | 1,200,630 |
| (including current portion) |
13. SUPPLEMENTARY DISCLOSURES
- (1) Significant transactions information
- A. Loans to others: Please refer to table 1.
- B. Provision of endorsements and guarantees to others: Please refer to table 2.
- C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.
- D. Acquisition or sale of the same security with the accumulated cost exceeding \$300 million or 20% of the Company's paid-in capital: None.
- E. Acquisition of real estate reaching \$300 million or 20% of paid-in capital or more: None.
- F. Disposal of real estate reaching \$300 million or 20% of paid-in capital or more: None.
- G. Purchases or sales of goods from or to related parties reaching \$100 million or 20% of paid-in capital or more: None.
-
H. Receivables from related parties reaching \$100 million or 20% of paid-in capital or more: Please refer to table 3.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
- J. Significant inter-company transactions during the reporting periods: Please refer to table 4.
- (2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 5.
- (3) Information on investments in Mainland China
- A. Basic information: Please refer to table 6.
- B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
- (4) Major shareholders information
Name, number of shares and shareholding ratio of shareholders whose ownership reached 5%: Please refer to table 7.
14. SEGMENT INFORMATION
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. The Group's Chief Operating Decision-Maker operates businesses by the type of carriers. Under IFRS 8, the reportable segments are bulk carrier segment and oil tanker segment.
There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information in this period.
(2) Measurement of segment information
The Chief Operating Decision-Maker assesses the performance of the operating segments based on the profit or loss before income tax. This measurement basis excludes the effects of non-recurring expenditures from the operating segments.
(3) Information about segment profit or loss
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
| For the year ended December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Bulk carrier | Oil tanker | Other segments | Total | |||||
| Revenues from third parties | \$ | 2,099,208 | \$ 1,865,172 |
\$ | 21,270 | \$ | 3,985,650 | |
| Segment (loss) income | (\$ | 843,089) | \$ 1,071,882 |
\$ | 21,270 | \$ | 250,063 | |
| For the year ended December 31, 2019 | ||||||||
| Bulk carrier | Oil tanker | Other segments | Total | |||||
| Revenues from third parties | \$ | 2,991,291 | \$ 1,103,222 |
\$ | 22,179 | \$ | 4,116,692 | |
| Segment (loss) income | (\$ | 136,316) | \$ 250,924 |
\$ | 22,179 | \$ | 136,787 |
(4) Reconciliation for segment income (loss)
Sales between segments are carried out at arm's length. The revenue from external parties reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income.
Reconciling profit before income tax and interest expense of reportable segments to profit from continuing operations before income tax is as follows:
| For the years ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Reportable segment income (loss) | \$ | 228,793 | \$ | 114,608 | ||||
| Other segment income | 21,270 | 22,179 | ||||||
| Total operating segment income (loss) | 250,063 | 136,787 | ||||||
| Others | 113,904 | 38,451 | ||||||
| Income from continuing operations | ||||||||
| before tax | \$ | 363,967 | \$ | 175,238 |
(5) The Group's transportation services are managed transnationally. Operating results from services cannot be meaningfully separated according to specific area, thus, geographical information is not presented.
(6) Major customer information
For the years ended December 31, 2020 and 2019, major customers with revenue representing 10% or above of the Group's total revenue are as follows:
| For the years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||||
| Revenues | Segment | Revenues | Segment | ||||||
| Customer A | \$ 1,200,438 |
Oil tanker | \$ | 1,103,222 | Oil tanker | ||||
| Customer B | 702,137 | Bulk carrier | 771,536 | Bulk carrier | |||||
| Customer C | 664,735 | Oil tanker | - | - | |||||
| Customer D | - | - | 484,520 | Bulk carrier |
Loans to others
For the year ended December 31, 2020
Table 1 Expressed in thousands of NTD
(Except as otherwise indicated)
| Maximum | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| outstanding | Amount of | Allowance | Limit on loans | Ceiling on | ||||||||||||||
| General | Is a | balance during | Nature of | transactions | Reason | for | granted to | total loans | ||||||||||
| No. | ledger | related | the year ended | Balance at December | Actual amount | Interest | loan | with the | for short-term | doubtful | Collateral | a single party | granted | |||||
| (Note 1) | Creditor | Borrower | account | party | December 31, 2020 | 31, 2020 | drawn down | rate | (Note 3) | borrower | financing | accounts | Item Value | (Note 2) | (Note 2) | Footnote | ||
| 0 | Sincere Navigation Corporation |
None | \$ | 4,344,245 \$ | 5,792,327 | |||||||||||||
| 1 | Norley Corporation Inc. |
Sincere Navigation Corporation |
Other receivables - related parties |
Y | \$ 1,058,750 \$ |
996,800 \$ | 996,800 - |
2 | - Working capital | - | - | - | 11,978,770 | 11,978,770 The Maximun amount amounted to USD 35,000,000 for the current period, and the actual amount was USD 35,000,000 at the end of year. |
||||
| 2 | Heywood Limited |
Sincere Navigation Corporation |
Other receivables - related parties |
Y | 605,000 | 569,600 | 569,600 - |
2 | - Working capital | - | - | - | 4,506,948 | 4,506,948 The Maximun amount amounted to USD 20,000,000 for the current period, and the actual amount was USD 20,000,000 at the end of year. |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
(1) The Company is '0'.
