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U-MING Audit Report / Information 2021

Nov 23, 2021

52160_rns_2021-11-23_5df7fa09-376f-4626-a37a-f8532deee5d1.pdf

Audit Report / Information

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U-Ming Marine Transport Corporation

Parent Company Only Financial Statements for the Years Ended December 31, 2021 and 2020

Note The translation version is intended for reference only. If any inconsistency between the Chinese and English versions, the Chinese version shall govern.

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.

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:

  1. We understood and tested the design and implementation of the key controls over the recognition of freight revenue.

  2. 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.

  3. 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.

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 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.

  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 Company’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 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.

  5. 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.

  6. 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.

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.

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.

  • 6 -

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)
  • 7 -

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)

  • 8 -

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.

  • 9 -

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)

  • 10 -

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)

  • 11 -

U-MING MARINE TRANSPORT CORPORATION

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

U-Ming Marine Transport Corporation (the “Company”) was incorporated in the Republic of China (ROC) in August 1968. The Company not only own and manage ships that transport dry bulk cargoes, specializing in cement, coal, iron ore and grain. The Company’s shares are listed on the Taiwan Stock Exchange since December 8, 1990.

The parent company only financial statements of the Company are presented in the Company’s financial currency, the New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The parent company only financial statements were approved by the Company’s board of directors on March 7, 2022.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Company’s accounting policies.

  • b. The IFRSs endorsed by the FSC for application starting from 2022
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a
Contract”
Effective Date
Announced by IASB
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
  • Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • 12 -

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the parent company only financial statements were authorized for issue, the Company has assessed that the application of other standards and interpretations will not have a material impact on the Company’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 10 and IAS 28 “Sale or Contribution of Assets
between An Investor and Its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2023 (Note 4)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

As of the date the parent company only financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of above standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

  • 13 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The parent company only financial statements have been prepared on the historical cost basis except for 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.

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 the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

When preparing the parent company only financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the parent company only financial statements, the differences of the accounting treatment between the parent company only basis and the parent company only basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the parent company only 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; and

  • 3) Liabilities for which the Company 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.

  • 14 -

d. Foreign currencies

In preparing the parent company only financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) 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.

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 case, 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 the transaction and are not retranslated subsequently.

For the purpose of presenting parent company only financial statements, the functional currencies of the Company 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 period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

e. Fuel inventory

Fuel inventory is the stock of fuel, which is stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The replacement cost is used to determine the net realizable value, as fuel inventory is for operations instead of sales. Inventories are recorded at the weighted-average cost on the balance sheet date.

f. Investments in subsidiaries

A subsidiary is an entity that is controlled by the Company.

The Company uses the equity method to account for its investments in subsidiaries. Under the equity method, investments in subsidiaries are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of those subsidiaries. The Company also recognizes the changes in the Company’s share of the equity of subsidiaries.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes 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.

Profits or losses resulting from downstream transactions are eliminated in full in the parent company only financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized in the parent company only financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

  • 15 -

g. Investments in associates

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Company uses the equity method to account for its investments in associates. Under the equity method, investments in associates are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of those associates. The Company also recognizes the changes in the Company’s share of the equity of associates.

When the Company subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company 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 and joint ventures accounted for using the equity method. If the Company’s ownership interest is reduced due to the 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.

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.

When a Company entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Company’ financial statements only to the extent of interests in the associate that are not related to the Company.

h. Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.

Depreciation of transportation equipment is recognized on a straight-line basis. Depreciation of miscellaneous equipment is recognized on a fixed-percentage-of-declining-balance basis and each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effects of any changes in 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.

  • i. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • 16 -

  • j. Impairment of property, plant and equipment and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an 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 coverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

  • k. Financial instruments

Financial assets and financial liabilities are recognized when the Company 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 fair value through profit or loss) 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 fair value through profit or loss (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 category

Financial assets are classified into the following categories: Financial assets at amortized cost and equity instruments at FVTOCI.

  • i. 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

  • 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.

  • 17 -

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, other receivables and refundable deposits, 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 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 the financial asset; 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.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits, which are short-term and 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.

  • ii. Investments in equity instruments at FVTOCI

On initial recognition, the Company 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, they will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • 18 -

  • b) Impairment of financial assets and contract assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost and contract assets.

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables and contract assets. For all other financial instruments, the Company 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 the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

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.

For internal credit risk management purposes, the Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Company):

  • i) Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii) When a financial asset is more than 365 days past due unless the Company has reasonable and corroborative information to support a more lagged default criterion.

The Company 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.

  • c) Derecognition of financial assets

The Company 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.

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. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, 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.

  • 19 -

2) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • l. Revenue recognition

Revenue from the rendering of services

The Company identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

Revenue from rendering of services comes from the freight received from goods shipping and vessel chartering, and revenue from vessel management.

As the Company provides goods shipping, vessel chartering and vessel management services, the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Consequently, the related revenue is recognized when services are rendered. The Company measures the progress of each voyage by the proportion of days sailed to the expected total voyage period. Payment for transportation services is not due from the customer until a certain period after the goods have completed loading and, therefore, a contract asset is recognized over the period in which the transportation services are performed. The contract asset is reclassified to trade receivables when billed. Vessel chartering and management revenue are recognized by reference to the stage of completion of the contract, which is the proportion of the time of services rendered to the total contract period.

m. Leasing

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

As lessee, the Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms

  • n. 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.

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

  • 20 -

(including current service cost), and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. 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 (assets) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

  • o. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the Income Tax Law in the ROC.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for 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 and unused loss carryforwards to the extent that it is probable that taxable profits 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 and associates, except where the Company 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. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

  • 21 -

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 asset 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 Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

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 Company’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 Company considers the economic implications of the COVID-19 when making its critical accounting 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 revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Critical Accounting Judgements

Revenue recognition

The Company assesses that its performance obligations are satisfied over time based on the conditions in the contract and related regulations. Freight revenue is recognized by reference to the stage of completion of the contract, which is the proportion of the actual days sailed to the expected total voyage duration agreed in the contract. If the actual voyage duration differs from that stated in the contract, the amount of revenue recognized might be affected. Management believes that the best estimate has been used to assess the stage of completion of contracts.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents
Time deposits

December 31 December 31 December 31
2021
$ 421

55,484

5,047

$ 60,952
2020




$ 387
27,971

15,438
$ 43,796
  • 22 -

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Equity Instruments
Current
Domestic listed shares

Non-current
Domestic unlisted shares
December 31 December 31 December 31
2021
$ 1,903,974

$ 942,645
2020


$ 1,881,236
$ 924,293

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. 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 Company’s strategy of holding these investments for long-term purposes.

Refer to Table 3 for detailed information relating to the Company’s investments.

Refer to Note 23 for information relating to investments in equity instruments at FVTOCI pledged as security.

8. TRADE RECEIVABLES

At amortized cost
Gross carrying amount

Less: Allowance for impairment loss


Gross carrying amount - related parties
December 31 December 31 December 31
2021
$ 6,033


-

$ 6,033

$ 72,748
2020






$ 9,269

-
$ 9,269
$ 70,615

The Company receives freight charges that amount to 90% to 95% of the total contract price within 3 to 8 days from completion of loading, and settles demurrage with customer upon completion of each voyage period. The outstanding period of demurrage depends on progress of settlement, normally longer than the outstanding period of freight charge.

The Company uses publicly available financial information or its own trading records to continuously assess the credit ratings of its counterparties, and credit exposure is controlled through credit limits of counterparties. In addition, the Company reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ELCs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base.

  • 23 -

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 365 days past due, whichever occurs earlier. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix.

December 31, 2021


Gross carrying amount

Loss allowance (Lifetime ECLs)


Amortized cost

December 31, 2020

Gross carrying amount

Loss allowance (Lifetime ECLs)


Amortized cost
0 to 30
Days
$ 78,781

-

$ 78,781

0 to 30
Days
$ 79,555

-

$ 79,555
31 to 90
Days
$ -

-

$ -

31 to 90
Days
$ 256

-

$ 256
91 to 180
Days
$ -

-

$ -

91 to 180
Days
$ 73

-

$ 73
Total
$ 78,781

-
$ 78,781
Total
$ 79,884

-
$ 79,884

The Company did not recognize an allowance for impairment loss as of December 31, 2021 and 2020 and there are no the movements of the loss allowance during the year.

9. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Subsidiaries
Associates
December December 31
2021
$ 47,342,981

1,958,610
$ 49,301,591


2020


$ 43,602,900

2,018,722
$ 45,621,622
  • 24 -

a. Investments in subsidiaries

U-Ming Marine Transport
(Singapore) Private Limited
(U-Ming Singapore)
U-Ming Marine Transport (Hong
Kong) Ltd. (U-Ming Hong Kong)
Yue-Li Investment Corporation
(Yue-Li)
Yue-Tung Investment Corporation
(Yue-Tung)
U-Ming Marine Offshore Company
Limited (U-Ming Marine
Offshore)
December 31 December 31 December 31
2021 % of
Ownership
100
100
68
74
100
2020
Carrying
Amount
$ 34,087,088
8,801,735
2,287,701
2,118,028

48,429
$ 47,342,981
Carrying
Amount
$ 31,050,956
8,163,260
2,299,914
2,088,770

-
$ 43,602,900
% of
Ownership




100
100
68
74
-

The Company invested NT$50,000 thousand and obtained 100% equity of U-Ming Marine Offshore in June 2021. In August 2021 and October 2021, the Company increased its investments by NT$20,000 thousand and NT$30,000 thousand, respectively. Since the capital increase has not been completed, the investments were classified as other non-current assets.

The calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments were based on the subsidiaries’ audited financial statements as of December 31, 2021 and 2020.

b. Investments in associates

Associates that are not individually material
December 31 December 31 December 31
2021
$ 1,958,610
2020
$ 2,018,722

Aggregate information of associates that are not individually material:

The Company’s share of:
Profit

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
2021
$ 72,728


(45,130)

$ 27,598
2020




$ 97,563

(82,256)
$ 15,307

The calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments were based on the associates’ financial statements that have not been audited. Management believes there is no material impact on the equity method of accounting or the calculation of the share of profit or loss and other comprehensive income, from the financial statements that have not been audited.

  • 25 -

10. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2020

Additions
Disposals
Reclassified
Derecognition by replacement

Balance at December 31, 2020

Accumulated depreciation and
impairment
Balance at January 1, 2020

Depreciation
Disposals
Derecognition by replacement

Balance at December 31, 2020

Carrying amounts at
December 31, 2020
Cost
Balance at January 1, 2021

Additions
Derecognition by replacement

Balance at December 31, 2021

Accumulated depreciation and
impairment
Balance at January 1, 2021

Depreciation
Derecognition by replacement

Balance at December 31, 2021

Carrying amounts at
December 31, 2021
Land

$ 1,092
-
-
-

-

$ 1,092

$ -
-
-

-

$ -

$ 1,092
$ 1,092
-

-

$ 1,092

$ -
-

-

$ -

$ 1,092
Transportation
$ 2,943,137

87,871

-

928
(70,225)

$ 2,961,711

$ 2,112,018

133,204

-

(70,225)

$ 2,174,997

$ 786,714
$ 2,961,711

268,780
(33,100)

$ 3,197,391

$ 2,174,997

155,696

(33,100)

$ 2,297,593

$ 899,798
Miscellaneous
$ 48,844

294

(18,186)

75,493

-

$ 106,445

$ 41,089

24,731

(18,153)

-

$ 47,667

$ 58,778
$ 106,445

1,945

-

$ 108,390

$ 47,667

22,360

-

$ 70,027

$ 38,363
Total
























































$ 2,993,073

88,165

(18,186)

76,421

(70,225)
$ 3,069,248
$ 2,153,107

157,935

(18,153)
(70,225)
$ 2,222,664
$ 846,584
$ 3,069,248

270,725

(33,100)
$ 3,306,873
$ 2,222,664

178,056
(33,100)
$ 2,367,620
$ 939,253













The Company carries out a periodic review of the impairment assessment for the ships used for transportation; after the review, the Company found no material indication of impairment for the years ended December 31, 2021 and 2020.

The transportation equipment are depreciated on a straight-line basis, and the miscellaneous assets are depreciated on a fixed-percentage-on-declining-balance method over their estimated useful lives as follows:

Transportation equipment 1-18 years Miscellaneous 3-5 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 23.

  • 26 -

11. LEASE ARRANGEMENTS

The Company leases certain business spaces office and office equipment which qualify as short-term leases and as low-value asset leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

Expenses relating to short-term leases

Expenses relating to low-value asset leases

Total cash outflow for leases
For the Year Ended
December 31
For the Year Ended
December 31
For the Year Ended
December 31
2021
$ 24,146

$ 133

$ 24,279
2020




$ 24,071
$ 193
$ 24,264

12. BORROWINGS

  • a. Short-term loans
Unsecured borrowings
Credit borrowings

Interest rate
December 31 December 31 December 31
2021
$ 3,800,000

0.80%-0.85%
2020


$ 5,515,000
0.80%-1.12%
  • b. Short-term bills payable

December 31, 2021

Promissory Institution

Commercial paper
Bank Sinopac Co., Ltd.

Credit Agricole CIB
Mega Bills Finance Co., Ltd.
China Bills Financial Corporation
The Shanghai Commercial &
Savings Bank, Ltd.
Grand Bills Finance Corporation
International Bills Finance
Corporation
Metrobank Philippines

Nominal Amount
$ 2,500,000
1,000,000
750,000
600,000
500,000
400,000
400,000

350,000

$ 6,500,000
Discount Amount
( $ 672 )
(
224 )
(
85 )
(
215 )
(
57 )
(
97 )
(
115 )
(
48)

($ 1,513)
Carrying Value
$ 2,499,328

999,776

749,915

599,785
499,943

399,903
399,885
349,952
$ 6,498,487
Interest Rate








0.818%
0.818%
0.828%
0.818%
0.828%
0.808%
0.808%
0.828%
  • 27 -

December 31, 2020

Promissory Institution

Commercial paper
Bank SinoPac

Chang Hwa Commercial Bank
Mega Bills Finance Co., Ltd.
Credit Agricole Corporate &
Investment Bank
The Shanghai Commercial &
Savings Bank, Ltd.
International Bills Finance
Corporation
China Bills Financial Corporation
Far Eastern International Bank Co.,
Ltd.
Taiwan Finance Corporation

**Nominal Amount **
$ 2,500,000
1,500,000
750,000
600,000
500,000
400,000
400,000
350,000

270,000

$ 7,270,000
Discount Amount
( $ 546 )
(
2,110 )
(
103 )
(
237 )
(
80 )
(
54 )
(
27 )
(
145 )
(
19)

($ 3,321)
Carrying Value
$ 2,499,454

1,497,890

749,897
599,763
499,920
399,946

399,973
349,855

269,981
$ 7,266,679
Interest Rate







0.798%
0.828%
0.828%
0.758%
0.838%
0.828%
0.828%
0.758%
0.828%
  • c. Long-term borrowings
Unsecured bank loans
Less: Current portion
Long-term borrowings
**December ** **December ** 31
2021
$ 16,880,000

3,490,000
$ 13,390,000
2020




$ 12,960,684

1,149,684
$ 11,811,000

Long-term borrowings are for the purpose of general operations, with the final maturity date ranging from August 2022 to December 2026 with interest rate ranges of 0.77%-1.50% and 0.63%-1.50% as of December 31, 2021 and 2020, respectively.

13. OTHER PAYABLES

Remuneration to directors
Employees’ compensation
Salaries and bonuses
Material consumption and repairs
Dock repairs
Port charges
Others
**December ** **December ** 31
2021
$ 171,787
83,358
61,184
35,383
13,925
6,995

63,619
$ 436,251
2020




$ 132,088
48,877
18,330
20,840
33,687
7,864

59,633
$ 321,319

14. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plans

The Company 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 6% of monthly salaries and wages.

  • 28 -

b. Defined benefit plans

The defined benefit plan adopted by the Company 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 Company contributes amounts equal to 5% 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 Company 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 Company 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 Company has no right to influence the investment policy and strategy.

