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U-MING — AGM Information 2022
Aug 11, 2022
52160_rns_2022-08-11_699e894a-111b-47a4-b1c6-859a1a17e52b.pdf
AGM Information
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U-MING MARINE TRANSPORT CORP.
Meeting Minutes for the 2022 Annual Shareholders’ Meeting
Time: 9:00 a.m., June 8, 2022
Place: Taipei Hero House’s Auditorium (No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei, Taiwan) (Non-virtual Meeting)
Total number of outstanding shares: 845,055,712 shares
Total shares represented by presence of shareholders: 540,921,661 shares (64.01%)
In attendance: Hsu, Shu-Tong (Chairman of the board)
Hsu, Shu-Ping (Director) Chang, Tsai-Hsiung (Director) Lee, Kun-Yen (Director) Douglas Jefferson Hsu (Director)
Ong Choo Kiat (Director)
Chu, Shao-Hua (Independent Director & Member of Remuneration Committee & Chairman of Audit Committee)
Liu, Chorng-Jian (Independent Director & Member of Remuneration Committee)
Pan, Wen-Yen (Independent Director)
Tung, Li-Chen (Member of Remuneration Committee) Lin, Wen-Ching (Auditor) Chen, Hsin-Ying (Lawyer)
Chairperson: Hsu, Shu-Tong
Recorder: Chen, Chang-Sheng
Important Resolutions
I. Matters To Be Reported
1. 2021 Business Report
2. 2021 Financial Statements
3. The Audit Committee’s Review Report on 2021 Business and Financial Statements
4. Distribution of 2021 Remuneration to the Employees and Directors
II. Matters To Be Ratified
1. The 2021 Business Report and Financial Statements
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Explanation:
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(1) The supervisor’s review report is hereby issued after reviewing the 2021 financial statements (including the business report and the independent auditor’s report issued by CPA Wen-Ching Lin and CPA Yi-Wen Wang of Deloitte & Touche; please refer to
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the attachment) without any nonconformity identified.
- (2) Please approve.
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,563,619 votes (including electronic votes) ratify the motion, accounting to 96.79% of total votes ； 178,012 votes (including electronic votes) against the motion ； 15,318,584 votes (including electronic votes) abstained. The motion is ratified.
2. The proposal for Earnings Distribution of 2021
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Explanation:
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(1) Please refer to the 2021 Earnings Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:
| NT$ | |
|---|---|
| Unappropriated retained earnings of previous year | 6,631,656,020 |
| Less: Investment adjusted retained earnings by using | |
| equity method | (335,983) |
| Add: 2021 actuarial gain & losses appropriated retained | |
| earnings | (9,460,902) |
| Add: Proceeds from sale of financial assets at fair value | |
| through other comprehensive income | 691,672 |
| Adjusted unappropriated retained earnings | 6,641,472,611 |
| Add: 2021 net income | 4,892,584,265 |
| Less: 10% legal reserve appropriated | (490,240,086) |
| Less: 2021 reversal of special reserve | (2,227,895,202) |
| Add: Reversal of retained special reserve from before | 1,022,797,330 |
| Earnings available for distribution | 9,838,718,918 |
| Less: 2021 earning distribution | |
| (cash dividend NT$3.0 per share) | (2,535,167,136) |
| Unappropriated retained earnings | 7,303,551,782 |
- (2) The distribution of earnings is calculated to the dollar (round up to the dollar). The total amount of the odd shares will be booked as the other income of the Company. It is proposed that the Board authorized the Chairman to fix the record date of ex-cash dividend after the approved by the year 2022 annual shareholders’ meeting. Upon the approval of the annual shareholders’ meeting, it is proposed that the Board be authorized to adjust the amount per share based on the actual
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shares outstanding number on the record date of ex-cash dividend for the legal reserve distribution by cash if there is an amendment of the number of shares outstanding before the date.
- (3) Please approve.
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 524,883,224 votes (including electronic votes) ratify the motion, accounting to 97.03% of total votes ； 242,257 votes (including electronic votes) against the motion ； 13,934,734 votes (including electronic votes) abstained. The motion is ratified.
