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TNC — Audit Report / Information 2018
Nov 14, 2018
52171_rns_2018-11-14_2ff07b6e-e23d-4158-a0ee-428c945765a0.pdf
Audit Report / Information
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Taiwan Navigation Co., Ltd.
Financial Statements for the Years Ended December 31, 2018 and 2017 and Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Taiwan Navigation Co., Ltd.
Opinion
We have audited the accompanying financial statements of Taiwan Navigation Co., Ltd. (the “Corporation”), which comprise the balance sheets as of December 31, 2018 and 2017, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the financial statements of the Corporation for the year ended December 31, 2018 are stated as follows:
Recognition of Gain on Disposal of Bulk Carriers Recognized under Investments Accounted for Using the Equity Method
The Corporation’s subsidiary Tai Shing, primarily engages in bulk carriers transportation service. Tai Shing disposed some of its aging bulk carriers in 2018 in order to replace them with new bulk carriers and the Corporation recognized the gain on disposal under investments accounted for using the equity method. Given that the transaction is material to the financial statements. We considered gain on disposal of bulk carriers recognized in investments accounted for using the equity method a key audit matter.
For the related accounting policy and disclosures, please refer to Notes 4 and 12 to the financial statements.
Our main audit procedures performed in respect of the gain on disposal of bulk carriers under investments accounted for using the equity method was as follows:
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We understood management’s evaluation processes of disposal of the bulk carriers and verified the implementation of related controls, through appropriate approvals.
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We tested the transaction contract and the record of remittances to verify the accuracy of the amount received.
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We reperformed the calculation of gain on disposal of bulk carriers and verified the accuracy of timing of recognition.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this independent auditors’ report are Ya-Ling Wong and Chih-Ming Shao.
Deloitte & Touche Taipei, Taiwan Republic of China
March 26, 2019
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent 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. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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TAIWAN NAVIGATION CO., LTD.
BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss (Notes 4, 7 and 23) Financial assets at fair value through other comprehensive income (Notes 4, 8 and 23) Available-for-sale financial assets (Notes 4, 9 and 23) Accounts receivable, net (Notes 4 and 10) Trade receivables from related parties (Notes 4 and 23) Prepayments (Note 23) Other financial assets (Notes 4 and 11) Other current assets (Notes 4 and 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Notes 4, 7 and 23) Financial assets at fair value through other comprehensive income (Notes 4, 8 and 23) Available-for-sale financial assets (Notes 4, 9 and 23) Financial assets measured at cost (Note 4) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 24) Investment properties (Notes 4 and 14) Other non-current assets (Notes 4, 19 and 24) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Contract liabilities (Note 18) Notes and accounts payable Trade payables to related parties (Note 23) Other payables Advance receipts (Note 18) Other current liabilities (Notes 4 and 19) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 19) Net defined benefit liabilities (Notes 4 and 16) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 17) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Corporation Total equity TOTAL |
2018 Amount % $ 119,820 1 76,777 1 116,247 1 - - 56,383 - 60,250 1 32,806 - 105,341 1 4,769 - 572,393 5 - - 241,601 2 - - - - 8,871,325 77 684,613 6 1,097,370 10 10,240 - 10,905,149 95 $ 11,477,542 100 $ 465,177 4 22,644 - 35,527 - 37,253 1 100,203 1 - - 8,648 - 669,452 6 303,556 3 68,813 - 15,729 - 388,098 3 1,057,550 9 4,172,945 36 334,382 3 1,664,599 15 242,486 2 4,040,448 35 5,947,533 52 (34,868) - 10,419,992 91 10,419,992 91 $ 11,477,542 100 |
2017 | ||
|---|---|---|---|---|
| Amount % $ 79,113 1 32,007 - - - 151,914 1 51,867 1 37,846 - 31,011 - 163,956 2 7,298 - 555,012 5 97,827 1 - - 176,327 2 45,900 - 7,680,039 74 722,198 7 1,098,722 11 15,039 - 9,836,052 95 $ 10,391,064 100 $ 243,000 2 - - 32,969 - 65,462 1 73,738 1 25,721 - 13,870 - 454,760 4 288,020 3 75,136 1 16,161 - 379,317 4 834,077 8 4,172,945 40 334,382 3 1,617,952 16 - - 3,674,194 35 5,292,146 51 (242,486) (2) 9,556,987 92 9,556,987 92 $ 10,391,064 100 |
The accompanying notes are an integral part of the financial statements.
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TAIWAN NAVIGATION CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 14, 18 and 23) OPERATING COSTS (Notes 13, 14, 16 and 23) GROSS PROFIT OPERATING EXPENSES (Notes 13 and 16) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit of subsidiaries and associates accounted for using the equity method (Notes 4 and 12) Interest income (Note 4) Dividend income (Note 4) Other income (Note 23) Interest expense Other expenses (Note 23) Net gain (loss) on foreign currency exchange (Note 26) Net gain (loss) on financial assets at fair value through profit or loss Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 19) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 16) Unrealized loss on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive income of associates accounted for using the equity method (Note 12) |
2018 Amount % $ 1,276,210 100 1,105,466 87 170,744 13 141,556 11 29,188 2 924,752 72 3,332 - 6,885 1 38,876 3 (3,073) - (3,155) - 6,868 - (15,038) (1) 959,447 75 988,635 77 31,000 2 957,635 75 (10,142) (1) (121,969) (9) 12,034 1 (120,077) (9) |
2017 | ||
|---|---|---|---|---|
| Amount % $ 1,240,099 100 1,025,987 83 214,112 17 110,794 9 103,318 8 340,361 27 2,058 - 5,967 1 28,812 2 (1,554) - (2,851) - (14,124) (1) 25,084 2 383,753 31 487,071 39 20,600 2 466,471 37 115 - - - - - 115 - (Continued) |
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TAIWAN NAVIGATION CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Unrealized loss on available-for-sale financial assets Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method (Note 12) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS PER SHARE (Note 20) Basic Diluted |
2018 Amount % $ - - 257,627 20 257,627 20 137,550 11 $ 1,095,185 86 $ 2.29 $ 2.29 |
2017 | ||
|---|---|---|---|---|
| Amount % $ (30,268) (2) (592,769) (48) (623,037) (50) (622,922) (50) $ (156,451) (13) $ 1.12 $ 1.12 |
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| $ | $ | |||
The accompanying notes are an integral part of the financial statements.
(Concluded)
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TAIWAN NAVIGATION CO., LTD.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2017 Net profit for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 Effect of retrospective application BALANCE AT JANUARY 1, 2018 AS ADJUSTED Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 BALANCE AT DECEMBER 31, 2018 |
Ordinary Shares Shares (In Thousands) Amount Capital Surplus 417,294 $ 4,172,945 $ 334,382 - - - - - - - - - 417,294 4,172,945 334,382 - - - 417,294 4,172,945 334,382 - - - - - - - - - - - - - - - - - - 417,294 $ 4,172,945 $ 334,382 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 1,617,952 $ - $ 3,207,608 - - 466,471 - - 115 - - 466,586 1,617,952 - 3,674,194 - - - 1,617,952 - 3,674,194 46,647 - (46,647) - 242,486 (242,486) - - (292,106) - - 957,635 - - (10,142) - - 947,493 $ 1,664,599 $ 242,486 $ 4,040,448 |
Other Equity Exchange Differences on Unrealized Loss on Financial Assets at Fair Value Through Unrealized Gain (Loss) on Translating Other Available-for- Foreign Comprehensive sale Financial Operations Income Assets $ 483,294 $ - $ (102,743) - - - (614,331) - (8,706) (614,331) - (8,706) (131,037) - (111,449) - (51,523) 111,449 (131,037) (51,523) - - - - - - - - - - - - - 257,627 (109,935) - 257,627 (109,935) - $ 126,590 $ (161,458) $ - |
Total Equity $ 9,713,438 466,471 (622,922) (156,451) 9,556,987 59,926 9,616,913 - - (292,106) 957,635 137,550 1,095,185 $ 10,419,992 |
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|---|---|---|---|---|---|
| Shares (In Thousands) 417,294 - - - 417,294 - 417,294 - - - - - - 417,294 |
The accompanying notes are an integral part of the financial statements.
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TAIWAN NAVIGATION CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation and amortization expenses Net loss (gain) on fair value change of financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries and associates accounted for using the equity method Unrealized loss (gain) on foreign currency exchange, net Changes in operating assets and liabilities Financial assets held for trading Financial assets mandatorily classified as at fair value through profit or loss Accounts receivable Trade receivables from related parties Prepayments Other current assets Other financial assets Contract liabilities Notes and accounts payable Trade payables to related parties Other payables Advance receipts Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Purchase of financial asset at fair value through other comprehensive income Acquisition of property, plant and equipment Decrease (increase) in other financial assets Decrease in other non-current assets Interest received Dividends received Net cash generated from (used in) investing activities |
2018 $ 988,635 42,482 15,038 3,073 (3,332) (6,885) (924,752) 196 - 32,019 (4,515) (22,049) (1,795) (746) (6,112) (3,077) 2,535 (28,738) 26,468 - 80 (16,465) 92,060 (17,387) 74,673 - (45,750) (3,020) 64,727 4,431 9,071 10,012 39,471 |
2017 $ 487,071 36,804 (25,084) 1,554 (2,058) (5,967) (340,361) (281) 10,129 - 21,891 23,540 2,280 19 (15,516) - (4,887) 21,285 25,333 17,375 713 (7,222) 246,618 (11,773) 234,845 (358,509) - (15,381) (113,872) 17,342 7,779 6,228 (456,413) (Continued) |
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TAIWAN NAVIGATION CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Increase (decrease) in other non-current liabilities Cash dividends paid Interest paid Net cash (used in) generated from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2018 $ 222,177 (432) (292,106) (3,076) (73,437) 40,707 79,113 $ 119,820 |
2017 $ 208,000 2,067 - (1,471) 208,596 (12,972) 92,085 $ 79,113 |
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The accompanying notes are an integral part of the financial statements.