The amounts included in the parent company only balance sheets in respect of the Company’s defined benefit plans were as follows:

benefit plans were as follows:
Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31
2021
2020
$ 169,746
$ 186,505

(74,884)

(68,597)
$ 94,862
$ 117,908
2021



$ 169,746


(74,884)

$ 94,862
$ 186,505

(68,597)
$ 117,908

Movements in net defined benefit liabilities were as follows:


Balance at January 1, 2020

Current service cost

Net interest expense (income)

Recognized in profit or loss

Remeasurement

Return on plan assets (excluding
amounts included in net interest)
Actuarial loss - changes in
demographic assumptions
Actuarial loss - changes in financial
assumptions
Actuarial gain - experience
adjustments
Recognized in other comprehensive
income
Contributions from the employer

Benefits paid

Balance at December 31, 2020

Present Value
of the Defined
Benefit
Obligation
$ 204,319

3,109

1,277


4,386


-
1,369
1,936

11,832

15,137
-
(
37,337)


186,505

Present Value
of the Defined
Benefit
Obligation
$ 204,319

3,109

1,277


4,386


-
1,369
1,936

11,832

15,137
-
(
37,337)


186,505

Fair Value of
the Plan
Assets
( $ 80,774)

-
(
519)

(
519)



(
2,761 )
-
-

-
(
2,761)
(
4,610 )

20,067

(
68,597)

Fair Value of
the Plan
Assets
( $ 80,774)

-
(
519)

(
519)



(
2,761 )
-
-

-
(
2,761)
(
4,610 )

20,067

(
68,597)

Net Defined
Benefit
Liabilities
Net Defined
Benefit
Liabilities





(
$ ( $ (
(

(

(
(

(
$


(


(
(
$
123,545
3,109
758
3,867
2,761 )
1,369
1,936
11,832
12,376
4,610 )
17,270)
117,908
(Continued)


  • 29 -




Current service cost

Net interest expense (income)

Recognized in profit or loss

Remeasurement

Return on plan assets (excluding
amounts included in net interest)
Actuarial loss - changes in
demographic assumptions
Actuarial gain - experience
adjustments
Recognized in other comprehensive
income
Contributions from the employer

Benefits paid

Balance at December 31, 2021

Present Value
of the Defined
Benefit
Obligation



$ 2,432

933


3,365


-
4,667
(
12,335)
(
7,668)
-
(
12,456)

$ 169,746

Fair Value of
the Plan
Assets






$ -
(
356)

(
356)



(
945 )
-

-
(
945)
(
4,986 )

-

($ 74,884)

Net Defined
Benefit
Liabilities



(
(
(



$ 2,432

577

3,009

(
945 )
4,667
(
12,335)
(
8,613 )
(
4,986 )
(
12,456)
$ 94,862
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Company 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(s)
Expected rate(s) of salary increase - ship crew
Expected rate(s) of salary increase - staff
December 31
2021
2020
0.500%
0.500%
1.500%
1.500%
3.000%
3.000%
  • 30 -

If possible reasonable change 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(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
December December 31
2021
$ 3,817)
$ 3,964
$ 3,828
$ 3,707)
2020
(


(
(


(
$ 3,867)
$ 4,012
$ 3,872
$ 3,754)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the
next year
Average duration of the defined benefit
obligation
December December 31
2021
$ 5,068
9.7 years
2020
$ 4,956
9.1 years

15. EQUITY

  • a. Common share capital
b. Number of shares authorized (in thousands)
Number of shares issued and fully paid (in thousands)
Shares authorized

Shares issued

Capital surplus
May be used to offset a deficit, distributed as cash dividends or
transferred to share capital (Note)
Conversion of bonds

Excess of merger
December December December 31
2020
880,000
845,056
31
2020
8,800,000
8,450,557
31
2020
$ 93,474
5,428
(Continued)
2021
880,000

845,056

December

2021
8,800,000
$ 8,450,557
$ December

$ $

$

$
  • 31 -
May only be used to offset a deficit
Donations
Share of change in capital surplus of associates or joint ventures
December December 31
2020
16,197

64
$ 115,163
(Concluded)
2021
16,183

65

$ 115,150


Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

The excess of merger recognized from the Company’s acquisition of China Fortune Marine Transport Corporation in 1993 was due to the excess of proceeds over the par value of the new shares issued to acquire China Fortune Marine Transport Corporation.

c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes and offsetting losses of previous years. Providing that there is any remaining profit, 10% of the unappropriated earnings from the net profit after tax for the current period coupled with other items that recognized in retained earning directly for the current period shall be set aside as legal reserve. After setting aside or reversing a special reserve in accordance with the laws and regulations, the Company shall use the remaining profit together with any undistributed retained earnings as the basis for the Company’s board of directors to propose a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.

Dividends distributed to shareholders are decided after consideration has been given to the business perspective of the Company, the life cycle of various products or service provided, capital requirement in the future and the effect of possible changes of tax laws. Dividends shall be distributed under the objective of maintaining a stable dividend policy. For issue of dividends, except to save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, dividends distributed shall not be lower than 50% of net profit after tax deduction for offset of loses, legal reserve, and special reserve, and the cash dividend shall not be lower than 10% of shareholders’ bonus of that year.

For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to employees’ compensation and remuneration of directors and supervisors in Note 17-d.

Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’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 and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company. The FSC issued Rule No. 1090150022 on March 31, 2021 and repealed Rule No. 1010012865 on December 31, 2021. The Company will follow up in accordance with the relevant rules.

  • 32 -

The appropriations of earnings for 2020 and 2019 which have been approved in the shareholders’ meetings on July 13, 2021 and June 9, 2020, respectively, were as follows:

Legal reserve
Special reserve
Cash dividends
Appropriation of Earnings
2020
2019
$ 87,477
$ 183,083
1,022,797
-
1,014,067

1,605,606
$ 2,124,341
$ 1,788,689
Appropriation of Earnings
2020
2019
$ 87,477
$ 183,083
1,022,797
-
1,014,067

1,605,606
$ 2,124,341
$ 1,788,689
Dividend Per Share Dividend Per Share
2020
$ 87,477
1,022,797
1,014,067
$ 2,124,341
2020
$ 1.2
2019





$ 1.9

The appropriations of earnings for 2021 which had been proposed by the Company’s board of directors on March 7, 2022, were as follows:

on March 7, 2022, were as follows:
Legal reserve

Special reserve
Cash dividends

Appropriation
of Earnings
2021
$ 490,240
1,205,098

2,535,167

$ 4,230,505
Dividend
Per Share
2021


$ 3.0

The appropriations of earnings for 2021 are subject to the resolution of the shareholders’ meeting to be held on June 8, 2022.

d. Other equity items

Balance at January 1, 2021

Exchange differences on translating
the financial statements of
foreign operations
Unrealized valuation gain (loss) on
financial assets at FVTOCI
Share of other comprehensive gain
(loss) of subsidiaries and
associates accounted for using
equity method
Disposal of investment in equity
instruments designated as at
FVTOCI by subsidiaries and
associate
Balance at December 31, 2021

Balance at January 1, 2020

Exchange differences on translating
the financial statements of
foreign operations
Unrealized valuation gain (loss) on
financial assets at FVTOCI
Share of other comprehensive gain
(loss) of subsidiaries and
associates accounted for using
equity method
Disposal of investment in equity
instruments designated as at
FVTOCI by subsidiaries and
associate
Balance at December 31, 2020
Exchange
Differences on
Translating the
Financial
Statements of
Foreign Operations
( $ 4,360,468 )
(
1,101,620 )
-
(
47,261 )

-
($ 5,509,349)

( $ 2,330,970 )
(
1,949,464 )
-
(
80,034 )

-
($ 4,360,468)
Unrealized
Valuation Gain
(Loss) on Financial
Assets at Fair Value
through Other
Comprehensive
Income
$ 3,337,525
-
41,090
(
96,617)
(
692)
$ 3,281,306

$ 4,246,275
-
(
446,811 )
(
461,829 )
(
110)
$ 3,337,525
  • 33 -

16. REVENUE

a. Disaggregation of revenue


Transportation

Vessel leased
Vessel management
Bareboat
Others

For the Year Ended December 31
2021
2020
$ 875,619 $ 807,652
652,261
7,598
100,379
219,452
27,897
-

4,274

4,724
$ 1,660,430
$ 1,039,426
For the Year Ended December 31
2021
2020
$ 875,619 $ 807,652
652,261
7,598
100,379
219,452
27,897
-

4,274

4,724
$ 1,660,430
$ 1,039,426
2021
$ 875,619
652,261
100,379
27,897

4,274

$ 1,660,430


Refer to Note 4 for information relating to the relevant accounting policies.

  • b. Contract balances
Contract assets - transportation services
December 31 December 31 December 31
2021
$ 15,851
2020
$ -

The Company measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The contract assets will be transferred to trade receivables when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts. Therefore, the Company concluded that the expected loss rates for trade receivables can be applied to the contract assets. No impairment losses was recognized for contract assets in 2021 and 2020, respectively.

The changes in the balance of contract assets and contract liabilities primarily resulted from the timing difference between the Company’s performance and the respective customer’s payment. As of December 31, 2021 and 2020, the balance of contract liabilities was not material.