(2) The subsidiaries are numbered in order starting from '1'.
Note 2: In accordance with the finance procedures of the Company, for business transaction purposes, maximum financing to each subsidiary and total financing is limited to 30% and 40% of the Company's net value, respectively. For short-term lending purpose, maximum financing to each subsidiary and total financing is limited 30% to 40% of the Company's net value, respectively. The maximum financing between the subsidiaries which are directly or indirectly 100% owned by the Company or between the subsidiaries which are directly or indirectly 100% owned by the Company and the Company is limited to 100% of the lender's net value.
Note 3: Nature of loans is filled as follows:
(1) Fill in 1 for business transactions.
(2) Fill in 2 for short-term financing.
Provision of endorsements and guarantees to others
For the year ended December 31, 2020
| Party being | Ratio of | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| endorsed/guaranteed | Maximum | accumulated | ||||||||||||
| outstanding | Outstanding | endorsement/ | Provision of | Provision of | Provision of | |||||||||
| Limit on | endorsement/ | endorsement/ | guarantee | Ceiling on | endorsements/ | endorsements/ | endorsements/ | |||||||
| Relationship | endorsements/ | guarantee | guarantee | Amount of | amount to net | total amount of | guarantees by | guarantees by | guarantees to | |||||
| with the | guarantees | amount as of | amount at | endorsements/ | asset value of | endorsements/ | parent | subsidiary to | the party in | |||||
| endorser/ | provided for a | December 31, | December 31, | Actual amount | guarantees | the endorser/ | guarantees | company to | parent | Mainland | ||||
| Number | Endorser/ | guarantor | single party | 2020 | 2020 | drawn down | secured with | guarantor | provided | subsidiary | company | China | ||
| (Note 1) | guarantor | Company name | (Note 2) | (Note 3) | (Note 4) | (Note 5) | (Note 6) | collateral | company | (Note 3) | (Note 7) | (Note 7) | (Note 7) | Footnote |
| 0 | Sincere Navigation Corporation |
Helmsman Navigation Co. Ltd. | 2 | \$ 14,480,818 \$ | 428,794 \$ | 242,223 \$ | 215,309 \$ | - | 27.11% | \$ 36,202,045 |
Y | N | N | Guarantee balance is US\$ 8,505 thousand |
| 0 | ˵ | Keystone Shipping Co. Ltd. | 2 | 14,480,818 | 428,794 | 403,704 | 215,309 | - | 27.11% | 36,202,045 | Y | N | N | Guarantee balance is US\$ 14,175 thousand |
| 0 | ˵ | Ocean Wise Limited | 2 | 14,480,818 | 127,473 | - | - - |
27.11% | 36,202,045 | Y | N | N | Guarantee balance | |
| 0 | ˵ | Maxson Shipping Inc. | 2 | 14,480,818 | 488,093 | 153,178 | 102,118 | - | 27.11% | 36,202,045 | Y | N | N | is US\$ 0 thousand Guarantee balance is US\$ 5,378 |
| 0 | ˵ | Everwin Maritime Limited | 2 | 14,480,818 | 684,800 | 644,730 | 429,820 | - | 27.11% | 36,202,045 | Y | N | N | thousand Guarantee balance is US\$ 22,638 |
| 0 | ˵ | Pacifica Maritime Limited | 2 | 14,480,818 | 1,310,203 | 1,233,540 | 1,069,068 | - | 27.11% | 36,202,045 | Y | N | N | thousand Guarantee balance is US\$ 43,313 |
| 0 | ˵ | Ocean Grace Limited | 2 | 14,480,818 | 1,079,925 | 1,016,736 | 897,120 | - | 27.11% | 36,202,045 | Y | N | N | thousand Guarantee balance is US\$ 35,700 |
| 0 | ˵ | Brighton Shipping Inc. | 2 | 14,480,818 | 218,149 | 121,239 | 121,239 | - | 27.11% | 36,202,045 | Y | N | N | thousand Guarantee balance is US\$ 4,257 |
| thousand |
| Party being endorsed/guaranteed |
Maximum | Ratio of accumulated |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Limit on | outstanding endorsement/ |
Outstanding endorsement/ |
endorsement/ guarantee |
Ceiling on | Provision of endorsements/ |
Provision of endorsements/ |
Provision of endorsements/ |
|||||||
| Relationship with the |
endorsements/ guarantees |
guarantee amount as of |
guarantee amount at |
Amount of endorsements/ |
amount to net asset value of |
total amount of endorsements/ |
guarantees by parent |
guarantees by subsidiary to |
guarantees to the party in |
|||||
| endorser/ | provided for a | December 31, | December 31, | Actual amount | guarantees | the endorser/ | guarantees | company to | parent | Mainland | ||||
| Number | Endorser/ | guarantor | single party | 2020 | 2020 | drawn down | secured with | guarantor | provided | subsidiary | company | China | ||