III. Matters to Be Discussed and Elected
1. The Amendment to the “Articles of Incorporation”.
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Explanation:
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(1) In order to have more flexible way of the Company's shareholders' meeting, and pursuant to Article 172-2, Paragraph 1 of the Company Act, it is proposed to stipulate that the shareholders' meeting can be held by video conference or other methods announced by the competent authority. Please refer to the attached Article Amendments Table for amended articles.
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(2) This proposal has been approved by the 13th meeting of the eighteenth-term Board of Directors on March 7, 2022.
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(3) The proposal is hereby presented for referendum.
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,234,383 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes ； 198,490 votes (including electronic votes) against the motion ； 15,627,342 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.
2. The Amendment to the “Rules of Procedure for Shareholders’ Meetings” of the Company.
Explanation:
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(1) In response to the amendment of Article 172-2 of the Company Act, which allows public companies can hold shareholders' meetings by video conference, and pursuant to the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” issued by Taiwan Stock Exchange Corporation on March 8, 2022, it is proposed to amend the “Rules of Procedure for Shareholders’ Meetings” of the Company. Please refer to the Article Amendments Table in the Meeting Handbook for amended articles.
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(2) This proposal has been approved by the 14th meeting of the eighteenth-term
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Board of Directors on April 27, 2022.
- (3) The proposal is hereby presented for referendum.
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,227,433 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes ； 218,240 votes (including electronic votes) against the motion ； 15,614,542 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.
3. The Amendment to the “Procedures Governing the Acquisition or Disposal of Assets” of the Company.
Explanation:
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(1) Pursuant to the official letter issued by the Financial Supervisory Commission (Letter No. FSC 1110380465) on January 28, 2022, it is proposed to amend the “Procedures Governing the Acquisition or Disposal of Assets” of the Company. Please refer to the Article Amendments Table in the Meeting Handbook for amended articles.
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(2) This proposal has been approved by the 13th meeting of the eighteenth-term Board of Directors on March 7, 2022.
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(3) The proposal is hereby presented for referendum.
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,204,733 votes (including electronic votes) ratify the motion, accounting to 96.72% of total votes ； 228,140 votes (including electronic votes) against the motion ； 15,627,342 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.
4. The Amendment to the “Procedures Governing Loans of Funds to Others” and the “Procedures Governing Endorsements/Guarantees” of the Company. Explanation:
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(1) Pursuant to the “Q and A of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission on December 24, 2020, which amend the standard of announcement declaration by public companies or its about new added loans of funds to others or governing endorsements/guarantees, the Company shall amend the company bylaw of “Procedures Governing Loans of Funds to Others” and the “Procedures Governing Endorsements/Guarantees”. Please refer to the Article Amendments Table in the Meeting Handbook for amended articles.
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(2) This proposal has been approved by the 13th meeting of the eighteenth-term Board of Directors on March 7, 2022.
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- (3) The proposal is hereby presented for referendum.
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,206,897 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes ； 228,226 votes (including electronic votes) against the motion ； 15,625,092 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.
5. To elect Directors (including Independent Directors) of the Company.
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Explanation:
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(1) The 18th term Directors were elected and appointed at the 2019 Annual General Shareholders’ Meeting, serving a term of three years and the tenure will expire. The Board of Directors resolved that Directors be elected at this Annual General Shareholders’ Meeting.
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(2) According to Article 16 of the “Articles of Incorporation”, 11 Directors (including 3 Independent Directors) shall be elected, and each Director will serve a three year term beginning from June 8, 2022.
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(3) Director and Independent Director candidates shall be nominated by the candidate nomination system. The Board of Directors or any shareholder with 1% shareholding or more may nominate candidates. The period for candidate nomination of Directors and Independent Directors to be elected in this coming Shareholders’ Meeting is from April 1, 2022 to April 11, 2022. During this period, the Board of Directors has received the nomination of 8 Director candidates and
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3 Independent Director candidates from the shareholder, Asia Cement Corporation. The Board has reviewed the candidate list of Directors and Independent Directors in the 14th meeting of the eighteenth-term Board of Directors on April 27, 2022. And the list also be announced publicly in accordance with the law.
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(4) Please refer to the Meeting Handbook for the candidate list. (5) Please elect.