(Concluded)
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NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
TAIWAN NAVIGATION CO., LTD.
1. GENERAL INFORMATION
Taiwan Navigation Co., Ltd. (the “Corporation”), whose shares are listed on the Taiwan Stock Exchange, was originally majority-owned by the Taiwan Provincial Government but was privatized on June 20, 1998. The Corporation mainly engages in passenger and freight transport via water, port warehousing, aquatic sand mining, and navigation channel dredging and also acts as a shipping agency, provides tugboats, and acts as a land owner in agreements with construction companies for the use of its land for the construction of residential and commercial buildings for sale and rental.
The financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the Corporation’s board of directors on March 26, 2019.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Corporation’s accounting policies:
1) IFRS 9 “Financial Instruments” and related amendments
IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for the classification, measurement, and impairment of financial assets. Refer to Note 4 for information relating to the relevant accounting policies.
The requirements for the classification, measurement, and impairment of financial assets have been applied retrospectively starting from January 1, 2018, and the requirements for hedge accounting have been applied prospectively. IFRS 9 is not applicable to items that have already been derecognized as of December 31, 2017.
Classification, measurement, and impairment of financial assets
On the basis of the facts and circumstances that existed as of January 1, 2018, the Corporation has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.
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The following table shows the original measurement categories and carrying amounts under IAS 39 and the new measurement categories and carrying amounts under IFRS 9 for each class of the Corporation’s financial assets as of January 1, 2018.
| Measure Financial Asset IAS 39 Cash and cash equivalents Loans and receivables Derivatives At fair value through profit or loss (FVTPL) Equity securities Available ‑for‑saleMutual funds Held ‑for‑tradingTime deposits with original maturities of more than 3 months Loans and receivables Accounts receivable (including related parties) Loans and receivables Others financial assets Loans and receivables Financial Asset IAS 39 Carrying Amount as of January 1, 2018 FVTOCI Equity instruments Add: Reclassification from available-for-sale (IAS 39) $ - Amortized cost - Add: Reclassification from loans and receivables (IAS 39) - $ - |
Measure | ment Category | Carrying IAS 39 $ 79,113 97,827 374,141 32,007 146,122 89,713 17,834 IFRS 9 Carrying Amount as of January 1, 2018 $ 434,067 332,782 $ 766,849 |
**Carrying ** | Amount IFRS 9 Remark $ 79,113 a) 97,827 d) 434,067 b) 32,007 c) 146,122 a) 89,713 a) 17,834 a) Other Equity Effect on January 1, 2018 Remark $ 59,926 b) - a) $ 59,926 |
|---|---|---|---|---|---|
| IFRS 9 At amortized cost Mandatorily at FVTPL At fair value through other comprehensive income (FVTOCI) - equity instruments Mandatorily at FVTPL At amortized cost At amortized cost At amortized cost Reclassifi- cation Remea- surement $ 374,141 $ 59,926 332,782 - $ 706,923 $ 59,926 |
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$ |
$ |
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a) Cash and cash equivalents, accounts receivable (including related parties), time deposits with original maturities of more than 3 months and other financial assets that were previously classified as loans and receivables under IAS 39 are classified as at amortized cost with an assessment of expected credit losses under IFRS 9, because the contractual cash flows were solely payments of principal and interest on the principal outstanding and these investments were held within a business model whose objective is to collect contractual cash flows.
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b) The Corporation elected to designate all its investments in equity securities previously classified as available-for-sale under IAS 39 as at FVTOCI under IFRS 9, because these investments are not held for trading. As a result, the related other equity - unrealized loss on available-for-sale financial assets of $(111,449) thousand was reclassified to other equity - unrealized loss on financial assets at FVTOCI.
Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of $59,926 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain on financial assets at FVTOCI on January 1, 2018.
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c) Mutual funds previously classified as held for trading under IAS 39 were classified mandatorily as at FVTPL under IFRS 9, because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments.
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d) Mandatory convertible bond investments were designated as at FVTPL under IAS 39 because they were hybrid instruments. They have been classified as mandatorily measured at FVTPL in their entirety under IFRS 9 since they contain host contracts that are assets within the scope of IFRS 9.
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2) IFRS 15 “Revenue from Contracts with Customers” and related amendments
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers and supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts”, and a number of revenue-related interpretations. Refer to Note 4 for related accounting policies.
The Corporation evaluated the retrospective application of IFRS 15 on assets, liabilities, and equity as of January 1, 2018 and the comprehensive income and cash flows for the year ended December 31, 2018. The application of IFRS 15 has no material impact on the Corporation. The following table shows the impact on the classification of assets and liabilities.
The impact on assets, liabilities and equity as of January 1, 2018 from the initial application of IFRS 15 is set out below:
| As Originally Stated Adjustments Arising from Initial Application Current liabilities Contract liabilities $ - $ 25,721 Advance receipts 25,721 (25,721) Total effect on liabilities $ 25,721 $ - Impact on assets, liabilities and equity for current year |
Restated $ 25,721 - $ 25,721 |
|---|---|
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Increase in contract liabilities - current | $ |
22,644 |
| Decrease in advance receipts | (22,644) | |
| Total effect on liabilities | $ |
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- b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019
| New, Amended or Revised Standards and Interpretations (the “New IFRSs”) Annual Improvements to IFRSs 2015-2017 Cycle Amendments to IFRS 9 “Prepayment Features with Negative Compensation” IFRS 16 “Leases” Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” Amendments to IAS 28 “Long-term Interests in Associates and Joint Ventures” IFRIC 23 “Uncertainty over Income Tax Treatments” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2019 January 1, 2019 (Note 2) January 1, 2019 January 1, 2019 (Note 3) January 1, 2019 January 1, 2019 |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: The FSC permits the election for early adoption of the amendments starting from January 1, 2018.
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Note 3: The Corporation shall apply these amendments to plan amendments, curtailments, or settlements occurring on or after January 1, 2019.
IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17, IFRIC 4 and a number of related interpretations.
Definition of a lease
Upon initial application of IFRS 16, the Corporation will elect to apply the guidance of IFRS 16, in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.
The Corporation as lessee
Upon initial application of IFRS 16, the Corporation will recognize right-of-use assets and lease liabilities for all leases on the balance sheets except for those whose payments under low-value and short-term leases will be recognized as expenses on a straight-line basis. On the statements of comprehensive income, the Corporation will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within financing activities. Currently, payments under operating lease contracts are recognized as expenses on a straight-line basis. Cash flows for operating leases are classified within operating activities on the statements of cash flows.
The Corporation anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information will not be restated.
Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets will be measured at an amount equal to the lease liabilities. The Corporation will apply IAS 36 to all right-of-use assets.
The Corporation expects to apply the following practical expedients:
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a) The Corporation will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
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b) The Corporation will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
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c) The Corporation will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.
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d) The Corporation will use hindsight, such as in determining lease terms, to measure lease liabilities.
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The Corporation as lessor
The Corporation will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019.
The initial application of IFRS 16 is not expected to have a material impact on the Corporation’s assets, liabilities and equity as of January 1, 2019.
Except for the above impact, as of the date the financial statements were authorized for issue, the Corporation assesses that the application of other standards and interpretations will have no material impact on the Corporation’s financial position and financial performance.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 3 “Definition of a Business” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IAS 1 and IAS 8 “Definition of Material” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2020 (Note 2) To be determined by IASB January 1, 2021 January 1, 2020 (Note 3) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
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Note 3: The Corporation shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”).
- b. Basis of preparation
The financial statements have been prepared on the historical cost basis except for the financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
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The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
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3) Level 3 inputs are unobservable inputs on an asset or liability.
When preparing these financial statements, the Corporation used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in its financial statements to be the same as the amounts attributable to the owners of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for by using the equity method, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income of subsidiaries and associates and the related equity items, as appropriate, in these financial statements.
- c. Classification of current and non-current assets and liabilities
Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and
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3) Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Foreign currencies
In preparing the Corporation’s financial statements, transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
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Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of transaction.
For the purposes of presenting financial statements, the functional currencies of the Corporation’s foreign operations are translated into the presentation currency, the New Taiwan dollars, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting year, and income and expense items are translated at the average exchange rates for the year. The resulting currency translation differences are recognized in other comprehensive income.
