Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

SNC Annual Report 2020

Nov 10, 2020

52159_rns_2020-11-10_bf3ea26e-e21b-42e3-af80-34223dca012e.pdf

Annual Report

Open in viewer

Opens in your device viewer

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.