Election result:
| Title | Name | Votes Received | Name of Institutional Shareholders |
|---|---|---|---|
| Directors | HSU, Shu-Tong | 571,296,237 | - |
| HSU, Shu-Ping | 465,553,629 | - | |
| CHANG, Tsai-Hsiung | 462,398,075 | Asia Cement Corp. | |
| LEE, Kun-Yen | 461,045,319 | Asia Cement Corp. |
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| Title | Name | Votes Received | Name of Institutional Shareholders |
|---|---|---|---|
| Douglas Jefferson HSU | 459,185,952 | Asia Cement Corp. | |
| ONG Choo Kiat | 565,391,607 | Yue DingIndustryCo., Ltd. | |
| LEE, Kuan-Chun | 455,668,637 | Yuan DingInvestment Co., Ltd. | |
| TUNG, Li-Chen | 452,099,310 | Far Eastern Construction Co., Ltd. | |
| Independent Directors |
PAN, Wen-Yen | 551,830,947 | - |
| CHU,Shao-Hua | 551,532,751 | - | |
| LIU, Chorng-Jian | 551,606,865 | - |
6. To approve the release of the relevant Directors from the non-competition restriction under Article 209 of the Company Act. Explanation:
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(1) This is processed in accordance with Paragraph 1 of Article 209 of the Company Act: “A director who acts for himself or on behalf of another person in a manner that is within the scope of the company’s business shall explain to the shareholders’ meeting the essential contents of such act and obtain the approval from shareholders’ meeting”.
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(2) The new Directors of the company are investing in or managing other companies and also acting as directors of such companies which are in the same or similar business as FENC (please refer to the following table). It is proposed to seek approval at the Shareholders’ Meeting to release new Directors and their representatives from the non-competition restriction.
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(3) Please approve.
| Title | Name | Serve as Director/Chairman at other companies in the industry |
|---|---|---|
| Director | Hsu, Shu-Tong | Director, Global Energy Marine Transport Corp. |
| Director, Cape Asia Ltd. | ||
| Director, Cape Asia Newbuildings (III) Ltd. | ||
| Director, Winyield Investment Ltd. | ||
| Director | Chang , Tsai-Hsiung (Representative of Asia Cement Corp.) |
Chairman, Wuhan Asia Marine Transport Corp. Ltd. |
| Director | Douglas Jefferson Hsu (Representative of Asia |
Director, Global Energy Marine Transport Corp. |
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| Cement Corp.) | ||
|---|---|---|
| Director | Ong Choo Kiat (Representative of Yue Ding Industry Co., Ltd.) |
Director, Global Energy Marine Transport Corp. |
| Director, Winyield Investment Ltd. | ||
| Director, ITG-Uming (Xiamen) Shipping Co., Ltd. | ||
| Director, ITG-Uming Shipping Co., Ltd. |
Resolved that:
Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 522,779,959 votes (including electronic votes) ratify the motion, accounting to 96.65% of total votes ； 455,203 votes (including electronic votes) against the motion ； 15,825,053 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.
IV. Extempore Motions: None
V. Meeting Adjourned
Chairperson:
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Recorder:
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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 7) Financial assets at fair value through profit or loss (Notes 8 and 25) Financial assets at fair value through other comprehensive income (Notes 9 and 26) Financial assets at amortized cost (Note 26) Contract assets (Notes 19 and 25) Trade receivables from unrelated parties (Note 10) Trade receivables from related parties (Notes 10 and 25) Other receivables (Note 25) Fuel inventory Other current assets (Note 25) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 9) Financial assets at amortized cost Investments accounted for using the equity method (Note 12) Property, plant and equipment (Notes 13, 26 and 27) Intangible assets Deferred tax assets (Note 21) Prepayments for equipment (Notes 13 and 27) Refundable deposits (Notes 25 and 26) Long-term receivables from related parties (Note 25) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 15 and 26) Short-term bills payable (Notes 15 and 26) Financial liabilities at fair value through profit or loss (Note 8) Trade payables (Note 25) Other payables (Note 16) Current tax liabilities (Note 21) Current portion of long-term borrowings (Notes 15 and 26) Other current liabilities (Note 25) Total current liabilities NON-CURRENT LIABILITIES Bank loans (Notes 15 and 26) Deferred tax liabilities (Note 21) Deferred revenue Net defined benefit liabilities (Note 17) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 18) Common share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