| (Note 1) | guarantor | Company name | (Note 2) | (Note 3) | (Note 4) | (Note 5) | (Note 6) | collateral | company | (Note 3) | (Note 7) | (Note 7) | (Note 7) | Footnote |
| 0 | Sincere Navigation Corporation |
Rockwell Shipping Limited | 2 | 14,480,818 \$ | 207,778 \$ | 110,553 \$ | 110,553 \$ | - | 27.11% | \$ 36,202,045 |
Y | N | N | Guarantee balance is US\$ 3,882 |
| 1 | Norley Corporation Inc. |
Kenmore Shipping Inc. | 2 | 11,978,770 | 760,742 | 623,000 | 623,000 | - | 5.20% | 29,946,925 | Y | N | N | thousand Guarantee balance is US\$ 21,875 thousand |
Note 1: The numbers filled in for the endorsements/ guarantees provided by the Company or subsidiaries are as follows:
(1 )The Company is '0'.
(2) The subsidiaries are numbered in order starting from '1'.
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:
(1) Having business relationship.
(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.
- (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
- (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.
Note 3: According to the Company's "Procedures for Provision of Endorsements and Guarantees":
[The Company]
- (1) The limit on endorsements and guarantees provided for aan individual party shall not exceed the Company's equity.
- Those which are provided for an individual party due to business relationship, shall not exceed the total amount of transactions with the Company in the most recent year.
- (2) The ceiling on total endorsements and guarantees shall not exceed 250% of the Company's equity.
[The Company and subsidiaries]
- (1) The limit on endorsements and guarantees provided for aan individual party shall not exceed the Company's equity.
- (2) The ceiling on total endorsements and guarantees shall not exceed 300% of the Company's equity.
- Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
- Note 5: Fill in the amount approved by the Board of Directors or the chairman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
- Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
Note 7: Fill in 'Y' for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Receivables from related parties reaching NT\$100 million or 20% of paid-in capital or more
December 31, 2020
Table 3
Expressed in thousands of NTD
(Except as otherwise indicated)
| Amount collected | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Relationship | Overdue receivables | subsequent to the | Allowance for | ||||||||
| Creditor | Counterparty | with the counterparty | Balance as at December 31, 2020 | Turnover rate | Amount | Action taken | balance sheet date | doubtful accounts | |||
| Sincere Navigation Corporation | None | - | - | \$ | - | - | \$ - |
\$ - |
|||
| Norley Corporation Inc. (Norley) | Sincere Navigation Corporation | Norley's parent | \$ | 996,800 | - | - | - | - | - | ||
| company | (USD 35,000 thousand) | ||||||||||
| Heywood Limited (Heywood) | Sincere Navigation Corporation | Heywood's parent | \$ | 569,600 | - | - | - | - | - | ||
| company | (USD 20,000 thousand) |
Significant inter-company transactions during the reporting period
For the year ended December 31, 2020
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
| Percentage of consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number | Relationship | total operating revenues or | ||||||
| (Note 1) | Company name | Counterparty | (Note 2) | General ledger account | Amount | Transaction terms | total assets (Note 3) | |
| 0 | Sincere Navigation Corporation | Helmsman Navigation Co. Ltd. | 1 | Guarantees | \$ 242,223 |
As per the Company's policy | 1.15% | |
| 0 | ˵ | Keystone Shipping Co. Ltd. | 1 | ˵ | 403,704 | ˵ | 1.91% | |
| 0 | ˵ | Everwin Maritime Limited | 1 | ˵ | 644,730 | ˵ | 3.05% | |
| 0 | ˵ | Pacifica Maritime Limited | 1 | ˵ | 1,233,540 | ˵ | 5.83% | |
| 0 | ˵ | Ocean Grace Limited | 1 | ˵ | 1,016,736 | ˵ | 4.81% | |
| 1 | Norley Corporation Inc. | Kenmore Shipping Inc. | 1 | ˵ | 623,000 | ˵ | 2.95% | |
| 1 | ˵ | Sincere Navigation Corporation | 2 | Other receivables | 996,800 | ˵ | 4.71% | |
| 2 | Heywood Limited | Sincere Navigation Corporation | 2 | ˵ | 569,600 | ˵ | 2.69% | |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
(1) Parent company is '0'.