On the disposal of a foreign operation (i.e. a disposal of the Corporation’s entire interest in a foreign operation, or a disposal involving loss of joint control over a subsidiary that includes a foreign operation, or a partial disposal of a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Corporation losing control over the subsidiary, the proportionate share of accumulated exchange differences is included in the calculation of equity transactions but is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
- e. Investments in subsidiaries
The Corporation uses the equity method to account for its investments in subsidiaries.
A subsidiary is an entity that is controlled by the Corporation.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries.
Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
When the Corporation’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the subsidiary), the Corporation continues recognizing its share of further losses.
Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.
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The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. If the recoverable amount of the investment subsequently increases, the Corporation recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
When the Corporation loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides this, the Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Corporation had directly disposed of the related assets or liabilities.
Profits or losses resulting from downstream transactions are eliminated in full only in the Corporation’s financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the Corporation’s financial statements only to the extent of interests in the subsidiaries that are not related to the Corporation.
f. Investment in associates
An associate is an entity over which the Corporation has significant influence and which is neither a subsidiary nor an interest in a joint venture.
The Corporation uses the equity method to account for its investments in associates. Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the associate. The Corporation also recognizes the changes in the Corporation’s share of the equity of associates attributable to the Corporation.
When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Corporation’s share of losses of an associate equals or exceeds its interest in that associate, the Corporation discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Corporation has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
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The Corporation discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.
When a Corporation transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Corporation’s financial statements only to the extent that interests in the associate are not related to the Corporation.
g. Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Freehold land is not depreciated.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- h. Investment properties
Investment properties are properties held to earn rentals or for capital appreciation. Investment properties also included land held for a currently undetermined future use.
Investment properties are initially measured at cost. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- i. Impairment of tangible assets
At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
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The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
- j. Financial instruments
Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
- 1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
2018
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 22.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, accounts receivable at amortized cost and other financial assets, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
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i) Purchased or originated credit impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and
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ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- iii. Investments in equity instruments at FVTOCI
On initial recognition, the Corporation may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
2017
Financial assets are classified into the following categories: Financial assets at FVTPL, available-for-sale financial assets, and loans and receivables.
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are either held for trading or designated as at FVTPL.
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Financial assets at FVTPL are stated at fair value, with any gains or losses arising on their remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial assets. Fair value is determined in the manner described in Note 22.
ii. Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at FVTPL.
Available-for-sale financial assets are measured at fair value. Changes in the carrying amounts of available-for-sale monetary financial assets (relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments) are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when such investments are disposed of or are determined to be impaired.
Dividends on available-for-sale equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established.
Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and presented as a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and fair value of such financial assets is recognized in other comprehensive income. Any impairment losses are recognized in profit and loss.
iii. Loans and receivables
Loans and receivables are measured at amortized cost using the effective interest method less any impairment, except for short-term receivables when the effect of discounting is immaterial.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- b) Impairment of financial assets
2018
The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost.
The Corporation always recognizes lifetime expected credit losses (ECLs) for accounts receivable. For all other financial instruments, the Corporation recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Corporation measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
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Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Corporation recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.
2017
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of such financial assets, that the estimated future cash flows of the investment have been affected.
Financial assets at amortized cost, such as accounts receivable, are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Corporation’s past experience with collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in economic conditions that correlate with defaults on receivables.
For a financial asset at amortized cost, the amount of the impairment loss recognized is the difference between such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For a financial asset at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment (at the date on which the impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized.
For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.
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In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of such an investment can be objectively related to an event occurring after the recognition of the impairment loss.
For a financial asset measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of its estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, with the exception of accounts receivable, where the carrying amount is reduced through the use of an allowance account. When accounts receivable are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible accounts receivable that are written off against the allowance account.
- c) Derecognition of financial assets
The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Financial liabilities
Financial liabilities are measured at amortized cost using the effective interest method. The difference between the carrying amount of a financial liability derecognized and the consideration paid is recognized in profit or loss.
k. Revenue recognition
2018
The Corporation identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
For contracts where the period between the date on which the Corporation transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Corporation does not adjust the promised amount of consideration for the effects of a significant financing component.
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Services for ship management, ship chartering and freight transport
As the Corporation provides services for ship management, ship chartering and freight transport, customers simultaneously obtain and consume the benefit provided by the Corporation’s performance, and the relevant revenue is recognized when the services are provided. The revenue from ship management and ship chattering services are recognized with reference to the number of days incurred, and the revenue from freight transport services is recognized with reference to the stage of completion of the services provided.
2017
The Corporation identifies contracts with the customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligation are satisfied.
1) Service income
Service income is recognized when services are provided.
The revenue from ship management and ship chattering services is recognized with reference to the stage of completion of the relevant contract.
- 2) Dividend and interest income
Dividend income from investments is recognized when a shareholder’s right to receive payment has been established and provided that it is probable that the economic benefits will flow to the Corporation and that the amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably. Interest income is accrued on a time basis with reference to the principal outstanding and at the applicable effective interest rate.
l. Leasing
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
- 1) The Corporation as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
- 2) The Corporation as lessee
Operating lease payments are recognized as expenses on a straight-line basis over the lease term.
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m. Employee benefits
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1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
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2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur or when the plan amendment or curtailment occurs/or when the settlement occurs. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities represent the actual deficit in the Corporation’s defined benefit plans.
- n. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
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3) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Corporation’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents Time deposits with original maturities of less than 3 months |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 262 21,270 98,288 $ 119,820 |
2017 $ 262 14,867 63,984 $ 79,113 |
The market rate intervals of cash in banks and cash equivalents at the end of the reporting period were as follows:
| Bank balance and cash equivalents | December 31 |
|---|---|
| 2018 2017 0.01%-3.30% 0.01%-1.66% |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at FVTPL-current Derivative financial assets Mandatory convertible bonds Mutual funds |
December | 31 | |
|---|---|---|---|
| 2018 $ 76,777 - $ 76,777 |
2017 $ - 32,007 $ 32,007 (Continued) |
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| 8. | December 31 2018 2017 Financial assets at FVTPL-non-current Derivative financial assets Mandatory convertible bonds $ - $ 97,827 (Concluded) FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - 2018 December 31, 2018 Current Domestic investments Listed shares Yang Ming Marine Transport Corporation $ 116,247 Non-current Domestic investments Private placement listed shares Yang Ming Marine Transport Corporation $ 145,794 Unlisted shares Chunghwa Investment Co., Ltd. 49,943 195,737 Foreign investments Unlisted shares Taiwan Foundation International Pte. Ltd. 45,864 $ 241,601 |
**December ** | **31 ** | |
|---|---|---|---|---|
The Corporation’s investments in the ordinary shares mentioned above are expected to earn profit through dividend income. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Corporation’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as available-for-sale under IAS 39. Refer to Notes 3 and 9 for information relating to their reclassification and comparative information for 2017.
9. AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017
Current Domestic investments Listed shares
December 31, 2017 $ 151,914 (Continued)
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| December 31, | |
|---|---|
| 2017 | |
| Non-current | |
| Domestic investments | |
| Private placement listed shares | $ 176,327 |
| (Concluded) |
The Corporation invested in restricted private shares of domestic listed companies. Because the impact of share restrictions is reliably measured and the results are comparable to those of the average market participant, the aforementioned equity investments were classified as available-for-sale financial assets - non-current.
10. ACCOUNTS RECEIVABLE, NET
| At amortized cost Gross carrying amount Less: Allowance for impairment loss |
**December ** | **31 ** | |
|---|---|---|---|
| 2018 $ 58,983 2,600 $ 56,383 |
2017 $ 54,467 2,600 $ 51,867 |
In 2018
The Corporation applies the simplified approach to allowing for expected credit losses prescribed by IFRS 9, which permits the use of a lifetime expected credit losses allowance for all accounts receivable. The expected credit losses on accounts receivables are estimated by reference to past default experience with the respective debtors and an analysis of the debtors’ current financial positions. As the Corporation’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the loss allowance, which is based on the past due status of receivables, is not further distinguished according to the different segments of the Corporation’s customer base.
The Corporation writes off an account receivable when there is information indicating that the debtor is experiencing severe financial difficulty and there is no realistic prospect of recovery of the receivable. For accounts receivables that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss.
The aging of receivables is as follows:
| December 31, | |
|---|---|
| 2018 | |
| Up to 60 days | $ 58,160 |
| 61-90 days | 596 |
| More than 90 days | 227 |
| Gross carrying amount | 58,983 |
| Loss allowance (lifetime ECLs) | (2,600) |
| Amortized cost | $ 56,383 |
- 29 -
The movements of the loss allowance for accounts receivable were as follows:
| Balance at January 1, 2018 per IAS 39 Adjustment on initial application of IFRS 9 Balance at January 1, 2018 and December 31, 2018 per IFRS 9 |
2018 $ 2,600 - |
|---|---|
| $ 2,600 |
In 2017
The Corporation applied the same credit policy in 2018 and 2017. Due to insignificant risks on the recoverability of the Corporation’s notes receivable and accounts receivable historically, an allowance for impairment loss was recognized based on the estimated irrecoverable amounts determined by reference to the Corporation’s past default experience with the respective counterparties and an analysis of their current financial positions.