17. NET PROFIT AND OTHER COMPREHENSIVE INCOME

  • a. Finance costs
Interest on bank loans/commercial papers

b. Depreciation and amortization by function
Depreciation of property, plant and equipment
Operating costs

Operating expenses


Amortization of intangible assets
Operating expenses
For the Year Ended
December 31
For the Year Ended
December 31
For the Year Ended
December 31
2021
2020
$ 239,406
$ 239,773
For the Year Ended
December 31
2020
2020






$ 133,204

24,731
$ 157,935
$ 15,559
  • 34 -

c. Employee benefits expense

Short-term benefits
Salary expenses

Insurance expenses


Post-employment benefits
(Note 14)
Defined contribution
plans
Defined benefit plans



Other employee benefits

Remuneration of
directors
Others


Total employee benefits
expense
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021 Total
$ 334,310

21,995


356,305


12,365

3,009


15,374




50,999

66,001


117,000

$ 488,679
2020
Operating
Costs
$ 188,200

12,504


200,704

7,244

282


7,526

-

11,797


11,797

$ 220,027
Operating
Expenses
$ 146,110

9,491


155,601


5,121

2,727


7,848


50,999

54,204


105,203

$ 268,652
Operating
Costs
$ 209,936

14,055


223,991

8,156

387


8,543



-

14,135


14,135

$ 246,669
Operating
Expenses
$ 97,765

8,509


106,274

4,628

3,480


8,108



9,408

12,138


21,546

$ 135,928
**Total **




















































$ 307,701

22,564

330,265
12,784

3,867

16,651
9,408

26,273

35,681
$ 382,597

The average number of employees of the Company were 208 and 233, which both include 9 directors not serving concurrently as employees, for the years ended December 31, 2021 and 2020.

The average employee benefit expenses were $2,199 thousand and $1,666 thousand for the years ended December 31, 2021 and 2020, respectively. The average salary expenses were $1,680 thousand and $1,374 thousand for the years ended December 31, 2021 and 2020, respectively. The average salary expenses decreased by 22.27% in 2021 compared to the previous year.

The Audit Committee was established in lieu of the Supervisors.

Reward policies of the Company were as follows:

  1. The Company accrued remuneration of directors and managers according to the Articles of Incorporation. After the Remuneration Committee reviews and determines the remuneration and submit the results to board of directors for discussions, the remuneration is subject to the resolution of the shareholders’ meeting. Make the remuneration procedure based on the standards of bulk shipping operators listed at home and abroad and the external compensation benchmarking companies. The remuneration of directors are paid according to the results of “Self-Evaluation or Peer Evaluation of the Board of Directors,” the business performance, future development and operation risks. The remuneration of managers are paid according to the regulation of bonus which include the business performance of the Company and personal performance.

  2. The reward standards, structures, and institutions for directors, and managers is based on the annual business performance, which also considers the future risk management and refers to the proportion stipulated in the Articles of Incorporation. And also be adjusted to the state of operation and the laws. In addition, reward policies, institutions, standards, and structures for directors, and managers are regularly evaluated by the "Remuneration Committee" and recommended for discussion at the board meeting.

  3. 35 -

  4. The Company also set goals for annual staff performance appraisal based on the regulations in Working Rules and the related codes, which is taken as the foundation for awards and punishments. Wherein, the Codes of Ethical Conduct is also a key evaluation index. “The regulation of performance bonus for on-shore personnel” is made to the Company. The bonus is based on the business performance of the vessel and the Company would calculate the bonus on the year end.

d. Employees’ compensation and remuneration of directors

According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation and remuneration of directors at rates of 1% and no higher than 1%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2021 and 2020 which were approved by the Company’s board of directors on March 7, 2022 and March 9, 2021, respectively, are as follows:


Employees’ compensation
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
Accrual Rate Cash Amount
1%
$ 49,929
1%
49,929
2020
Accrual Rate
1%

1%
Accrual Rate
1%

1%
Cash Amount
$ 8,390
8,390

If there is a change in the amounts after the annual parent company only financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors approved and the amounts recognized in the parent company only financial statements for the years ended December 31, 2020 and 2019.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2022 and 2021 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

18. INCOME TAXES

a. Major components of income tax expense (benefit) recognized in profit or loss

Current tax
Adjustments for prior years
Income tax on unappropriated
earnings
Deferred tax
In respect of the current year
Income tax (benefit) expense recognized
in profit or loss
For the Year Ended December 31 For the Year Ended December 31
2021
( $ 17,255 )

-
(
17,255)

17,746
$ 491
2020
( $ 60,244 )

2,128
(
58,116)

1,890
($ 56,226)
  • 36 -

A reconciliation of accounting profit and income tax benefit was as follows:

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021 2020
Profit before tax $ 4,893,075 $ 822,199
Income tax expense calculated at the
statutory rate $ 978,615 $ 164,440
Non-deductible expenses in determining
taxable income 457 426
Tax-exempt income ( 1,050,851 ) ( 215,449 )
Deferred tax effect of earnings of
subsidiaries ( 3,266 ) ( 8,422 )
Adjustments for prior years’ tax ( 17,255 ) ( 60,244 )
Unrecognized loss carryforwards 92,791 60,895
Income tax on unappropriated earnings - 2,128
Income tax expense (benefit) recognized
in profit or loss $ 491 ($ 56,226)
b. Current tax assets and liabilities
For the Year Ended December 31
2021 2020
Current tax liabilities
Income tax payable $ - $ 46,524
c. Deferred tax assets and liabilities
For the year ended December 31, 2021
For the year ended December 31, 2021
Recognized in
Opening Balance Profit or Loss Closing Balance
Deferred tax assets
Temporary differences
Defined benefit plans
$ 8,105 ( $
2,886 )
$ 5,219
Property, plant and equipment
( 4)
1
( 3)
$ 8,101
($
2,885)
$ 5,216
Deferred tax liabilities
Temporary differences
Unappropriated earnings of
subsidiaries $ 160,000 $
14,000
$ 174,000
Unrealized exchange gain
12,473
861
13,334
$ 172,473
$
14,861
$ 187,334
For the year ended December 31, 2020
Recognized in
Opening Balance Profit or Loss Closing Balance
Deferred tax assets
Temporary differences
Defined benefit plans
$ 11,708 ( $
3,603 )
$ 8,105
Property, plant and equipment
( 5)
1
( 4)
$ 11,703
($
3,602)
$ 8,101
  • 37 -
Deferred tax liabilities
Temporary differences
Unappropriated earnings of
subsidiaries
Unrealized exchange gain

Opening Balance
$ 162,000

12,185

$ 174,185
Recognized in
Profit or Loss
( $ 2,000 )

288

($ 1,712)
Closing Balance




$ 160,000

12,473
$ 172,473
  • d. Unused loss carryforwards for which no deferred tax assets have been recognized in the parent company only balance sheets
Loss carryforwards
Expiry in 2030
Expiry in 2031
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
$ 90,821

273,812
$ 364,633
2020




$ 90,821

-
$ 90,821
  • d. Income tax assessments

The tax returns through 2019 of the Company have been assessed by the tax authorities.

19. EARNINGS PER SHARE

The earnings and weighted-average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

  • a. Net profit for the year
Earnings used in the computation of basic and diluted earnings
per share
For the Year Ended
December 31
For the Year Ended
December 31
For the Year Ended
December 31
2021
$ 4,892,584
2020
$ 878,425
  • b. The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:

Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares
Employee’s 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


2021
845,056


870

845,926
2020
845,056

346
845,402
  • 38 -

If the Company offered to settle the compensation paid to employees in cash or shares, the Company assumed that the entire amount of the compensation would 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.

20. CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash) and equity of the Company (comprising issued capital, reserves, retained earnings, and other equity).Key management personnel of the Company review the capital structure on a regular 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 Company may adjust the amount of dividends paid to shareholders, and/or the amount of new debt issued or existing debt redeemed.

The Company is not subject to any externally imposed capital requirements.

21. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the parent company only financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2021

Financial assets at FVTOCI
Equity investments
Domestic listed shares

Domestic unlisted shares

December 31, 2020
Financial assets at FVTOCI
Equity investments
Domestic listed shares

Domestic unlisted shares
Level 1
$ 1,903,974

-

$ 1,903,974

Level 1
$ 1,881,236

-

$ 1,881,236
Level 2
$ -

-

$ -

Level 2
$ -

-

$ -
Level 3
$ -

942,645

$ 942,645

Level 3
$ -

924,293

$ 924,293
Total
$ 1,903,974

942,645
$ 2,846,619
Total
$ 1,881,236

924,293
$ 2,805,529

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • 39 -

  • 2) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of domestic unlisted equity securities were determined using the asset-based approach. The asset-based approach assesses the fair-market value of each asset and liability of the target of evaluation, and considers risk factors like the liquidity discount rate to estimate the target’s fair value.