2021 Amount % $ 13,927,841 22 1,546,321 2 6,825,038 11 372,312 1 301,821 1 448,067 1 73,595 - 87,842 - 668,734 1 140,069 - 24,391,640 39 2,265,037 4 598,769 1 3,993,021 6 27,255,637 44 73,646 - 5,216 - 3,048,534 5 59,956 - 587,725 1 37,887,541 61 $ 62,279,181 100 $ 3,903,000 6 6,731,467 11 153,086 - 184,788 - 1,095,145 2 1,202 - 5,595,515 9 274,220 1 17,938,423 29 18,180,197 29 187,334 - - - 114,509 - 18,482,040 29 36,420,463 58 8,450,557 14 115,150 - 6,964,052 11 1,022,797 2 11,534,057 18 19,520,906 31 (2,227,895) (3) 25,858,718 42 $ 62,279,181 100 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 13,352,688 22 1,630,592 3 6,849,625 11 157,658 - 172,667 - 328,907 1 93,248 - 108,204 - 398,671 1 161,431 - 23,253,691 38 2,283,860 4 593,301 1 3,547,354 6 29,114,345 48 47,038 - 8,101 - 986,457 2 65,197 - 743,143 1 37,388,796 62 $ 60,642,487 100 $ 5,643,000 9 7,396,647 12 307,897 1 149,213 - 811,571 1 47,362 - 3,820,780 6 213,492 1 18,389,962 30 18,648,757 31 172,473 1 112,158 - 143,643 - 19,077,031 32 37,466,993 62 8,450,557 14 115,163 - 6,876,575 11 - - 8,755,996 15 15,632,571 26 (1,022,797) (2) 23,175,494 38 $ 60,642,487 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Freight revenue (Notes 19 and 25) Other operating revenue (Note 20) Total operating revenue OPERATING COSTS Freight cost (Notes 20 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 25) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Finance costs (Note 20) Share of the profit or loss of associates and joint ventures (Note 12) Interest income Dividend income Gain (loss) on disposal of property, plant and equipment Net gain on sale of investments Net loss on foreign currency exchange (Note 29) Net gain on financial assets and liabilities at fair value through profit or loss Other losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) (Note 21) NET PROFIT FOR THE YEAR |
2021 Amount % $ 13,765,904 98 246,529 2 14,012,433 100 9,580,425 68 4,432,008 32 615,891 5 3,816,117 27 14,713 - (345,848) (3) 337,627 2 83,821 1 194,263 1 495,646 4 110,303 1 (59,743) - 267,891 2 (5,242) - 1,093,431 8 4,909,548 35 16,964 - 4,892,584 35 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 8,225,037 97 282,327 3 8,507,364 100 7,571,809 89 935,555 11 426,212 5 509,343 6 82,676 1 (412,050) (5) 158,040 2 270,797 3 216,512 3 (33) - 23,916 - (94,312) (1) 147,805 2 (69,842) (1) 323,509 4 832,852 10 (45,573) - 878,425 10 (Continued) |
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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE LOSS Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 17) Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income of associates accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Share of other comprehensive loss of associates accounted for using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS PER SHARE (Note 22) Basic Diluted |
2021 Amount % $ 9,168 - (70,719) (1) 15,487 - (1,101,620) (8) (47,261) - (1,194,945) (9) $ 3,697,639 26 $ 5.79 $ 5.78 |
2020 | ||
|---|---|---|---|---|
| Amount % $ (2,530) - (933,914) (11) 24,230 1 (1,949,464) (23) (80,035) (1) (2,941,713) (34) $ (2,063,288) (24) $ 1.04 $ 1.04 |
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| $ | ||||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2020 $ 8,450,557 $ 115,152 Appropriation of 2019 earnings Legal reserve - - Cash dividends distributed by the Company - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 14 Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2020 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates - - Cash dividends claimed after over prescription by shareholders - (3 ) Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2020 8,450,557 115,163 Appropriation of 2020 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 1 Net profit for the year ended December 31, 2021 - - Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2021 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates - - Cash dividends claimed after over prescription by shareholders - (14 ) Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2021 $ 8,450,557 $ 115,150 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 6,693,492 $ - $ 9,669,918 183,083 - (183,083 ) - - (1,605,606 ) - - - - - 878,425 - - (3,586) - - 874,839 - - 110 - - - - - (182) 6,876,575 - 8,755,996 87,477 - (87,477 ) - 1,022,797 (1,022,797 ) - - (1,014,067 ) - - - - - 4,892,584 - - 9,461 - - 4,902,045 - - 692 - - - - - (335) $ 6,964,052 $ 1,022,797 $ 11,534,057 |