For the balances of some notes and accounts receivable that were past due at the end of the reporting period, the Corporation did not recognize an allowance for impairment loss because there was no significant change in credit quality and the amounts were still considered recoverable. The Corporation did not hold any collateral or other credit enhancements for these balances.
The aging of receivables was as follows:
| December 31, | |
|---|---|
| 2017 | |
| Up to 60 days | $ 40,414 |
| 61-90 days | 13,161 |
| More than 90 days | 892 |
| $ 54,467 |
The above aging schedule was based on the number of days past due days from the invoice date.
The aging of receivables that were past due but not impaired was as follows:
| December 31, | |
|---|---|
| 2017 | |
| Up to 30 days | $ 13,161 |
| 31-60 days | 883 |
| More than 60 days | 9 |
| $ 14,053 |
The above aging schedule was based on the number of past due days from the end of the credit term.
As of December 31, 2017, the amounts of the allowances for impairment loss individually and collectively assessed for were $2,600 thousand.
The Corporation did not hold any collateral over these balances.
- 30 -
11. OTHER FINANCIAL ASSETS
| Time deposits with original maturities of more than 3 months Others |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 81,395 23,946 $ 105,341 |
2017 $ 146,122 17,834 $ 163,956 |
The market rate intervals of time deposits with original maturities of more than 3 months at the end of the reporting period were as follows:
| **December 31 ** | **December 31 ** |
|---|---|
| 2018 | 2017 |
| 2.56%-3.15% | 1.55%-2.02% |
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| a. Investments in subsidiary Tai Shing Maritime Co., S.A. (Tai Shing) ShinWang Maritime Inc. (Shin Wang) |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 8,651,166 105,158 $ 8,756,324 |
2017 $ 7,547,150 30,458 $ 7,577,608 |
At the end of the reporting period, the Corporation holds 100% interest in the subsidiaries.
| b. Investments in associates Associates that are not individually material Yunn Wang Investment Co., Ltd. |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 115,001 |
2017 $ 102,431 |
At the end of the reporting period, the Corporation holds 49.75% interest in Yunn Wang Investment Co., Ltd. (Yunn Wang).
Refer to Table 4 “Information on Investees” (following these Notes to Financial Statements) for the nature of activities, principal place of business and country of incorporation of Yunn Wang.
The share of profit or loss and other comprehensive income of Yunn Wang were calculated based on the financial statements that have been audited.
- 31 -
The aggregate information of associates is as follows:
The Corporation’s share of: Net profit (loss) for the year Other comprehensive income Total comprehensive income for the year |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 3,663 12,034 $ 15,697 |
2017 $ (137) 21,562 $ 21,425 |
13. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2017 Additions Disposals Balance at December 31, 2017 Accumulated depreciation Balance at January 1, 2017 Disposals Depreciation expenses Balance at December 31, 2017 Carrying amounts at December 31, 2017 Cost Balance at January 1, 2018 Additions Disposals Balance at December 31, 2018 Accumulated depreciation Balance at January 1, 2018 Disposals Depreciation expenses Balance at December 31, 2018 Carrying amounts at December 31, 2018 |
Land $ 191,103 - - $ 191,103 $ 191,103 $ 191,103 - - $ 191,103 $ 191,103 |
Buildings Transportation Equipment $ 82,555 $ 1,551,086 - 15,296 - (13,004) $ 82,555 $ 1,553,378 $ 32,926 $ 1,050,365 - (13,004 ) 1,712 32,957 $ 34,638 $ 1,070,318 $ 47,917 $ 483,060 $ 82,555 $ 1,553,378 - 1,982 - (1,488) $ 82,555 $ 1,553,872 $ 34,638 $ 1,070,318 - (1,488 ) 1,712 38,651 $ 36,350 $ 1,107,481 $ 46,205 $ 446,391 |
Other Equipment $ 2,614 85 - $ 2,699 $ 2,493 - 88 $ 2,581 $ 118 $ 2,699 1,038 - $ 3,737 $ 2,581 - 242 $ 2,823 $ 914 |
Total $ 1,827,358 15,381 (13,004) $ 1,829,735 $ 1,085,784 (13,004 ) 34,757 $ 1,107,537 $ 722,198 $ 1,829,735 3,020 (1,488) $ 1,831,267 $ 1,107,537 (1,488 ) 40,605 $ 1,146,654 $ 684,613 |
|---|---|---|---|---|
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings Main buildings 48-60 years Renovation work 8 years Transportation equipment Vessels 25 years Drydock 2 years Vehicles and motorcycles 3-8 years Other equipment 3-10 years
Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 24.
- 32 -
Depreciation expenses related to property, plant and equipment and investment properties are as follows:
| For the Year Ended December 31 2018 2017 Operating costs $ 40,028 $ 34,133 Operating expenses 1,929 1,976 $ 41,957 $ 36,109 Amortization expenses related to other non-current assets are as follows: For the Year Ended December 31 2018 2017 Operating expenses $ 525 $ 695 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 525 |
2017 $ 695 |
14. INVESTMENT PROPERTIES
| Cost Land Buildings Less: Accumulated depreciation - buildings |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 1,055,678 120,895 1,176,573 79,203 $ 1,097,370 |
2017 $ 1,055,678 121,072 1,176,750 78,028 $ 1,098,722 |
Investment properties are depreciated using the straight-line method over their estimated useful lives of 60 years.
The fair value of investment properties were not appraised by independent valuers. The management of the Corporation used the valuation model that market participants use in determining the fair value. The valuation was arrived at by reference to market evidence of transaction prices for similar properties.
| Fair value |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2018 $ 3,555,321 |
2017 $ 3,505,306 |
- 33 -
Rental income and operating expenses directly related to investment properties are as follows:
Rental income related to investment properties Operating expenses directly related to investment properties Direct operating expenses from investment properties generating rental income Direct operating expenses from investment properties not generating rental income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 52,658 $ 15,904 398 $ 16,302 |
2017 $ 48,360 $ 16,821 438 $ 17,259 |
15. BORROWINGS
Short-term Borrowings
| Unsecured borrowings Line of credit borrowings |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2018 $ 465,177 |
2017 $ 243,000 |
As of December 31, 2018 and 2017, the rates of line of credit borrowings were 0.95%.
16. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 7% of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation contribute amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.
- 34 -
The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 106,805 (37,992) $ 68,813 |
2017 $ 101,626 (26,490) $ 75,136 |
Movements in net defined benefit liabilities were as follows:
| Present Value | |||||
|---|---|---|---|---|---|
| of the Defined | Net Defined | ||||
| Benefit | Fair Value of | Benefit | |||
| Obligation | the Plan Assets | Liabilities | |||
| Balance at January 1, 2017 | $ 111,714 |
$ (29,241) |
$ | 82,473 |
|
| Service cost | |||||
| Current service cost | 1,939 | - | 1,939 | ||
| Interest expense (income) | 1,257 |
(332) |
925 | ||
| Recognized in profit or loss | 3,196 |
(332) |
2,864 | ||
| Remeasurement | |||||
| Return on plan assets (excluding amounts | |||||
| included in net interest) | - | 40 | 40 | ||
| Actuarial loss - changes in demographic | |||||
| assumptions | 4,411 | - | 4,411 | ||
| Actuarial loss - experience adjustments | (4,566) |
- |
(4,566) | ||
| Recognized in other comprehensive income | (155) |
40 |
(115) | ||
| Contributions from the employer | - | (6,121) | (6,121) | ||
| Benefits paid | (13,129) |
9,164 |
(3,965) | ||
| Balance at December 31, 2017 | 101,626 | (26,490) | 75,136 | ||
| Service cost | |||||
| Current service cost | 1,783 | - | 1,783 | ||
| Interest expense (income) | 1,143 |
(365) |
778 | ||
| Recognized in profit or loss | 2,926 |
(365) |
2,561 | ||
| Remeasurement | |||||
| Return on plan assets (excluding amounts | |||||
| included in net interest) | - | (851) | (851) | ||
| Actuarial loss - changes in demographic | |||||
| assumptions | 3,431 | - | 3,431 | ||
| Actuarial loss - changes in financial | |||||
| assumptions | 1,256 | - | 1,256 | ||
| Actuarial loss - experience adjustments | 6,306 |
- |
(6,306) | ||
| Recognized in other comprehensive income | 10,993 |
(851) |
10,142 | ||
| Contributions from the employer | - | (12,059) | (12,059) | ||
| Benefits paid | (8,740) |
1,773 |
(6,967) | ||
| Balance at December 31, 2018 | $ 106,805 |
$ (37,992) |
$ | 68,813 |
- 35 -
Through the defined benefit plans under the Labor Standards Law, the Corporation is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate of salary increase |
December 31 |
|---|---|
| 2018 2017 1% 1.125% 3% 3% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase 0.25% increase 0.25% decrease |
**December ** | **31 ** | |
|---|---|---|---|
| 2018 $ (2,600) $ 2,713 $ 2,619 $ (2,524) |
2017 $ (2,364) $ 2,464 $ 2,381 $ (2,297) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
**December ** | **31 ** | |
|---|---|---|---|
| 2018 $ 948 10.5 years |
2017 $ 12,041 10.2 years |
- 36 -
The details of employee benefits expense were as follow:
Post-employment benefits Defined contribution plans Defined benefit plans Other employee benefits An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 10,182 2,561 12,743 325,422 $ 338,165 $ 229,298 108,867 $ 338,165 |
2017 $ 9,430 2,864 12,294 287,044 $ 299,338 $ 219,048 80,290 $ 299,338 |
Employee’s compensation and remuneration of directors and supervisors
According to the Articles of Incorporation of the Corporation, the Corporation accrued employees’ compensation at the rates of no less than 0.5% and remuneration of directors and supervisors at rates of no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors.