  • c. Categories of financial instruments
Financial assets
Financial assets at FVTOCI - equity instruments

Financial assets at amortized cost (1)
Financial liabilities
Amortized cost (2)
December 31 December 31
2021
$ 2,846,619
220,218
27,651,901
2020
$ 2,805,529

210,142

26,097,834
  • 1) The balances included financial assets at amortized cost, which comprise cash and cash equivalents, trade receivables (including related parties), other receivables and refundable deposits.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans (including current portion of long-term borrowings), short-term bills payable, trade payable (including related parties) and other payable.

  • d. Financial risk management objectives and policies

The Company’s major financial instruments include equity investments, derivative financial instruments, trade receivables, trade payables and borrowings. The Company’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Company’s policies approved by the board of directors, which provided written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Company entered into cross-currency swap contracts to mitigate the exchange rate risk and interest rates risk arising from the Company’s foreign currency denominated loans due to foreign operations.

There had been no change to the Company’s exposure to market risks or the manner in which these risks were managed and measured.

  • 40 -

a) Foreign currency risk

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities exposed to foreign currency risk at the end of the reporting period are set out in Note 26.

Sensitivity analysis

The Company was mainly exposed to the USD.

The sensitivity analysis included outstanding foreign currency denominated monetary items and foreign currency denominated loans due to foreign operations, and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. For a 10% strengthening of the New Taiwan dollar against the USD, the Company’s pre-tax profit for the years ended December 31, 2021 and 2020 would decrease by NT$3,307 thousand and NT$2,119 thousand, respectively. For a 10% weakening of the New Taiwan dollar against the USD, there would be an equal and opposite impact on pre-tax profit and the balances above would be negative. This was mainly attributable to the exposure to the Company’s USD denominated bank loans.

b) Interest rate risk

The Company was exposed to interest rate risk because entities in the Company borrowed funds at both fixed and floating interest rates.

The carrying amount of the Company’s financial assets and financial liabilities with exposure to interest rate risk at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31 December 31
2021
$ 35,047
13,798,487
37,472
13,380,000
2020
$ 50,437

16,681,363

19,590

9,061,000

The Company is exposed to cash flow interest rate risk in relation to floating-rate bank borrowings.

The Company is also exposed to fair value interest rate risk in relation to fixed-rate bank borrowings. It is the Company’s policy to keep its borrowings at fixed rate of interests so as to minimize the cash flow interest rate risk.

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2021 and 2020 would decrease/increase by NT$66,713 thousand and NT$45,207 thousand, respectively, which was mainly attributable to the Company’s exposure to interest rates on its variable-rate bank borrowings.

  • 41 -

c) Other price risk

The Company was exposed to equity price risk through its investments in equity securities. The Company manages this risk by maintaining a portfolio of investments with different risk levels. The Company’s equity price risk was mainly concentrated on equity instruments in Taiwan. Investments in equity securities are strategic investments made by the financial department of the Company.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 10% higher/lower, pre-tax other comprehensive income for the years ended December 31, 2021 and 2020 would increase/decrease by NT$284,662 thousand and NT$280,553 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Company could arise from the carrying amount of the respective recognized financial assets as stated in the parent company only balance sheets and the contingent liabilities would be generated if the financial guarantee is called upon.

The Company adopted a policy of credit risk management regarding operations. Risk assessment of counterparties takes into consideration the financial situation, credit rating by both external and internal parties, historical transaction records, current economic condition, and other factors that might affect the payment ability of the counterparty. This information is supplied by independent rating agencies where available and, if not available, the Company uses other publicly available financial information and its own trading records to rate its major customers.

The Company’s concentration of credit risk was related to the top five customers of the Company whose balances of trade receivables are among the top five. The Company’s exposure and the credit ratings of its counterparties are continuously monitored. When the counterparties are associates, the Company will consider them as of similar nature with the counterparties. In the years 2021 and 2020, the credit risk concentration was immaterial for any counterparty at any point in time.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’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.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2021 and 2020, the Company had available unutilized short-term bank loan facilities of NT$8,897,360 thousand and NT$7,895,200 thousand, respectively.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, and continuously monitoring forecast and actual cash flows as well as matching the maturity profiles of financial assets and liabilities.

  • 42 -

  • a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

December 31, 2021


Non-interest bearing

Floating interest rate
Fixed interest rate


December 31, 2020

Non-interest bearing

Floating interest rate
Fixed interest rate

On Demand or
Within 1 Year
$ 473,414
2,351,672

11,938,937

$ 14,764,023

On Demand or
Within 1 Year
$ 355,471
830,075

13,524,514

$ 14,710,060
1-5 Years
$ -

11,241,201

2,282,963

$ 13,524,164

1-5 Years
$ -

8,407,161

3,582,474

$ 11,989,635
More Than 5
Years






$ -

-

-
$ -
More Than 5
Years








$ -

-

-
$ -

Taking into account the Company’s financial position, management does not believe that it is probable that the banks will exercise their discretionary rights to demand immediate repayment.

The amount of floating interest rate instruments of the non-derivative financial assets and liabilities will vary due to the difference between the floating interest rate and the expected interest rate on the balance sheet dates.

22. TRANSACTIONS WITH RELATED PARTIES

  • a. Related party name and category
Related Party Name
Asia Cement Corporation (Asia Cement)

U-Ming Marine Transport (Singapore) Private Limited
(U-Ming Singapore)

U-Ming Marine Transport (Hong Kong) Limited (U-Ming
Hong Kong)

Overseas Shipping Pte. Ltd. (OSPL)

U-Ming Marine Offshore Company Limited (U-Ming
Marine Offshore)

Yuan Ding Co., Ltd. (Yuan Ding)

Asia Engineering Enterprise Corporation (Asia Engineering)
Far Eastern New Century Corporation (FENC)
Related Party Category
Investors that have significant influence
over the Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Related party in substance
Related party in substance
Related party in substance
  • 43 -

b. Operating revenue

Account Items
Freight revenue


Related Party Category/Name
Investors that have significant influence over the Company
Asia Cement

Subsidiaries
U-Ming Singapore
U-Ming Hong Kong

For the Year Ended
December 31
For the Year Ended
December 31
For the Year Ended
December 31
2021 2020


$ 518,753
95,208

9,445

$ 623,406



$ 532,516

217,146

12,055
$ 761,717

Freight rates are based on each vessel’s route, port call and loading/unloading rate, plus a markup to be negotiated on the basis of conditions and the specifications of bulk cement carriers. With the exception of the above charters, the terms of the transactions with related parties are generally the same as those for unrelated parties.

  • c. Purchases
Account Items
Freight costs

Related Party Category/Name
Subsidiaries
U-Ming Singapore

U-Ming Hong Kong
Related parties in substance

For the Year Ended
December 31
For the Year Ended
December 31
For the Year Ended
December 31
2021 2020


$ 468,519
185,048

6,549

$ 660,116



$ -

-

30,713
$ 30,713

The Company engages substantive related parties to provide business scheduling, ship material and repair services to the Company, and the relevant expenses are recognized as freight costs.

  • d. Receivables from related parties (excluding loans to related parties)
Account Items
Trade receivables from related

parties

Other receivables
Related Party Category/Name
Investors that have significant influence over the Company
Asia Cement

Subsidiaries


Subsidiaries
U-Ming Singapore

Others

December 31 December 31 December 31
2021 2020





$ 72,701

47

$ 72,748

$ 23,801

3,681

$ 27,482





$ 70,470

145
$ 70,615
$ 24,694

2,503
$ 27,197

The outstanding trade receivables from related parties are unsecured. No impairment loss was recognized for trade receivables from related parties for the years ended December 31, 2021 and 2020.

  • e. Payables to related parties (excluding loans from related parties)
Account Items
Trade payables - related parties

Related Party Category/Name
Subsidiaries
U-Ming Singapore

Related parties in substance

For the Year Ended
**December 31 **
For the Year Ended
**December 31 **
For the Year Ended
**December 31 **
2021 2020


$ 5,279

1,056

$ 6,335


$ -

391
$ 391
  • 44 -

  • f. Prepayments (classified as other current liabilities)

Account Items
Prepaid expenses
Related Party Category/Name
Subsidiaries
U-Ming Singapore

U-Ming Hong Kong

**December 31 ** **December 31 ** **December 31 **
2021 2020


$ 18,925

1,030

$ 19,955


$ 10,870

1,720
$ 12,590

g. Loans from related parties

For information about balance and interest rate of loans from related parties, refer to Table 1.