(2) The subsidiaries are numbered in order starting from '1'.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories:
(1) Parent company to subsidiary is numbered '1'.
(2) Subsidiary to parent company is numbered '2'.
(3) Subsidiary to subsidiary is numbered '3'.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for income statement accounts.
Note 4: The inter-company transactions below 1% of consolidated assets or revenue are not disclosed.
Information on investees
For the year ended December 31, 2020
Table 5
Expressed in thousands of NTD
(Except as otherwise indicated)
| Initial investment amount (Note 1) |
Shares held as at December 31, 2020 (Note 2) | Net profit (loss) of the investee for the year |
Investment income (loss) recognised by the Company |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main business activities |
Balance as at December 31, 2020 |
Balance as at December 31, 2019 |
Number of shares | Ownership (%) | Book value | ended December 31, 2020 (Note 2) |
for the year ended December 31, 2020 |
Footnote |
| Sincere Navigation Corporation |
Norley Corporation Inc. |
Republic of Liberia |
Investment holdings |
\$ 28,480 (USD 1,000 thousand) |
\$ 29,980 (USD 1,000 thousand) |
500 | 100% | \$ 11,978,770 |
\$ 747,091 |
747,091 | Subsidiary |
| ˵ | Heywood Limited | Marshall Islands |
˵ | 28,480 (USD 1,000 thousand) |
29,980 (USD 1,000 thousand) |
500 | 100% | 4,506,948 | ( 422,799) |
( 422,799) |
Subsidiary |
| Norley Corporation Inc. |
Kenmore Shipping Inc. |
Marshall Islands |
Oil tanker | 1,313,213 (USD 46,110 thousand) |
1,382,378 (USD 46,110 thousand) |
500 | 100% | 1,979,063 | 231,263 | - | Second-tier subsidiary |
| ˵ | Winnington Limited |
˵ | Investment holdings |
295,548 (USD 10,377 thousand) |
311,115 (USD 10,377 thousand) |
500 | 100% | 14,027 | ( 51,951) |
- | Second-tier subsidiary |
| ˵ | Jetwall Co. Ltd. | ˵ | ˵ | 882,196 (USD 30,976 thousand) |
1,288,420 (USD 42,976 thousand) |
400 | 80% | 1,530,614 | 586,571 | - | Second-tier subsidiary |
| ˵ | Victory Navigation Inc. |
˵ | ˵ | 157 (USD 6 thousand) |
165 (USD 6 thousand) |
275 | 55% | 392,482 | ( 20,900) |
- | Second-tier subsidiary |
| ˵ | Kingswood Co., Ltd. |
˵ | ˵ | - (USD 0 thousand) |
150 (USD 5 thousand) |
- | - | - | ( | 39) - |
Second-tier subsidiary |
| ˵ | Poseidon Marine Ltd |
˵ | Shipping | 228,125 (USD 8,010 thousand) |
240,140 (USD 8,010 thousand) |
500 | 100% | 1,604,008 | ( 48,004) |
- | Second-tier subsidiary |
| ˵ | Maxson Shipping Inc. |
˵ | ˵ | 299,040 (USD 10,500 thousand) |
314,790 (USD 10,500 thousand) |
500 | 100% | 1,084,173 | ( 38,687) |
- | Second-tier subsidiary |
| ˵ | Ocean Wise Limited |
Republic of Liberia |
˵ | 637,097 (USD 22,370 thousand) |
610,692 (USD 20,370 thousand) |
500 | 100% | 1,030,907 | ( 61,389) |
- | Second-tier subsidiary |
| Initial investment amount (Note 1) |
Shares held as at December 31, 2020 (Note 2) | Net profit (loss) | Investment income (loss) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main business activities |
Balance as at December 31, 2020 |
Balance as at December 31, 2019 |
Number of shares | Ownership (%) | Book value | of the investee for the year ended December 31, 2020 (Note 2) |
recognised by the Company for the year ended December 31, 2020 |
Footnote | |||
| Norley Corporation Inc. |
Pacifica Maritime Limited |
Marshall Islands |
Oil tanker | \$ 1,389,539 (USD 48,790 thousand) |
\$ 1,462,724 (USD 48,790 thousand) |
500 | 100% | \$ | 1,761,990 | \$ | 254,115 | - | Second-tier subsidiary |
|
| ˵ | Sky Sea Maritime Limited |