Other Equity | Total $ 1,915,440 - - - - (2,938,127) (2,938,127) (110 ) - - (1,022,797 ) - - - - - (1,204,406) (1,204,406) (692 ) - - $ (2,227,895) |
Total Equity $ 26,844,559 - (1,605,606 ) 14 878,425 (2,941,713) (2,063,288) - (3 ) (182) 23,175,494 - - (1,014,067 ) 1 4,892,584 (1,194,945) 3,697,639 - (14 ) (335) $ 25,858,718 |
|
|---|---|---|---|---|---|
| Exchange Differences on Translation of the Financial Statements of Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value through Other Gain (Loss) on Foreign Operations Comprehensive Income Hedging Instruments Gain on Property Revaluation $ (2,330,970 ) $ 4,246,275 $ 2 $ 133 - - - - - - - - - - - - - - - - (2,029,498) (908,640) (1) 12 (2,029,498) (908,640) (1) 12 - (110 ) - - - - - - - - - - (4,360,468 ) 3,337,525 1 145 - - - - - - - - - - - - - - - - - - - - (1,148,881) (55,527) - 2 (1,148,881) (55,527) - 2 - (692 ) - - - - - - - - - - $ (5,509,349) $ 3,281,306 $ 1 $ 147 |
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The accompanying notes are an integral part of the consolidated financial statements.
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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss reversed on trade receivables Net gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates and joint ventures (Gain) loss on disposal of property, plant and equipment Net loss on foreign currency exchange Others Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Trade receivables Other receivables Fuel inventory Other current assets Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Acquisition of associates accounted for using the equity method Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits |
2021 $ 4,909,548 2,233,399 27,075 1,808 (277,988) 345,848 (83,821) (430,695) (337,627) (495,646) 58,115 (110,303) 84,245 (129,154) (101,258) (1,310) (270,489) 21,331 7,045 287,425 52,907 (19,966) 5,770,489 105,493 430,695 (347,629) (45,347) 5,913,701 (35,349) (244,084) (224,072) (2,426,563) 1,804,204 5,024 |
2020 $ 832,852 2,363,807 16,224 - (147,778) 412,050 (270,797) (498,866) (158,040) 33 84,143 (23,916) 455,884 52,069 (119,012) (6,161) 162,860 56,656 (39,348) (172,182) 12,971 (27,409) 2,986,040 405,561 498,866 (431,064) (11,114) 3,448,289 (413,326) (589,727) (599,793) (3,563,048) - 59,731 (Continued) |
|---|---|---|
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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Decrease (increase) in financing provided - related parties Payments for intangible assets Increase in prepayments for equipment Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings (Repayments of) proceeds from short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid to owners of the Company Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES 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 |
2021 88,229 (11,571) (2,151,342) 98,902 (3,096,622) (2,737,000) (666,935) 6,158,128 (3,591,962) (1,014,081) (1,851,850) (390,076) 575,153 13,352,688 $ 13,927,841 |
2020 (54,334) - (1,209,534) 24,748 (6,345,283) (857,000) 4,193,935 6,446,225 (7,076,579) (1,605,609) 1,100,972 (730,532) (2,526,554) 15,879,242 $ 13,352,688 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders U-Ming Marine Transport Corporation
Opinion
We have audited the accompanying consolidated financial statements of U-Ming Marine Transport Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
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 Consolidated Financial Statements section of our report. We are independent of the Group 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 consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Stage of Completion of Freight Contracts
The Group’s freight revenue is recognized by reference to the stage of completion of the contract. Because management is required to exercise judgements and to have estimates to a certain extent when measuring and calculating the stage of completion of freight contracts, revenue recognition and expression might be affected by the selection and application of calculation methods; therefore, the determination of the stage of completion of freight contracts was deemed to be a key audit matter. Refer to Note 5 to the consolidated financial statements: critical accounting judgments and key sources of estimation uncertainty for information on the stage of completion of freight contracts.