  • h. Endorsements and guarantees
Related Party Category/Name
Subsidiaries
Amount endorsed
Amount utilized
Liabilities recognized
December 31 December 31 December 31
2021
$ 6,436,870
$ 6,436,870
$ -
2020




$ 5,690,474

$ 5,690,474

$ -

For information about endorsements and guarantees, refer to Table 2.

i. Others

Account Items
Temporary payments (classified as

other current assets)
Temporary receipts (classified as

other current liabilities)

Rent expense

Other revenue

Related Party Category
Subsidiaries
U-Ming Hong Kong
U-Ming Singapore


Investors that have significant influence over the Company
Asia Cement (Note 1)

Subsidiaries
U-Ming Singapore
U-Ming Hong Kong


Related party in substance
Yuan Ding (Note 2)

Subsidiaries
U-Ming Singapore

Others
Related party in substance
FENC (Note 3)

For the Year Ended
**December 31 **
For the Year Ended
**December 31 **
For the Year Ended
**December 31 **
2021 2020








-

-

$ -

$ 15,000
7,407

-

$ 22,407

$ 20,068

$ 23,798
3,666

6,150

$ 33,614











$ 675

3,761
$ 4,436
$ 15,000

500

500
$ 16,000
$ 20,043
$ 24,227

2,475

6,970
$ 33,672

Note 1: Asia Cement deposited to the Company revolving funds for ships.

  • Note 2: Refundable deposits for the lease were NT$5,151 thousand and NT$4,573 thousand as of December 31, 2021 and 2020, respectively.

Note 3: Remuneration of directors.

  • 45 -

  • j. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

For the Year Ended
December 31
For the Year Ended
December 31
For the Year Ended
December 31
2021
$ 87,026


2,570

$ 89,596
2020




$ 31,883

2,856
$ 34,739

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

23. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been pledged or mortgaged as collateral for certain short-term bank loans and cash deposits of Taiwan Power Company:

Property, plant and equipment (transportation)

Financial assets at FVTOCI - current
Pledged deposits (classified as refundable deposits)

December 31 December 31 December 31
2021
$ 643,073
359,450

30,000

$ 1,032,523
2020





$ 706,717

354,300

35,000
$ 1,096,017

24. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company were as follows:

  • a. Significant commitments

  • 1) The Company entered into a long-term agreement with Taiwan Power Company (TPC) to provide voyage charter services of Panama Xtreme vessel on the pacific route through April 2024.

  • 2) The Company entered into an agreement with Taiwan Power Company (TPC) to provide operational services for four ships of TPC, namely Taipower Prosperity V, VI, VII and VIII. The contract period ends in 2027.

  • 3) U-Ming Hong Kong entered into shipbuilding contract with Oshima Shipbuilding Co., Ltd. to construct 4 bulk carriers. The total contract amount was US$144,800 thousand. As of December 31, 2021, U-Ming Hong Kong has paid US$14,480 thousand, and the contract obligations would begin to be fulfilled after the completion of shipbuilding. In May 2021, the Company, U-Ming Hong Kong and Oshima Shipbuilding Co., Ltd signed a tripartite agreement to transfer one of the bulk carriers to the Company. As of December 31, 2021, the Company has paid US$10,860 thousand.

  • 46 -

  • 4) The Company had provided commitment letters to Chinatrust Commercial Bank for the credit line of subsidiaries Yue-Li and Yue-Tung for NT$100,000 thousand and NT$50,000 thousand, respectively. According to the commitment letters, the Company had provided the sustainability plan of investment ratio and arrangement of borrowers’ repayment obligation. The Company had not provided any guarantee and obligation to the commitment items.

  • b. Contingencies

The Company had financial guarantees given to banks in respect of banking facilities to subsidiaries. Refer to Note 22(h) for the details.

25. OTHER ITEMS

The COVID-19 pandemic has a global impact since 2020. However, the market freight rate is gradually returning to a reasonable level, and the Company’s operation has returned to normal. The Company assessed that there was no doubts about its ability to continue operations and no asset impairment or financing risk was identified.

26. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and the respective functional currencies were as follows:

December 31, 2021

Carrying
Foreign Amount
Currencies (In Thousands
(In Thousands) Exchange Rate of NTD)
Financial assets
Monetary items
USD $
2,440
27.680 (USD:NTD) $
67,543
Non-monetary items
Investments accounted for using equity
method
USD 1,549,452 27.680 (USD:NTD) $ 42,888,823
Financial liabilities
Monetary items
USD 1,245 27.680 (USD:NTD) $
34,472
  • 47 -

December 31, 2020

Carrying
Foreign Amount
Currencies (In Thousands
(In Thousands) Exchange Rate of NTD)
Financial assets
Monetary items
USD $
2,074
28.480 (USD:NTD) $
59,062
Non-monetary items
Investments accounted for using equity
method
USD 1,376,904 28.480 (USD:NTD) $ 39,214,216
Financial liabilities
Monetary items
USD 1,330 28.480 (USD:NTD) $
37,871

Realized and unrealized foreign exchange gains (losses) by significant foreign currency were as follows:

Foreign
Currencies
USD
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021 Net Foreign
Exchange
Gains
(Losses)
$ 995
2020
Exchange Rate

28.009 (USD:NTD)
Exchange Rate

28.549 (USD:NTD)
Net Foreign
Exchange
Gains
(Losses)
$ 733

27. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (Table 1)

  • 2) Endorsements/guarantees provided. (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries and associates). (Table 3)

  • 4) Marketable securities acquired or 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)

  • 48 -

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)

  • 8)Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 5)

  • 9) Trading in derivative instruments. None.

  • 10) Information on investees. (Table 6)

  • b. Information on investments in mainland China:

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriated investment income, and limit on the amount of investment in the mainland China area. (Table 7)

  • 2) Significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None

  • c. Information of major shareholders List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)

  • 49 -

TABLE 1

U-MING MARINE TRANSPORT CORPORATION

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

No. Lender Borrower Financial Statement
Account
Related
Party
Highest
Balance for the
Period
(Note b)

Ending
Balance
(Note b)
Actual
Borrowing
Amount
(Note b)
Interest
Rate
Nature of
Financing
Business
Transaction
Amounts
Reasons for Short-term
Financing

Allowance for
Impairment
Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note b)
Aggregate
Financing Limits
(Note b)
Item Value
1 U-Ming Singapore Eagle
Winyield
New Cape Asia Shipping
Cape Asia (III)
Cape Asia
Other receivable -
related parties
Long-term receivables
- related parties
Long-term receivables
- related parties
Long-term receivables
- related parties
Long-term receivables
- related parties
Y
Y
Y
Y
Y
2,034,480
705,408
83,040
83,430
2,768
2,006,800
664,320
83,040
69,200
2,768
1,868,400
587,768
(Note c)
73,040
49,546
2,768
0.5575%-
0.58013%
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
Purchasing equipment of
transportation and
operational revolving
fund
Purchasing equipment of
transportation and
operational revolving
fund
Purchasing equipment of
transportation and
operational revolving
fund
Purchasing equipment of
transportation and
operational revolving
fund
Operational revolving
fund

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
30% of net worth of
subsidiary
$10,226,126
30% of net worth of
subsidiary
$10,226,126
30% of net worth of
subsidiary
$10,226,126
30% of net worth of
subsidiary
$10,226,126
30% of net worth of
subsidiary
$10,226,126
40% of net worth of
subsidiary
$13,634,835
40% of net worth of
subsidiary
$13,634,835
40% of net worth of
subsidiary
$13,634,835
40% of net worth of
subsidiary
$13,634,835
40% of net worth of
subsidiary
$13,634,835
2 U-Ming Hong Kong ITG-U-Ming Shipping Other receivables -
related parties
Y 602,546 602,546 26,573 - Short-term
financing
- Short-term financing - - - 30% of net worth of
subsidiary
$2,640,520
40% of net worth of
subsidiary
$3,520,694

Note a: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$27.68 as of December 31, 2021.

  • Note b: 1. The total amount available from U-Ming Marine Transport Corporation and its domestic subsidiaries for financing shall not exceed 50% of the borrower’s net worth per their most recent financial statements, the total financing amount for borrowers with short-term financing needs shall not exceed 15% of the borrower’s net worth, and the individual financing amount to each of such borrowers shall not exceed 5% of the borrower’s net worth.

  • The total amount available for financing from U-Ming (Singapore), U-Ming (Hong Kong), and foreign subsidiaries shall not exceed 50% of the net worth of the borrower, the total financing amount for borrowers with short-term financing needs shall not exceed 40% of the net worth of the borrower, and the individual amount available for financing to each of such borrowers shall not exceed 30% of the net worth of the borrower.

  • Note c: The financing amounts listed in Table 1 pertains only to the actual amounts utilized, and does not include the share of the loss of associates accounted for using the equity method of NT$125,397 thousand offset against long-term receivables - related parties.