˵ | Investment holdings |
455,979 (USD 16,011 thousand) |
479,995 (USD 16,011 thousand) |
275 | 55% | 554,684 | 13,126 | - | Second-tier subsidiary |
|||
| ˵ | Elroy Maritime Service Inc. |
˵ | Maritime service | 5,696 (USD 200 thousand) |
300 (USD 10 thousand) |
500 | 100% | 6,238 | ( | 36) | - | Second-tier subsidiary |
||
| Winnington Limited |
Peg Shipping Company Limited |
Republic of Liberia |
Shipping | 285 (USD 10 thousand) |
300 (USD 10 thousand) |
500 | 100% | 9,341 | ( | 51,855) | - | Third-tier subsidiary |
||
| Kingswood Co., Ltd. |
Seven Seas Shipping Ltd. |
Marshall Islands |
Oil tanker | - (USD 0 thousand) |
300 (USD 10 thousand) |
- | - | - | ( | 24) | - | Third-tier subsidiary |
||
| Jetwall Co. Ltd. |
Everwin Maritime Limited |
˵ | ˵ | 1,102,746 (USD 38,720 thousand) |
1,610,526 (USD 53,720 thousand) |
500 | 100% | 1,913,985 | 586,670 | - | Third-tier subsidiary |
|||
| Victory Navigation Inc. |
Everprime Shipping Limited |
˵ | Shipping | 285 (USD 10 thousand) |
300 (USD 10 thousand) |
500 | 100% | 710,350 | ( | 20,876) | - | Third-tier subsidiary |
||
| Sky Sea Maritime Limited |
Ocean Grace Limited |
˵ | ˵ | 829,053 (USD 29,110 thousand) |
872,718 (USD 29,110 thousand) |
500 | 100% | 1,008,768 | 13,181 | - | Third-tier subsidiary |
|||
| Elroy Maritime Service Inc. |
Oak Maritime (Canada) Inc. |
Canada | Martime serive | 3,661 (USD 128 thousand) |
3,867 (USD 128 thousand) |
1,000 | 100% | 3,551 | ( | 575) | - | Third-tier subsidiary |
||
| Heywood Limited |
Clifford Navigation Corporation |
Marshall Islands |
Shipping | 285 (USD 10 thousand) |
300 (USD 10 thousand) |
500 | 100% | 497,094 | 49,692 | - | Second-tier subsidiary |
|||
| ˵ | Brighton Shipping Inc. |
˵ | ˵ | 285 (USD 10 thousand) |
300 (USD 10 thousand) |
500 | 100% | 419,524 | ( | 30,729) | - | Second-tier subsidiary |
| Initial investment amount (Note 1) |
Shares held as at December 31, 2020 (Note 2) | Net profit (loss) | Investment income (loss) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main business activities |
Balance as at December 31, 2020 |
Balance as at December 31, 2019 |
Number of shares | Ownership (%) | Book value | of the investee for the year ended December 31, 2020 (Note 2) |
recognised by the Company for the year ended December 31, 2020 |
Footnote |
| Heywood Limited |
Rockwell Shipping Limited |
Marshall Islands |
Shipping | \$ 285 (USD 10 thousand) |
\$ 300 (USD 10 thousand) |
500 | 100% | \$ 279,309 |
(\$ 45,031) |
- | Second-tier subsidiary |
| ˵ | Howells Shipping Inc. |
˵ | ˵ | 342,045 (USD 12,010 thousand) |
360,060 (USD 12,010 thousand) |
500 | 100% | 742,299 | 11,508 | - | Second-tier subsidiary |
| ˵ | Crimson Marine Company |
˵ | ˵ | 1,093,575 (USD 33,398 thousand) |
1,001,272 (USD 33,398 thousand) |
500 | 100% | 283,812 | ( 383,426) |
- | Second-tier subsidiary |
| ˵ | Century Shipping Limited |
HongKong | Investment holdings |
14,240 (USD 500 thousand) |
14,990 (USD 500 thousand) |
50,000 | 100% | 2,407 | 1,491 | - | Second-tier subsidiary |
| ˵ | Helmsman Navigation Co. Ltd. |
Marshall Islands |
Shipping | 601,213 (USD 21,110 thousand) |
512,958 (USD 17,110 thousand) |
500 | 100% | 490,868 | 6,730 | - | Second-tier subsidiary |
| ˵ | Keystone Shipping Co. Ltd. |
˵ | ˵ | 558,493 (USD 19,610 thousand) |
467,988 (USD 15,610 thousand) |
500 | 100% | 465,272 | ( 26,684) |
- | Second-tier subsidiary |
Note 1: The above balances of initial investments as at December 31, 2020 and 2019 were translated at the closing exchange rates at the balance sheet date.