The main audit procedures that we performed in respect of the key audit matter stated above were as follows:
-
We understood and tested the design and implementation of the key controls over the recognition of freight revenue.
-
We obtained relevant documents and understood the determination of the stage of completion of freight contracts, and we confirmed that the calculation method is appropriate and applied consistently.
-
We verified the management’s calculation of percentage of voyages and freight revenue by collating the information on actual voyages, entering/departing reports, sailing schedule and freight contracts.
Other Matter
We have also audited the parent company only financial statements of U-Ming Marine Transport Corporation as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’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 Group 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 Group’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.
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:
-
Identify and assess the risks of material misstatement of the consolidated 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.
-
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 Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 Group’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 consolidated 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 Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group 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.
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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 consolidated financial statements for the year ended December 31, 2021 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.
The engagement partners on the audit resulting in this independent auditors’ report are Wen-Ching Lin and Yi-Wen Wang.
Deloitte & Touche Taipei, Taiwan Republic of China March 7, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated 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 consolidated financial statements shall prevail.
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U-MING MARINE TRANSPORT CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through other comprehensive income - current (Note 7 and 23) Contract assets (Note 16) Trade receivables from unrelated parties (Note 8) Trade receivables from related parties (Note 8 and 22) Other receivables (Note 22) Fuel inventory Other current assets (Note 22) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Note 7) Investments accounted for using equity method (Note 9) Property, plant and equipment (Note 10 and 23) Intangible assets Deferred tax assets (Note 18) Prepayments for equipment Refundable deposits (Note 22 and 23) Other non-current assets (Note 9) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 12 and 23) Short-term bills payable (Note 12) Trade payables (Note 22) Other payables (Note 13) Current tax liabilities (Note 18) Current portion of long-term borrowings (Note 12) Other current liabilities (Note 22) Total current liabilities NON-CURRENT LIABILITIES Bank loans (Note 12) Deferred tax liabilities (Note 18) Net defined benefit liabilities - non-current (Note 14) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 15) Common share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
2021 Amount % $ 60,952 - 1,903,974 4 15,851 - 6,033 - 72,748 - 37,099 - 30,159 - 29,385 - 2,156,201 4 942,645 2 49,301,591 92 939,253 2 71,511 - 5,216 - 306,091 - 43,386 - 50,000 - 51,659,693 96 $53,815,894 100 $ 3,800,000 7 6,498,487 12 37,163 - 436,251 1 - - 3,490,000 7 23,079 - 14,284,980 27 13,390,000 25 187,334 - 94,862 - 13,672,196 25 27,957,176 52 8,450,557 16 115,150 - 6,964,052 13 1,022,797 2 11,534,057 21 19,520,906 36 (2,227,895) (4) 25,858,718 48 $ 53,815,894 100 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 43,796 - 1,881,236 4 - - 9,269 - 70,615 - 36,705 - 21,539 - 25,680 - 2,088,840 4 924,293 2 45,621,622 92 846,584 2 43,742 - 8,101 - 43,406 - 49,757 - - - 47,537,505 96 $49,626,345 100 $ 5,515,000 11 7,266,679 15 34,152 - 321,319 1 46,524 - 1,149,684 2 16,112 - 14,349,470 29 11,811,000 24 172,473 - 117,908 - 12,101,381 24 26,450,851 53 8,450,557 17 115,163 - 6,876,575 14 - - 8,755,996 18 15,632,571 32 (1,022,797) (2) 23,175,494 47 $ 49,626,345 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Note 16 and 22) OPERATING COSTS (Note 17 and 22) GROSS PROFIT OPERATING EXPENSES (Note 17 and 22) LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 22) Financial costs (Note 17) Share of the profit or loss of subsidiaries, associates and joint ventures (Note 9) Interest income Dividend income Loss on disposal of property, plant and equipment Net gain on foreign currency exchange (Note 26) Other losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) (Note 18) NET PROFIT FOR THE YEAR |