  • 50 -

TABLE 2

U-MING MARINE TRANSPORT CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

No. Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee Given on
Behalf of Each Party
(Note a)
Maximum
Amount
Endorsed/
Guaranteed
During the Period
(Note a)

Ending Balance
(Note a)
Actual Amount
Borrowed
(Note a)
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Amount to
Net Equity in
Latest Financial
Statement
Aggregate
Endorsement/
Guarantee Limit
(Notes a and b)
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee Given
by Subsidiaries on
Behalf of Parent

Endorsement/
Guarantee Given
On Behalf of
Companies in
Mainland China
Name Relationship
0 U-Ming Marine Transport
Corporation
U-Ming Singapore
U-Ming Hong Kong
U-Ming Offshore
A subsidiary
A subsidiary
A subsidiary
50% of net worth of
the Company
$12,929,359
50% of net worth of
the Company
$12,929,359
50% of net worth of
the Company
$12,929,359
$ 6,601,845
1,215,706
281,427
$ 5,316,169
901,814
218,887
$ 5,316,169
901,814
218,887
$ -
-
-
20.56%
3.49%
0.85%
100% of net worth of
the Company
$25,858,718
100% of net worth of
the Company
$25,858,718
100% of net worth of
the Company
$25,858,718
Y
Y
Y
-
-
-
-
-
-
1 U-Ming Singapore Winyield An investee accounted for
using the equity method
by subsidiary
50% of net worth of
the subsidiary
$17,043,544
67,816 53,284 53,284 - 0.16% 100% of net worth of
the subsidiary
$34,087,088
- - -
2 U-Ming Hong Kong Baodarun 1 Shipping Ltd
Baodarun 2 Shipping Ltd
Baodarun 3 Shipping Ltd
Related party in substance
Related party in substance
Related party in substance
50% of net worth of
the Company
$4,400,867
50% of net worth of
the Company
$4,400,867
50% of net worth of
the Company
$4,400,867
176,322
176,322
207,517
176,322
176,322
207,517
176,322
176,322
207,517
-
-
-
2.00%
2.00%
2.36%
100% of net worth of
the Company
$8,801,735
100% of net worth of
the Company
$8,801,735
100% of net worth of
the Company
$8,801,735
-
-
-
-
-
-
-
-
-
3 Yue-Li Da Ju Fiber The subsidiary is its
supervisor
50% of net worth of
the subsidiary
$1,677,681
116,280 116,280 25,969 - 3.47% 100% of net worth of
the subsidiary
$3,355,362
- - -

Note a: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$27.68 as of December 31, 2021.

Note b: The total amount available for endorsements/guarantees to external parties provided by U-Ming shall not exceed the current net worth of the entity, and the individual amount available to each entity shall not exceed 50% of the net worth of the entity. The same restrictions apply to the entity’s subsidiaries.

  • 51 -

TABLE 3

U-MING MARINE TRANSPORT CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2021 December 31, 2021 Note Note Limit
Shares/Units
(Thousand)
Carrying
Value
Percentage
of
Ownership
(%)
Fair Value
(Note c)
Shares
Provided as
Pledge
(Thousand)
(Note b)
Value of
Pledged or
Mortgaged
Asset
U-Ming Marine Transport
Corporation
Yue-Li
Yue-Tung
Common stocks
Far Eastern New Century Corporation
Far Eastern International Bank
Asia Cement Corporation
Far EasTone Telecommunications Co., Ltd.
Oriental Union Chemical Corp.,
Far Eastern Department Stores Ltd.
Yue Yuan Investment Corporation
Common stocks
Far Eastern International Bank
Asia Cement Corporation
Oriental Union Chemical Corp.
CSBC Corporation, Taiwan
Far Eastern New Century Corporation
Far Eastern Department Stores Ltd.
Far EasTone Telecommunications Co., Ltd.
Everest Textile Co., Ltd.
Da Ju Fiber Co., Ltd.
Phison Electronics Corp.
GIGABYTE Technology Co., Ltd.
Common stocks
Far Eastern International Bank
Asia Cement Corporation
Far Eastern New Century Corporation
Far EasTone Telecommunications Co., Ltd.
Ding Shen Investment Co., Ltd.
Yue Yuan Investment Corporation
The chairman is the same
The chairman of the Company is its
vice-chairman
The major stockholder
The chairman is the same
The chairman is the same
The chairman is the same
An investee accounted for using equity method by
major stockholder
The chairman of the parent company is its
vice-chairman
The major stockholder of the parent company
The chairman of the parent company is the same
The subsidiary is its director
The chairman of the parent company is the same
The chairman of the parent company is the same
The chairman of the parent company is the same
The chairman of the parent company is its director
The subsidiary is its supervisor
None
None
The chairman of the parent company is its
vice-chairman
The major stockholder of the parent company
The chairman of the parent company is the same
The chairman of the parent company is the same
The subsidiary is its director
An investee accounted for using equity method by
majorstockholderofthe parent company
Financial assets at fair value through
other comprehensive income -
current
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through
other comprehensive income -
non-current
Financial assets at fair value through
other comprehensive income -
current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through
other comprehensive income -
non-current
Financial assets at fair value through
profit or loss - current
Same as above
Financial assets at fair value through
other comprehensive income -
current
Same as above
Same as above
Same as above
Financial assets at fair value through
other comprehensive income -
non-current
Same as above
31,180
82,536
1,793
331
99
4
91,487
154,125
13,240
4,862
4,671
1,516
1,769
2
7
31,933
66
160
136,728
7,628
8,057
510
40,329
9,537
$ 913,588
887,265
79,429
21,383
2,215
94
942,645
1,656,841
586,536
108,904
102,526
44,413
37,945
119
65
898,703
33,792
24,880
1,469,826
337,941
236,075
32,946
325,424
98,265
1
2
-
-
-
-
18
4
-
1
1
-
-
-
-
19
-
-
4
-
-
-
18
2
$ 913,588
887,265
79,429
21,383
2,215
94
942,645
1,656,841
586,536
108,904
102,526
44,413
37,945
119
65
898,703
33,792
24,880
1,469,826
337,941
236,075
32,946
325,424
98,265

10,000

-

1,500

-

-

-

-

94,166

10,600

2,000

-

-

-

-

-

-

-

-

11,282

7,585

8,000

500

-

-
$ 293,000

-

66,450

-

-

-

-
1,012,282
469,580

44,800

-

-

-

-

-

-

-

-
121,286
336,016
234,400

32,300

-

-
(Note a)
-
(Note a)
-
-
-
-
(Note a)
(Note a)
(Note a)
-
-
-
-
-
-
-
-
(Note a)
(Note a)
(Note a)
(Note a)
-
-
  • 52 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2021 December 31, 2021 December 31, 2021 Note Note Limit
Shares/Units
(Thousand)

Carrying
Value
Percentage
of
Ownership
(%)
Fair Value
(Note c)
Shares
Provided as
Pledge
(Thousand)
(Note b)
Value of
Pledged or
Mortgaged
Asset
U-Ming Singapore
U-Ming Hong Kong
Falcon
OSPL
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche A
Hutchison Port Holdings Trust
Bonds
Standard Chartered Bond
Standard Chartered Bond
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche A
Bonds
Societe Generale Bond
Societe Generale Bond
Common stocks
Asia Cement (China) Holdings Corporation
China Sanshui Cement Group Ltd.
Bonds
Standard Chartered Bond
Lloyds Bank Plc Bond
Societe Generale Bond
BNP Paribas Bond
Lloyds Bank Plc Bond
Standard Chartered Bond
BNP Paribas Bond
Societe Generale Bond
Bonds
Standard Chartered Bond
Standard Chartered Bond
Related party in substance
None
None
None
Related party in substance
Related party in substance
None
None
The major stockholder of parent company is the
same
The major stockholder of parent company is the
same
None
None
None
None
None
None
None
None
None
None
Financial assets at fair value through profit
or loss - current
Same as above
Financial assets at amortized cost - current
Financial assets at amortized cost -
non-current
Financial assets at fair value through profit
or loss - current
Same as above
Financial assets at amortized cost - current
Financial assets at amortized cost -
non-current
Financial assets at fair value through other
comprehensive income - current
Same as above
Financial assets at amortized cost - current
Same as above
Same as above
Same as above
Financial assets at amortized cost -
non-current
Same as above
Same as above
Same as above
Financial assets at amortized cost - current
Financial assets at amortized cost -
non-current
23
8,050

-
-
8
1

-
-
16,701
1,691

-
-
-
-
-
-
-
-

-
-
$ 846,545

50,135

87,352

45,703
549,773

28,055

1,546

57,700
295,164

11,763
114,557

1,004

566

559

86,193

73,464

57,380

56,728

28,328
221,602
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 846,545
50,135
87,352
45,703
549,773
28,055
1,546
57,700
295,164
11,763
114,557
1,004
566
559
86,193
73,464
57,380
56,728
28,328
221,602

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note a: They cannot be traded in pledged period.