The employee’s compensation accrued at the rate of 1% were $10,088 thousand and $4,975 thousand for the years ended December 31, 2018 and 2017, respectively; and the remuneration of directors and supervisors accrued at the rate of 1% were $10,088 thousand and $4,974 thousand, respectively.
If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
The employees’ compensation and remuneration of directors and supervisors for the year ended December 31, 2017, which were approved by the Corporation’s board of directors in March 2018, was as follows:
Amount
| Employees’ compensation Remuneration of directors and supervisors |
For the Year Ended December 31, 2017 |
|---|---|
| Cash $ 4,970 4,970 |
The employees’ compensation and the remuneration of directors and supervisors were not estimated for 2016 because of the Corporation’s loss for the year ended December 31, 2016.
- 37 -
The actual amounts of the employees’ compensation and remuneration of directors and supervisors paid for 2017 differed from the amounts recognized in the financial statements for the year ended December 31, 2017. The differences were adjusted to profit and loss for the year ended December 31, 2018.
| Amounts approved in the board of directors’ meeting Amounts recognized in the annual consolidated financial statements |
For the Year Ended December 31, 2017 |
|---|---|
| Employees’ Compensation Remuneration of Directors and Supervisors $ 4,970 $ 4,970 $ 4,975 $ 4,974 |
Information on the employees’ compensation and remuneration of directors and supervisors resolved by the Corporation’s board of directors in 2018 and 2017 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
17. EQUITY
a. Ordinary shares
| Numbers of shares authorized (in thousands) Value of shares authorized Number of shares issued and fully paid (in thousands) Value of shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2018 480,000 $ 4,800,000 417,294 $ 4,172,945 |
2017 480,000 $ 4,800,000 417,294 $ 4,172,945 |
b. Capital surplus
| Treasury share transactions Donations |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 334,352 30 $ 334,382 |
2017 $ 334,352 30 $ 334,382 |
Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
- c. Retained earnings and dividends policy
Under the dividends policy as set out in the Corporation’s Articles of Incorporation, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit or until the legal reserve equals the Corporation’s paid-in capital, and setting aside or reversing a special reserve in accordance with the laws and regulations. Then, any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors, refer to Note 16.
- 38 -
The Articles of Incorporation also stipulate a dividends policy whereby the payment of cash dividends takes precedence over the issuance of share dividends. In principle, cash dividends shall not be less than 50% of the total dividends distributed.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865 issued by the FSC should be appropriated to a special reserve by the Corporation.
The appropriations of earnings for 2017 which were approved in shareholders’ meetings in June 2018 were as follows:
| Legal reserve Special reserve Cash dividends |
For the Year Ended December 31, 2017 |
|---|---|
| Appropriation of Earnings Dividends Per Share (NT$) $ 46,647 242,486 292,106 $0.7 |
Information on deficit compensation for 2016 approved in the shareholders’ meetings is available on the Market Observation Post System website of the Taiwan Stock Exchange.
The appropriation of earnings for 2018 are subject to the resolution in the shareholders’ meeting to be held in June 2019.
18. REVENUE
Revenue from contracts with customers Revenue from transportation Rental income Rental income from investment properties (Note 14) Other operating revenue Other revenue Contract liabilities Contract liabilities |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2018 $ 1,212,693 52,658 10,859 $ 1,276,210 December 31, 2018 $ 22,644 |
2017 $ 1,187,164 48,360 4,575 $ 1,240,099 January 1, 2018 $ 25,721 |
The changes in the balance of contract liabilities primarily result from the timing difference between the Corporation’s performance and the respective customer’s payment
- 39 -
For the year ended December 31, 2018, the Corporation recognized $5,637 thousand as revenue from the beginning balance of contract liability.
19. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of tax expense were as follows:
Current tax In respect of the current year Adjustments for prior years Deferred tax In respect of the current year Effect of tax rate changes Income tax expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2018 $ 15,499 122 15,621 14,479 900 15,379 $ 31,000 |
2017 $ 21,086 39 21,125 (525) - (525) $ 20,600 |
A reconciliation of accounting profit and income tax expense is as follows:
Profit before tax Income tax expense calculated at the statutory rate Tax effect of adjusting items: Tax-exempt income Unrecognized deductible temporary differences Effect of tax rate changes Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 988,635 $ 197,727 1,952 (169,701) 900 122 $ 31,000 |
2017 $ 487,071 $ 82,802 (4,357) (57,884) - 39 $ 20,600 |
In 2017, the applicable corporate income tax rate used by the Corporation in the ROC is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%.
As the status of the 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.
- 40 -
b. Current tax assets and liabilities
| Current tax assets Tax refund receivable (included in other current assets) Current tax liabilities Income tax payable (included in other current liabilities) |
December | 31 | |
|---|---|---|---|
| 2018 $ - $ 4,011 |
2017 $ 3,536 $ 9,313 |
Current income tax payable is the net amount of December 31, 2018 and 2017, deducted by $11,488 thousand and $11,773 thousand of prepaid income tax, respectively.
c. Deferred tax assets and liabilities
The movements of deferred tax assets (included in other non-current assets) and deferred tax liabilities were as follows:
For the year ended December 31, 2018
| Deferred tax assets Temporary differences Unrealized exchange gains and losses Others Deferred tax liabilities Temporary differences Reserve for land value increment tax Share of profit of subsidiaries and associates accounted for using the equity method |
Opening Balance Effect of Tax Rate Changes Recognized in Profit or Loss $ 185 $ 32 $ 98 491 87 (60) $ 676 $ 119 $ 38 $ 282,241 $ - $ - 5,779 1,019 14,517 $ 288,020 $ 1,019 $ 14,517 |
Closing Balance $ 315 518 $ 833 $ 282,241 21,315 $ 303,556 |
|---|---|---|
- 41 -
For the year ended December 31, 2017
| Deferred tax assets Temporary differences Unrealized exchange gains and losses Others Deferred tax liabilities Temporary differences Reserve for land value increment tax Share of profit of subsidiaries and associates accounted for using the equity method Unrealized exchange gains and losses |
Opening Balance Recognized in Profit or Loss Closing Balance $ - $ 185 $ 185 414 77 491 $ 414 $ 262 $ 676 $ 282,241 $ - $ 282,241 5,777 2 5,779 265 (265) - $ 288,283 $ (263) $ 288,020 |
|---|---|
- d. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized.
As of December 31, 2018 and 2017, the taxable temporary differences associated with investment in subsidiaries for which no deferred tax liabilities have been recognized were $5,148,718 thousand and $4,300,213 thousand, respectively.
- e. Income tax assessments
The income tax returns of the Corporation through 2016 have been assessed by the tax authorities.
20. EARNINGS PER SHARE
Basic earnings per share Diluted earnings per share Net Profit for the Period Earnings used in the computation of basic earnings per share |
Unit: NT$ Per Share **For the Year Ended December 31 ** |
Unit: NT$ Per Share **For the Year Ended December 31 ** |
Unit: NT$ Per Share **For the Year Ended December 31 ** |
|---|---|---|---|
| 2018 $ 2.29 $ 2.29 For the Year Ended |
2017 $ 1.12 $ 1.12 December 31 |
||
| 2018 $ 957,635 |
2017 $ 466,471 |
- 42 -
Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares)
Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 417,294 604 417,898 |
2017 417,294 300 417,594 |
If the Corporation offered to settle compensation paid to employees in cash or shares, the Corporation assumed the entire amount of the compensation will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
21. CAPITAL MANAGEMENT
The Corporation manages its capital to ensure that entities in the Corporation will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Corporation’s overall strategy remains unchanged in the future.
Key management personnel of the Corporation review the capital structure on an annual basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Corporation may adjust the amount of dividends paid to shareholders, the number of new shares issued, or the existing debt redeemed.
22. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
The Corporation’s management believes that the carrying amount of financial assets and liabilities recognized in the financial statements approximate their fair values or their fair values cannot be reliably measured.
-
43 -
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2018 Financial assets at FVTPL Derivative financial assets Financial assets at FVTOCI Investments in equity instruments Listed shares - ROC Unlisted shares - ROC Unlisted shares - foreign December 31, 2017 Financial assets at FVTPL Derivative financial assets Non-derivative financial assets held for trading Available-for-sale financial assets Investments in equity instruments Listed shares - ROC |
Level 1 $ - $ 116,247 - - $ 116,247 Level 1 $ - 32,007 $ 32,007 $ 151,914 |
Level 2 $ 76,777 $ 145,794 - - $ 145,794 Level 2 $ 97,827 - $ 97,827 $ 176,327 |
Level 3 $ - $ - 49,943 45,864 $ 95,807 Level 3 $ - - $ - $ - |
Total $ 76,777 $ 262,041 49,943 45,864 $ 357,848 Total $ 97,827 32,007 $ 129,834 $ 328,241 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 in the current and prior periods.