2021 Amount % $ 1,660,430 100 1,448,412 87 212,018 13 457,573 28 (245,555) (15) 37,375 2 (239,406) (14) 5,150,436 310 562 - 190,144 12 - - 4,087 - (4,568) - 5,138,630 310 4,893,075 295 491 - 4,892,584 295 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 1,039,426 100 839,354 81 200,072 19 283,668 27 (83,596) (8) 98,795 10 (239,773) (23) 895,702 86 3,667 - 213,655 21 (33) - 2,242 - (68,460) (7) 905,795 87 822,199 79 (56,226) (6) 878,425 85 (Continued) |
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 14) Unrealized gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries, associates and joint ventures using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Share of the other comprehensive income of subsidiaries, associates and joint ventures using the equity method Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 19) Basic Diluted |
2021 | % 1 2 (6) (66) (3) (72) 223 |
2020 | |||
|---|---|---|---|---|---|---|
| Amount $ 8,613 41,090 (95,767) (1,102,323) (46,558) (1,194,945) $ 3,697,639 $ 5.79 $ 5.78 |
Amount $ (12,376) (446,811) (453,027) (1,946,411) (83,088) (2,941,713) $(2,063,288) $ 1.04 $ 1.04 |
% (1) (43) (44) (187) (8) (283) (198) |
||||
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2020 8,450,557 115,152 Appropriation of 2019 earnings Legal reserve - - Cash dividends distributed by the Company - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 14 Net profit for the year ended December 31, 2020 - - Other comprehensive income for the year ended December 31, 2020, net of income tax - - Total comprehensive income for the year ended December 31, 2020 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associate - - Cash dividends claimed after over prescription by shareholders - (3) Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2020 8,450,557 115,163 Appropriation of 2020 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 1 Net profit for the year ended December 31, 2021 - - Other comprehensive income for the year ended December 31, 2021, net of income tax - - Total comprehensive income for the year ended December 31, 2021 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associate - - Cash dividends claimed after over prescription by shareholders - (14) Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2021 $ 8,450,557 $ 115,150 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings 6,693,492 - 9,669,918 183,083 - (183,083 ) - - (1,605,606 ) - - - - - 878,425 - - (3,586) - - 874,839 - - 110 - - - - - (182) 6,876,575 - 8,755,996 87,477 - (87,477 ) - 1,022,797 (1,022,797) - - (1,014,067 ) - - - - - 4,892,584 - - 9,461 - - 4,902,045 - - 692 - - - - - (335) $ 6,964,052 $ 1,022,797 $ 11,534,057 |
Other Equity | Total 1,915,440 - - - - (2,938,127) (2,938,127) (110) - - (1,022,797) - - - - - (1,204,406) (1,204,406) (692) - - $ (2,227,895) |
Total Equity 26,844,559 - (1,605,606 ) 14 878,425 (2,941,713) (2,063,288) - (3) (182) 23,175,494 - - (1,014,067 ) 1 4,892,584 (1,194,945) 3,697,639 - (14) (335) $ 25,858,718 |
|
|---|---|---|---|---|---|
| Unrealized Exchange Valuation Gain Differences on (Loss) on Translating the Financial Assets Financial at Fair Value Statements of through Other Gain (Loss) on Foreign Comprehensive Hedging Gain on Property Operations Income Instruments Revaluation (2,330,970 ) 4,246,275 2 133 - - - - - - - - - - - - - - - - (2,029,498) (908,640) (1) 12 (2,029,498) (908,640) (1) 12 - (110) - - - - - - - - - - (4,360,468 ) 3,337,525 1 145 - - - - - - - - - - - - - - - - - - - - (1,148,881) (55,527) - 2 (1,148,881) (55,527) - 2 - (692) - - - - - - - - - - $ (5,509,349) $ 3,281,306 $ 1 $ 147 |
|||||
The accompanying notes are an integral part of the parent company only financial statements.
