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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.

  • 1 -

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:

  1. We understood management’s evaluation processes of disposal of the bulk carriers and verified the implementation of related controls, through appropriate approvals.

  2. We tested the transaction contract and the record of remittances to verify the accuracy of the amount received.

  3. 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.

  • 2 -

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:

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

  2. 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.

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

  4. 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.

  5. 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.

  6. 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.

  • 3 -

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.

  • 4 -

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.

  • 5 -

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)
  • 6 -

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
$ $



The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 7 -

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
Shares
(In Thousands)
417,294
-

-


-

417,294

-


417,294
-
-
-
-

-


-


417,294














The accompanying notes are an integral part of the financial statements.

  • 8 -

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)
  • 9 -

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

The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 10 -

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.

  • 11 -

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
Availableforsale
Mutual funds
Heldfortrading
Time 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


$


$
  • 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.

  • 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.

  • 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.

  • 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.

  • 12 -

  • 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

$

-
  • 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
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • 13 -

  • Note 2: The FSC permits the election for early adoption of the amendments starting from January 1, 2018.

  • 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:

  • a) The Corporation will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • b) The Corporation will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • c) The Corporation will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • d) The Corporation will use hindsight, such as in determining lease terms, to measure lease liabilities.

  • 14 -

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)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • 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.

  • 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.

  • 15 -

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:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • 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

  • 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:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 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:

  • 1) Liabilities held primarily for the purpose of trading;

  • 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

  • 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.

  • 16 -

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.

  • 17 -

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.

  • 18 -

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.

  • 19 -

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:

  • 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

  • 20 -

  • 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:

  • 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

  • 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.

  • 21 -

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.

  • 22 -

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.

  • 23 -

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.

  • 24 -

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.

  • m. Employee benefits

  • 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.

  • 25 -

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.

  • 26 -

  • 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)
  • 27 -
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)

  • 28 -
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.

  • 68 -