-
2) Valuation techniques and inputs applied for Level 2 fair value measurement
-
a) Derivative financial assets with no market price available for reference of their fair values have their fair values estimated using the respective mandatory convertible bonds’ evaluation model. The estimations and assumptions used by the Corporation for the evaluation method are consistent with those used by market participants in the pricing of financial instruments.
-
b) Domestic listed private shares with no market price available for reference of their fair values have their fair values estimated using the evaluation method. The estimations and assumptions used by the Corporation for the evaluation method are consistent with those used by market participants in the pricing of financial instruments. The relevant information used in the evaluation was obtainable by the Corporation.
The evaluation method used by the Corporation for estimating fair value is the Black-Scholes model.
-
44 -
-
3) Valuation techniques and inputs applied for Level 3 fair value measurement
Unlisted equity securities - ROC held by the Corporation are mainly investment in domestic listed shares. Besides, the asset of unlisted shares - foreign held by the Corporation were mainly bank deposits as of December 31, 2018. Thus, the aforementioned unlisted equity securities were evaluated using the asset-based approach. Separate assets and liabilities of the underlying investments were respectively regarded as individual evaluation targets and were evaluated according to their nature to reflect their overall fair value. Unobservable inputs used by the Corporation were an 89.75% discount rate for lack of marketability as of December 31, 2018. If the discount rate for lack of marketability were to increase/decrease by 1% and all other variables were held constant, the fair value would decrease/increase by $4,875 thousand.
- c. Categories of financial instruments
| Financial assets Financial assets at FVTPL Held for trading Designated as at FVTPL Mandatorily at FVTPL Available-for-sale financial assets (Note 1) Loans and receivables (Note 2) Financial assets at amortized cost (Note 3) Financial assets at FVTOCI Equity instruments Financial liabilities Financial liabilities at amortized cost (Note 4) |
December 31 |
|---|---|
| 2018 2017 $ - $ 32,007 - 97,827 76,777 - - 374,141 - 332,782 341,794 - 357,848 - 638,160 415,169 |
-
Note 1: The balances include the carrying amount of available-for-sale financial assets measured at cost.
-
Note 2: The balances include loans and receivables measured at amortized cost, which comprise cash and cash equivalents, accounts receivable, trade receivables from related parties, and other financial assets.
-
Note 3: The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, accounts receivable, trade receivables from related parties, and other financial assets.
-
Note 4: The balances include financial liabilities measured at amortized cost, which comprise short-term borrowings, notes and accounts payable, trade payables to related parties, other payables, and long-term borrowings.
-
d. Financial risk management objectives and policies
The Corporation’s major financial instruments include equity and debt investments, accounts receivable, accounts payables, and borrowings. The Corporation’s corporate treasury function is responsible for monitoring and managing the financial risks related to the operations of the Corporation. These risks include market risk, credit risk, and liquidity risk.
- 45 -
1) Market risk
The Corporation’s activities exposed it primarily to the financial risks of changes in foreign currency risk, interest rate risk and other price risk.
a) Foreign currency risk
The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities are set out in Note 26.
Sensitivity analysis
The Corporation was mainly exposed to the US dollar (USD).
The following table details the Corporation’s sensitivity to a 2% increase and decrease in New Taiwan dollars against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 2%. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 2% change in foreign currency rates. The table below indicates an increase (a decrease) in pre-tax profit associated with the New Taiwan dollar strengthening 2% against the US dollar.
| Loss b) Interest rate risk |
USD Impact on NTD | USD Impact on NTD | |
|---|---|---|---|
| For the Year Ended **December 31 ** |
|||
| 2018 $ (4,282) |
2017 $ (3,969) |
The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to interest rate risk at the end of the reporting period are as follows:
| Fair value interest rate risk Financial assets Cash flow interest rate risk Financial assets Financial liabilities Sensitivity analysis |
**December 31 ** |
|---|---|
| 2018 2017 $ 256,460 $ 307,933 10,277 4,196 465,177 243,000 |
The sensitivity analysis below was determined based on the Corporation’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For variable interest rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. The sensitivity rate of 1% is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
The financial assets and liabilities held by the Corporation with variable interest rates will change according to the effective interest rates, which vary with market interest rates, and will result in fluctuations of the future cash flows.
- 46 -
For the financial assets held by the Corporation with variable interest rates on December 31, 2018 and 2017, if the market interest rates had been 1% higher, the cash inflow from variable interest rate financial assets would have been $103 thousand and $42 thousand, respectively. If the market interest rates had been 1% lower, there would be an equal and opposite impact on variable interest rate financial assets, and the amount would be negative.
For the financial liabilities held by the Corporation with variable interest rates on December 31, 2018 and 2017, if the market interest rates had been 1% higher, the cash outflow from variable interest rate financial liabilities would have been $4,652 thousand and $2,430 thousand, respectively. If the market interest rates had been 1% lower, there would be an equal and opposite impact on variable interest rate financial liabilities, and the amount would be negative.
c) Other price risk
The Corporation was exposed to equity price risk through its investments in mutual funds and marketable securities.
Sensitivity analysis
The Corporation assessed the risk of the financial assets with variances in equity prices. Sensitivity analyses were used for evaluating the exposure to equity price risks.
If equity prices had been 5% higher/lower, the pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $3,839 thousand, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $17,892 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
If equity prices had been 5% higher/lower, pre-tax profit for the year ended December 31, 2017 would have increased/decreased by $6,492 thousand, as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the year ended December 31, 2017 would have increased/decreased by $16,412 thousand, as a result of the changes in fair value of available-for-sale shares.
2) Credit risk
There is no significant concentration of credit risk for the Corporation. Credit risk is from cash and cash equivalent deposits in banks and accounts receivable from customers.
The Corporation adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient letters of bank guarantees and security deposits, where appropriate, as a means of mitigating the risk of financial loss from defaults. To reduce credit risk, the Corporation has established internal monitoring procedures to monitor credit risk exposure and the credit condition of counterparties.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks and financial institutions with high credit-ratings assigned by international credit-rating agencies.
3) Liquidity risk
The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
- 47 -
The Corporation relies on bank borrowings as a significant source of liquidity. As of December 31, 2018 and 2017, the Corporation had available unutilized short-term bank loan facilities of $130,400 thousand and $460,205 thousand, respectively.
The following table details the Corporation’s remaining contractual maturity of its non-derivative financial liabilities with variable interest rates and agreed repayment periods. The table was drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Corporation can be required to pay. The table includes both interest and principal cash flows.
December 31, 2018
| On Demand or Less than 1 Year Non-derivative financial liabilities Variable interest rate liabilities $ 469,596 December 31, 2017 On Demand or Less than 1 Year Non-derivative financial liabilities Variable interest rate liabilities $ 245,309 |
1-3 Years $ - 1-3 Years $ - |
3-5 Years $ - 3-5 Years $ - |
5+ Years $ - |
|---|---|---|---|
| 5+ Years $ - |
23. TRANSACTIONS WITH RELATED PARTIES
Besides information disclosed elsewhere in the other notes, details of transactions between the Corporation and other related parties are disclosed below.
- a. Names and categories of the related parties
Related Party Name Related Party Category Yang Ming Marine Transport Corporation (Yang Ming) Government - related parties Hong Ming Terminal & Stevedoring Corp. Subsidiary of government - related parties Tai Shing Marine Transport Corporation (Tai Shing) Subsidiary Shin Wang Marine Transport Corporation Subsidiary Yunn Wang Investment Co., Ltd. Associates
- 48 -
b. Operating transactions
Operating revenue Government - related parties Yang Ming Associates Others Operating costs Government and its subsidiaries - related parties Yang Ming Others Subsidiary Tai Shing |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 319,015 84 $ 319,099 $ 297,151 1,906 156,810 $ 455,867 |
2017 $ 189,930 114 $ 190,044 $ 196,604 1,707 237,153 $ 435,464 |
Transactions with related parties were based on agreements. Lease contracts with associates were based on market conditions.
At the end of reporting period, trade receivables from related parties were as follows:
| Government - related parties Yang Ming Subsidiary Others |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 59,043 1,207 $ 60,250 |
2017 $ 36,465 1,381 $ 37,846 |
At the end of reporting period, prepayments from related parties (included in prepayments) were as follows:
| Government - related parties Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2018 $ 6,479 |
2017 $ 666 |
- 49 -
At the end of reporting period, trade payables to related parties were as follows:
| Government - related parties Yang Ming Others Subsidiary Tai Shing |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 26,092 338 10,823 $ 37,253 |
2017 $ 34,123 203 31,136 $ 65,462 |
The Corporation did not recognize allowance for doubtful accounts and did not receive guarantees during the years ended December 31, 2018 and 2017. In addition, the outstanding payables to related parties had no guarantees.
c. Other transactions with government - related parties
The Ministry of Transportation and Communication of the Executive Yuan of the ROC holds a 26.46% interest in the Corporation. In June 2012, the Corporation purchased seven-year, privately placed, secured mandatory convertible bonds (classified as at FVTPL) issued by Yang Ming (of which the Ministry of Transportation and Communication of the Executive Yuan of the ROC holds a 35.51% interest) for $200,000 thousand. The bonds, with a coupon rate of 3% per annum, are due in June 2019 and were transferrable starting from three months after issuance. The bonds shall only be converted into Yang Ming’s ordinary shares at the prevailing conversion price on the last day of the seven-year maturity.