-21-
U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Finance costs Interest income Dividend income Share of the profit of subsidiaries, associates and joint ventures Loss on disposal of property, plant and equipment Net loss on foreign currency exchange Changes in operating assets and liabilities Contract assets Trade receivables Other receivables Fuel inventory Other current assets Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using equity method Purchase of property, plant and equipment Decrease in refundable deposits Payment for intangible assets Increase in other non-current assets Increase in prepayment for equipment Dividends received from investments accounted for using equity method Net cash used in investing activities |
2021 $ 4,893,075 178,056 25,995 239,406 (562) (190,144) (5,150,436) - 764 (15,851) 1,103 (582) (8,620) (3,705) 3,011 114,782 6,967 (14,433) 78,826 750 190,144 (237,131) (29,269) 3,320 (50,000) (270,725) 6,371 (11,572) (50,000) (304,877) 275,485 (405,318) |
2020 $ 822,199 157,935 15,559 239,773 (3,667) (213,655) (895,702) 33 1,030 4,562 (8,645) 519 7,130 27,691 6,495 (74,123) 574 (18,013) 69,695 3,967 213,655 (245,310) (612) 41,395 - (88,165) 8,730 - - (114,074) 143,485 (50,024) |
|---|---|---|
(Continued)
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings (Repayments of) proceeds from short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES 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 |
2021 $ (2,712,000) (770,001) 6,266,000 (1,350,000) (1,014,081) 419,918 (764) 17,156 43,796 $ 60,952 |
2020 $ (985,000) 4,070,000 3,237,500 (4,708,500) (1,605,609) 8,391 (1,030) |
|---|---|---|
(1,268) 45,064 $ 43,796 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders U-Ming Marine Transport Corporation
Opinion
We have audited the accompanying parent company only financial statements of U-Ming Marine Transport Corporation (collectively referred to as the “Company”), which comprise the parent company only balance sheets as of December 31, 2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies(collectively referred to as the “parent company only financial statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only 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 Parent Company Only Financial Statements section of our report. We are independent of the Company 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 parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Stage of Completion of Freight Contracts
The Company’s freight revenue is recognized by reference to the stage of completion of the contract. Because management is required to exercise judgements and to have estimates to a certain extent when measuring and calculating the stage of completion of freight contracts, revenue recognition and expression might be affected by the selection and application of calculation methods; therefore, the determination of the stage of completion of freight contracts was deemed to be a key audit matter. Refer to Note 5 to the parent company only financial statements: critical accounting judgments and key sources of estimation uncertainty for information on the stage of completion of freight contracts.
The main audit procedures that we performed in respect of the key audit matter stated above were as follows:
-
We understood and tested the design and implementation of the key controls over the recognition of freight revenue.
-
We obtained relevant documents and understood the determination of the stage of completion of freight contracts, and we confirmed that the calculation method is appropriate and applied consistently.
-
We verified the management’s calculation of percentage of voyages and freight revenue by collating the information on actual voyages, entering/departing reports, sailing schedule and freight contracts.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only financial statements.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only 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 Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the company 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.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 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.
The engagement partners on the audit resulting in this independent auditors’ report are Wen-Ching Lin and Yi-Wen Wang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 7, 2022
Notice to Readers
The translation version is intended for reference only. If any inconsistency between the Chinese and English versions, the Chinese version shall govern.
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Amendments Table of “Articles of Incorporation”
| No. | After amendment | Before amendment |
|---|---|---|
| Article 11 | Convention of shareholders’ regular meeting shall be notified to various shareholders in writing 30 days in advance. Convention of shareholders shall be notified to various shareholders in writing 15 days in advance. That written notice shall state clearly the date and place and the reasons for convening the meeting and shall also be publicly announced based on Law. The Company may hold a shareholders’ meeting by means of a visual communication network or other methods |
Convention of shareholders’ regular meeting shall be notified to various shareholders in writing 30 days in advance. Convention of shareholders shall be notified to various shareholders in writing 15 days in advance. That written notice shall state clearly the date and place and the reasons for convening the meeting and shall also be publicly announced based on Law. |
| announced by the central competent authority. |
||
| Article 29 | The Articles of Incorporation of the Corporation are stipulated on the 22nd day of June 1968 and after resolution was obtained in the stockholders’ regular meeting, it was submitted to the competent authority for approval and became effective on the same day. Subsequent amendment to these Articles of Incorporation shall become effective after being passed at the stockholders’ meeting. (Omitted) The forty-ninth revision was in June 9th 2020. The fiftieth revision was in June 8th 2021. |
The Articles of Incorporation of the Corporation are stipulated on the 22nd day of June 1968 and after resolution was obtained in the stockholders’ regular meeting, it was submitted to the competent authority for approval and became effective on the same day. Subsequent amendment to these Articles of Incorporation shall become effective after being passed at the stockholders’ meeting. (Omitted) The forty-ninth revision was in June 9th 2020. |
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