Note 2: The above carrying amounts of shares held as at December 31, 2020 and net profit (loss) of the investee for the year ended December 31, 2020 were translated at the closing exchange rates at the balance sheet and the average exchange rates for the year ended December 31, 2020, respectively.
Note 3: The liquidation of Kingswood Co., Ltd. and Seven Seas Shipping Ltd. was completed on April 20, 2020.
Information on investments in Mainland China
For the year ended December 31, 2020
Table 6
Expressed in thousands of NTD
(Except as otherwise indicated)
| Accumulated | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accumulated | Amount remitted from Taiwan to | amount | |||||||||||
| amount of remittance from |
Mainland China/ Amount remitted back |
Accumulated amount | Ownership held by |
Investment income (loss) recognised |
Book value of | of investment income |
|||||||
| Taiwan to | to Taiwan for the year ended | of remittance from | Net income of | the | by the Company | investments in | remitted back to | ||||||
| Investment | Mainland China | December 31, 2020 | Taiwan to | investee for the | Company | for the year ended | Mainland China | Taiwan as of | |||||
| Investee in | Main business | method | as of January 1, | Remitted to | Remitted back | Mainland China as of | year ended | (direct or | December 31, 2020 | as of December | December 31, | ||
| Mainland China | activities | Paid-in capital | (Note 1) | 2020 | Mainland China | to Taiwan | December 31, 2020 | December 31, 2020 | indirect) | (Note 2) | 31, 2020 | 2020 | Footnote |
| Haihu Maritime Service (Shanghai) Co., |
Maritime service |
\$ 15,855 (USD 500 thousand) |
2 | \$ 15,855 (USD 500 thousand) |
\$ - |
\$ - |
\$ 15,855 (USD 500 thousand) |
\$ 1,491 (RMB 348 thousand ) |
100% | \$ 1,491 (RMB 348 thousand ) |
\$ 2,407 ( RMB551 thousand ) |
\$ - |
|
| Ltd. |
Note 1: Investment methods are classified into the following three categories.
(1) Directly invest in a company in Mainland China.
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (The investee in the third area is Century Shipping Limited)
(3) Others.
Note 2: Investment income (loss) recognised during the year was based on financial statements audited by the Company's CPA.
| Accumulated | Investment | Ceiling on | |
|---|---|---|---|
| amount of | amount approved | investments in | |
| remittance from | by the Investment | Mainland China | |
| Taiwan to | Commission of | imposed by the | |
| Mainland China | the Ministry of | Investment | |
| as of December | Economic Affairs | Commission of | |
| Company name | 31, 2020 | (MOEA) | MOEA |
| Haihu Maritime | \$ 15,855 \$ |
95,130 \$ | 8,688,491 |
| Service | |||
| (Shanghai) Co., | |||
| Ltd. |
Sincere Navigation Corporation and Subsidiaries Major shareholders information December 31,2020
Table 7
| Shares | |||
|---|---|---|---|
| Number of major shareholders | Name of shares held | Ownership (%) | |
| CTBC BANK CO., LTD. IN CUSTODY FOR HO MAO INVESTMENT CORPORATION | 58,359,800 | 9.97% |
Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded on the financial statements may be different from the actual number of shares in dematerialised form due to the difference in calculation basis.
Note 2: If the aforementioned data contains shares which were kept at the trust by the shareholders, the data was disclosed as separate account of client which was set by the trustee. As for the shareholder who reports share equity as a insider whose shareholding ratio greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio including the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.