In February 2017, the Corporation purchased 19,083 thousand shares of privately placed ordinary shares issued by Yang Ming for $199,990 thousand (classified as at FVTOCI - non-current and as available-for-sale financial assets - non-current as of December 31, 2018 and 2017, respectively), and the rights and obligations of the privately placed ordinary shares are the same as those of the ordinary shares issued by Yang Ming. However, the private shares are subject to the restrictions on transfer by the Securities Exchange Act., which say that private shares may not be transferred within 3 years of the delivery date. After 3 full years have elapsed since the delivery date of the privately placed ordinary shares, Yang Ming may apply for registration of the retroactive handling of public issuance and listing with the FSC, if Yang Ming complies with the relevant laws and regulations.
In November 2017, the Corporation paid $158,519 thousand in cash to acquire an additional 13,210 thousand shares issued by Yang Ming. However, the Corporation’s investment in Yang Ming was still classified as at FVTOCI - current as of December 31, 2018 and as available-for-sale financial assets - current as of December 31, 2017, as the Corporation did not have any significant influence over Yang Ming.
d. Other transactions with related parties (included in non-operating income - other income)
The Corporation performed management services and endorsement services to its subsidiaries and associates. The management services revenue and endorsement services revenue were $33,536 thousand and $27,217 thousand for the years ended December 31, 2018 and 2017, respectively.
In addition, the subsidiary provides escrows services to the Corporation, and the escrows service fees were $1,206 thousand and $1,158 thousand for the years ended December 31, 2018 and 2017, respectively.
-
50 -
-
e. Compensation of key management personnel
The compensation of directors, supervisors and other key management personnel were as follows:
Short-term employee benefits Post-employment benefits |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2018 $ 24,211 811 $ 25,022 |
2017 $ 16,694 1,015 $ 17,709 |
24. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were pledged or mortgaged as collateral for long-term borrowings and transactions:
| Property, plant and equipment Pledged deposits (included in other non-current assets) |
December | 31 | |
|---|---|---|---|
| 2018 $ 4,800 5,465 $ 10,265 |
2017 $ 9,600 10,415 $ 20,015 |
25. SIGNIFICANT UNRECOGNIZED COMMITMENTS AND CONTINGENCIES
-
a. Significant unrecognized commitments and contingencies of the Corporation as of December 31, 2018 were as follows:
-
1) Aggregate information of the Corporation entering into ship management agreements with other entities is stated below:
| Ship CPC Corporation, Taiwan YUN AN I. II. III. V. VI TAI CHIN 201, 202, 203 and 205 HONG YUN and SHENH YUN HUA YUN, TONG YUN and DER YUN |
Date of Agreement 2015.05.16-2020.05.15 2007.02.10-2032.12.31 2017.01.05-2023.01.24 2017.04.07-2022.10.29 |
Calculation and Fee Collection Method |
|---|---|---|
| Basic fees of ship management were $1,400 thousand per month with additional bonuses and with collection on a monthly basis. The fee was $350 thousand per day calculated by day, with collection on a monthly basis. Basic fees of ship management were $112 thousand for each ship per day, calculated by day, with collection on a monthly basis. Basic fees of ship management were $96-$104 thousand for each ship per day, calculated by day, with collection on a monthly basis. |
-
51 -
-
2) In May 2017, the board of directors of the subsidiary Tai Shing resolved to build two 62,000-ton bulk carriers with Oshima Shipbuilding Co., Ltd.; each bulk carrier’s cost was US$25,500 thousand. In addition, in December 2018, the board of directors resolved to upgrade two 62,000-ton bulk carriers to two 64,000-ton bulk carriers with the installation of SOx scrubber. As a result, each bulk carrier’s cost was US$26,390 thousand and the total cost of the upgrade was US$890 thousand. As of the date of the independent auditors’ report to the financial statements for the year ended December 31, 2017, the unpaid amount was US$41,996 thousand. The parent company is Tai Shing’s guarantor.
-
3) In December 2018, the board of directors of the subsidiary Tai Shing resolved to build 80,000-ton bulk carriers with Namura Shipbuilding Co., Ltd. and Oshima Shipbuilding Co., Ltd., and the total number of bulk carriers shall be not more than four bulk carriers with a total cost of less than US$136,000 thousand. In March 2018, Tai Shing has entered into a contract with Namura Shipbuilding Co., Ltd. to build two bulk carriers; each bulk carrier’s cost was US$33,980 thousand, with a total amount of US$67,960 thousand.
-
4) The Corporation entered into an operating lease contract with Tai Shing for 2 bulks carriers. The rent of each bulk carrier is $2-14 thousand dollars payable on a monthly basis.
-
b. Significant unrecognized commitments of the Corporation as of December 31, 2017 were as follows:
-
1) Aggregate information of the Corporation entering into ship management agreements with other entities is stated below:
Ship Date of Agreement Calculation and Fee Collection Method CPC Corporation, Taiwan YUN AN I. II. III. V. 2015.05.16-2020.05.15 Basic fees of ship management were $1,400 VI. thousand per month with additional bonuses and with collection on a monthly basis. TAI CHIN 201, 202, 2007.02.10-2032.12.31 The fee was $349 thousand per day, 203 and 205 calculated by day, with collection on a monthly basis. HONG YUN and 2017.01.05-2023.01.24 Basic fees of ship management were $112 SHENH YUN thousand for each ship per day, calculated by day, with collection on a monthly basis. HUA YUN, TONG 2017.04.07-2022.10.29 Basic fees of ship management were YUN and DER YUN $96-104 thousand for each ship per day, calculated by day, with collection on a monthly basis.
-
2) In May 2017, the board of directors of the subsidiary Tai Shing resolved to build two 62,000-ton bulk carriers with Oshima Shipbuilding Co., Ltd., each bulk carrier’s cost was US$25,500 thousand. As of the date of the independent auditors’ report to the financial statements for the year ended December 31, 2017, the unpaid amount was US$43,290 thousand. The Corporation is Tai Shing’s guarantor.
-
3) The Corporation entered into an operating lease contract with Tai Shing for leasing 2 bulks carriers. The rent of each bulk carrier is $2-14 thousand dollars payable on a monthly basis.
-
52 -
26. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The following information was aggregated by foreign currencies other than functional currencies of the Corporation, and the exchange rates between foreign currencies and the respective functional currencies are disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:
December 31, 2018
| Foreign Currencies (In Thousands) Exchange Rate Financial assets Monetary items USD $ 8,413 30.715 (USD:NTD) Non-monetary items Investments accounted for using the equity method USD $ 285,083 30.715 (USD:NTD) Financial liabilities Monetary items USD $ 1,444 30.715 (USD:NTD) December 31, 2017 Foreign Currencies (In Thousands) Exchange Rate Financial assets Monetary items USD $ 9,002 29.76 (USD:NTD) Non-monetary items Investments accounted for using the equity method USD $ 254,624 29.76 (USD:NTD) Financial liabilities Monetary items USD $ 2,334 29.76 (USD:NTD) |
Carrying Amount $ 258,418 |
|---|---|
$ 8,756,324 |
|
$ 44,341 |
|
Carrying Amount $ 267,889 |
|
$ 7,577,608 |
|
$ 69,456 |
For the years ended December 31, 2018 and 2017, net foreign exchange gain (losses) were $6,868 thousand and $(14,124) thousand, respectively, resulting from the fluctuation of the USD.
- 53 -
27. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (None)
-
2) Endorsements/guarantees provided (Table 1)
-
3) Marketable securities held (Table 2)
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 3)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)
-
9) Trading in derivative instruments (Note 7)
-
10) Information on investees (Table 5)
-
b. Information on investments in mainland China (None)
-
54 -
TABLE 1
TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (New Taiwan Dollars/US Dollars in Thousands)
| No. | Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Notes 1 and 2) |
Maximum Amount Endorsed/ Guaranteed During the Year (Note 2) |
Outstanding Endorsement/ Guarantee at the End of the Year (Note 2) |
Actual Borrowing Amount (Note 2) |
Amount Endorsed/ Guaranteed by Collaterals (Note 2) |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Notes 1 and 2) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiary |
Endorsement/ Guarantee Given by Subsidiary on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Company in Mainland China |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | |||||||||||||
| 0 | Taiwan Navigation Co., Ltd. | Tai Shing | Subsidiary | $ 8,345,890 | $ 6,744,470 (US$ 219,582) |
$ 4,830,995 (US$ 157,285) |
$ 4,662,063 (US$ 151,785) |
$ - | 46.0 | $ 8,345,890 | Yes | - | - | - |
| 1 | Tai Shing | Taiwan Navigation Co., Ltd. | Parent | 7,211,022 (US$ 234,772) |
337,159 (US$ 10,977) |
248,638 (US$ 8,095) |
245,413 (US$ 7,990) |
245,413 (US$ 7,990) |
2.9 | 7,211,022 (US$ 234,772) |
- | Yes | - | - |
Note 1: Not more than twice the endorser’s/guarantor’s paid-in capital.
Note 2: Translated at the exchange rate on December 31, 2018, US$1=NT$30.715.
- 55 -
TABLE 2
TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name/Issuer of Marketable Security |
Relationship with the Holding Company |
Financial Statement Account | December 31, 2018 | December 31, 2018 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| Taiwan Navigation Co., Ltd. | Mandatorily convertible bonds Yang Ming Shares Chunghwa Investment Co., Ltd. Taiwan Foundation International Pte. Ltd. Private placement listed shares Yang Ming Listed shares Yang Ming |
More than half of directors assigned by the Ministry of Transportation and Communications - Corporate director More than half of directors assigned by the Ministry of Transportation and Communications More than half of directors assigned by the Ministry of Transportation and Communications |
Financial assets at FVTPL - current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - current |
- 4,590 1,500 19,083 13,210 |
$ 76,777 49,943 45,864 145,794 116,247 |
- 6.00 15.00 0.82 0.57 |
$ 76,777 49,943 45,864 145,794 116,247 |
Note: See Table 4 for the information on investments in subsidiaries and associates.
- 56 -
TABLE 3
TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
| Seller/Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | % of Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total (Note 2) |
||||
| Taiwan Navigation Co., Ltd. Tai Shing Shin Wang |
Yang Ming Tai Shing Taiwan Navigation Co., Ltd. Shin Wang Tai Shing |
(Note 1) Subsidiary Parent company The same parent company The same parent company |
Freight transportation revenue Rental expense and stevedoring expense Rental expense Rental revenue Rental revenue Rental expense |
$ (319,015) 297,151 156,810 (156,810) (689,426) 689,426 |
(25) 27 14 (7) (32) 95 |
By negotiations By negotiations By negotiations By negotiations By negotiations By negotiations |
$ - - - - - - |
- - - - - - |
$ 59,043 (26,092) (10,823) 10,823 103,267 (103,267) |
98 (70) (29) 9 91 (99) |
Note 1: More than half of directors assigned by the Ministry of Transportation and Communications.
Note 2: The proportion of total receivables (payables).
- 57 -
TABLE 4
TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| Tai Shing | Shin Wang | The same parent company | $ 103,267 | 9.7 | $ - | - | $ 103,267 | $ - |
- 58 -
TABLE 5
TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Investor Company | Investee Company |
Location | Main Business and Products |
Investment Amount | Investment Amount | As of December 31, 2018 | As of December 31, 2018 | As of December 31, 2018 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2018 |
December 31, 2017 |
Number of Shares (In Thousands) |
% | Carrying Amount |
|||||||
| Taiwan Navigation Co., Ltd. | Tai Shing Shin Wang Yunn Wang |
Panama City, Panama Monrovia City, Liberia Taipei |
Rental and sale of ships Rental and sale of ships Investment |
$ 3,921,447 32,500 41,861 |
$ 3,921,447 32,500 41,861 |
- - 5,211 |
100.00 100.00 49.75 |
$ 8,651,166 105,158 115,001 |
$ 848,505 72,584 7,364 |
$ 848,505 72,584 3,663 |
- 59 -
TAIWAN NAVIGATION CO., LTD.
SCHEDULE OF THE STATEMENTS OF IMPORTANT ACCOUNTING ITEMS
| Statement Statement of Assets, Liabilities and Equities Statement of cash and cash equivalents Statement of changes in investments accounted for using the equity method Statement of changes in investments properties Statement of short-term borrowings Statement of Profit and Loss Statement of operating revenue Statement of operating costs Statement of operating expenses Statement of analysis of employee benefits expense, depreciation and amortization by function |
**Schedule Number ** |
|---|---|
| 1 2 3 4 5 6 7 8 |
- 60 -
SCHEDULE 1
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Except Amounts Shown in the Notes)
| Item Period Rate Cash on hand Bank balance (Note) Checking accounts Demand deposits Cash equivalents (Note) Time deposits with original maturities of less than 3 months 2018.11.26-2019.02.15 1.62%-3.30% |
Amount $ 262 10,993 10,277 21,270 98,288 $ 119,820 |
|---|---|
Note: Including US$3,225 thousand and HK$1,000 thousand, at exchange rates of US$1=$30.715 and HK$1=$3.921, respectively.
- 61 -
SCHEDULE 2
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Investees Unlisted shares Tai Shing Shin Wang Yun Wang |
Balance, December 31, 2017 Share of Profit of Subsidiaries and Associates Accounted for Shares (In Thousands) Amount Cash Dividends Using the Equity Method (Note 1) Equity Adjustments (Note 2) - $ 7,547,150 $ - $ 848,505 $ 255,511 - 30,458 - 72,584 2,116 5,211 102,431 (3,127) 3,663 12,034 $ 7,680,039 $ (3,127) $ 924,752 $ 269,661 |
Balance, December 31, 2018 | |
|---|---|---|---|
| Shares (In Thousands) - - 5,211 |
Shares (In Thousand) % - 100.00 - 100.00 5,211 49.75 |
Amount $ 8,651,166 105,158 115,001 $ 8,871,325 |
Note 1: Investment accounted for using the equity method and related share of profit was calculated based on the financial statement that have been audited.
Note 2: Including exchange differences on translating foreign operations and unrealized gain (loss) on investments in financial assets at fair value other comprehensive income.
- 62 -
SCHEDULE 3
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF CHANGES IN INVESTMENTS PROPERTIES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Item Balance, December 31, 2017 Cost Land $ 1,055,678 Buildings 121,072 1,176,750 Accumulated depreciation Buildings 78,028 $ 1,098,722 |
Increase in 2018 $ - - $ - $ 1,352 |
Decrease in 2018 Balance, December 31, 2018 $ - $ 1,055,678 177 120,895 $ 177 1,176,573 $ 177 79,203 $ 1,097,370 |
|---|---|---|
- 63 -
SCHEDULE 4
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF SHORT-TERM BORROWINGS DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Balance, | |||||
|---|---|---|---|---|---|
| December 31, | Loan | ||||
| Financial Institutions | Period |
Rate | 2018 | Commitments | Collateral |
| Line of credit borrowings | |||||
| Bank SinoPac |
2018.03.01-2019.03.31 | 0.95% | $ 300,000 |
$ 300,000 | None |
| First Bank |
2018.09.19-2019.09.19 | 0.95% | 165,177 |
230,177 |
None |
| $ 465,177 |
$ 530,177 |
- 64 -
SCHEDULE 5
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Item Ocean going shipping line revenue Ship management service revenue Port service revenue Coastal shipping line revenue Others (Note) |
Amount $ 778,473 203,315 127,504 103,401 63,517 $ 1,276,210 |
|---|---|
Note: The amount of each item in “Others” does not exceed 5% of the account balance.
- 65 -
SCHEDULE 6
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Item Rent Salary and pension Freight Port fee Cargo charges Usage material fee Fuel Material Grease Depreciation Others (Note) |
Amount $ 462,154 198,869 56,128 55,294 111,422 174,661 4,527 3,230 182,418 40,028 110,575 $ 1,105,466 |
|---|---|
Note: The amount of each item in “Others” does not exceed 5% of the account balance.
- 66 -
SCHEDULE 7
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| Items Salary and pension Insurance Depreciation Others (Note) |
Amount $ 102,136 5,572 1,929 31,919 $ 141,556 |
|---|---|
Note: The amount of each item in “Others” does not exceed 5% of the account balance.
- 67 -
SCHEDULE 8
TAIWAN NAVIGATION CO., LTD.
STATEMENT OF ANALYSIS OF EMPLOYEE BENEFITS EXPENSE, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| Employee benefits expense Salary Labor and health insurance Pension Board compensation Other employee benefits Depreciation Amortization |
2018 | Total $ 277,155 19,118 12,743 11,107 18,042 $ 338,165 $ 41,957 $ 525 |
2017 | |
|---|---|---|---|---|
| Classified as Operating Costs Classified as Operating Expenses $ 189,694 $ 87,461 13,969 5,149 9,175 3,568 - 11,107 16,460 1,582 $ 229,298 $ 108,867 $ 40,028 $ 1,929 $ - $ 525 |
Classified as Operating Costs Classified as Operating Expenses $ 181,547 $ 65,521 12,815 4,550 8,761 3,533 - 5,473 15,925 1,213 $ 219,048 $ 80,290 $ 34,133 $ 1,976 $ - $ 695 |
Total $ 247,068 17,365 12,294 5,473 17,138 $ 299,338 $ 36,109 $ 695 |
Note: As of December 31, 2018 and 2017, the Corporation had 270 and 260 employees, respectively. There were 7 and 5 non-employee directors for 2018 and 2017, respectively.
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