Note b: They are pledged as collateral for issuing commercial paper and credit line of bank loans.

Note c: Fair value are determined as follows: (a) listed stock closing price on December 31, 2021; (b) the fair value measurement of unlisted stocks.

Note d: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$27.68 as of December 31, 2021.

(Concluded)

  • 53 -

TABLE 4

U-MING MARINE TRANSPORT CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Transaction Details Abnormal Transaction Abnormal Transaction Note/Accounts (Payable) or Receivable Note/Accounts (Payable) or Receivable Note
Purchase/
(Sale)
Amount % to Total Payment Terms Unit Price Payment
Terms
Ending Balance % to Total
U-Ming Marine Transport
Corporation
U-Ming Singapore
U-Ming Hong Kong
Asia Cement
U-Ming Singapore
U-Ming Hong Kong
Asia Cement
U-Ming Marine
Transport Corporation
U-Ming Hong Kong
U-Ming Singapore
U-Ming Marine
Transport Corporation
The major shareholder
Subsidiary
Subsidiary
The major shareholder of
the parent company

The parent company
The parent company is the
same
The parent company is the
same

The parent company
Sales
Purchase
Purchase
Sales
Sales
Purchase
Sales
Sales
$ (518,753)
468,519
185,048
(308,607)
(468,519)
164,139
(164,139)
(185,048)
(31.24)
32.35
12.78
(2.56)
(3.88)
2.01
(22.67)
(25.56)
Upon completion of
loading, within a
month
-
-
Upon completion of
loading, within 8
days
-
-
-
-
ad hoc basis
-
-
ad hoc basis
-
-
-
-
ad hoc basis
-
-
ad hoc basis
-
-
-
-
$ 72,701
(5,279)
-
786
5,279
(93,046)
93,046
1,219
92.28
(14.20)
-
0.19
1.27
(55.84)
92.05
1.21
-
-
-
-
-
-
-
-

Note: The foreign-currency amounts of payables and receivables were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$27.68 as of December 31, 2021; the foreign-currency amount of profit and loss items were translated into New Taiwan dollars at the average exchange rate of US$1=NT$28.009 for the year ended December 31, 2021.

  • 54 -

TABLE 5

U-MING MARINE TRANSPORT CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2021

(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
U-Ming Singapore Winyield
Eagle
An investee accounted for using
equity method by subsidiary
Subsidiary
Long-term receivable - related
parties $462,371
Other receivable-related parties
$1,869,657
-
-
$ -
-
-
-
$ -
-
$ -
-

Note: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$27.68 as of December 31, 2021.

  • 55 -

TABLE 6

U-MING MARINE TRANSPORT CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Investor Company Investee Company Location Main Businesses
and Products
Original Investment Amount Original Investment Amount As of December 31, 2021 As of December 31, 2021 As of December 31, 2021 Net Income
(Loss) of the
Investee
Share of Profits
(Loss)
Note
December 31,
2021
December 31,
2020
Shares
(Thousand)
Percentage of
Ownership
Carrying
Amount
U-Ming Marine
Transport
Corporation
Yue-Tung
U-Ming Singapore
U-Ming Hong Kong
Falcon
U-Ming Singapore
U-Ming Hong Kong
Yue-Li
Yue-Tung
U-Ming Offshore
Global Energy Maritime Co., Ltd.
Yue Ding Enterprise Corporation
Ding Ding Consultation Corporation
Cape Asia (III)
Cape Asia
Winyield
New Cape Asia
Eagle
Falcon
Yue-Li
Yue-Tung
OSPL
ITG-Uming Shipping
Drive Catalyst SPC (SP Tranche One)
Drive Catalyst SPC (SP Tranche Two)
Drive Catalyst SPC (SP Tranche Three)
Opas Fund Segregated Portfolio Company
Drive Catalyst SPC
Singapore
Hong Kong
Taipei
Taipei
Taipei
Taipei
Taipei
Taipei
Marshall Islands
Hong Kong
Hong Kong
Marshall Islands
Singapore
British Virgin Islands
Taipei
Taipei
Marshall Islands
Hong Kong
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Transport
Transport
Investment
Investment
Transport
Transport
Bulk and retail sale
of decorations and
commodity
Consultant
Transport
Transport
Transport
Transport
Transport
Investment
Investment
Investment
Transport
Transport
Investment
Investment
Investment
Investment
Investment
$ 2,649,382
121,923
1,500,000
1,360,400
50,000
2,054,100

186,080
50,000
2
3
-
-
-
661,080
700,000
489,600
474,692
578,113
122,860
111,440
231,360
1,624
491
$ 2,649,382
121,923
1,500,000
1,360,400
-
2,054,100
186,080
50,000
2
3
-
-
-
661,080
700,000
489,600
474,692
578,113
122,860
-
119,920
1,624
491
150,146
27,000
150,000
136,040
5,000
205,410
31,364
5,134
-
-
-
-
-
-
70,000
48,960
-
41,435
4
4
8
-
-
100
100
68
74
100
40
25
40
17
17
50
25
100
100
32
26
100
49
25
25
25
33
33
$ 34,087,088
8,801,735
2,287,701
2,118,028
48,429
1,958,610
479,270
95,458
99,731
92
-
30,241
2,999
843,219
1,067,661
762,266
803,638
820,141
111,666
116,861
236,449
1,370
457
$ 4,026,240
863,310
132,378
135,269
(1,571)
181,785
131,827
30,871
149,468
(42)

(92,228)
122,743
(82,751)
36,671
132,378
135,269
201,775
445,682
(526)
(6,258)
903
10
3
$ 4,026,240
863,310
90,258

99,471

(1,571)
72,728
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An indirect subsidiary
An indirect subsidiary
A subsidiary
A subsidiary
An indirect subsidiary
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method
An investee accounted for using equity method

Note: The foreign currency amounts of original investment were translated into New Taiwan dollars based on historical exchange rate; the foreign currency amounts of carrying value were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$27.68 as of December 31, 2021; the foreign currency amount of profit and loss items were translated into New Taiwan dollars at an average exchange rate of US$1=NT$28.009 for the year ended December 31, 2021.

  • 56 -

TABLE 7

U-MING MARINE TRANSPORT CORPORATION

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Investee Company Main Businesses
and Products
Main Businesses
and Products
Paid-in Capital Method of
Investment
Method of
Investment
Accumulated
Outward
Remittance for
Investments
from Taiwan as
of January 1,
2021
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investments
from Taiwan as
of December 31,
2021

Net Income
(Loss) of the
Investee
% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
Carrying
Amount as of
December 31,
2021
Accumulated
Repatriation of
Investment
Income as of
December 31,
2021
Outward Inward
U-Ming Xiamen
ITG-Uming Xiamen
Transport
Transport
$ 29,579
(US$ 1,000)
45,684
(US$ 1,568)
(Note a)
(Note a)
$ 29,579
(US$ 1,000)
45,684
(US$ 1,568)
$ -
-
$ -
-
$ 29,579
(US$ 1,000)
45,684
(US$ 1,568)
$ 1,691
1,449
100%
49%
$ 1,691
(Note b)
710
(Note c)
$ 39,908
42,675
$ -
-
Accumulated Outward
Investment Amounts Authorized Upper Limit on the Amount of
Remittance for Investments in
Mainland China as of
December 31, 2021
by the Investment Commission,
MOEA
Investments Stipulated by the
Investment Commission, MOEA
$75,263 (US$2,568) $75,263 (US$2,568) $15,515,231

Note a: The investment in the target company in mainland China was made by investing in an existing company, U-Ming Hong Kong, which was incorporated in a third area (other than Taiwan and mainland China).

Note b: The investment gain (loss) recognized was based on the investee company’s unaudited financial statements for the same period.

  • 57 -

TABLE 8

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES INFORMATION OF MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2021

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Asia Cement Corporation 331,701,152 39.25

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the parent company only financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • 58 -

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

ITEM STATEMENT INDEX

MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND EQUITY

STATEMENT OF CASH AND CASH EQUIVALENTS STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - CURRENT

STATEMENT OF ACCOUNTS RECEIVABLE STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME – NON-CURRENT

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT

STATEMENT OF DEFERRED INCOME TAX ASSETS STATEMENT OF SHORT-TERM BORROWINGS STATEMENT OF SHORT-TERM BILLS PAYABLE STATEMENT OF OTHER PAYABLES STATEMENT OF BANK LOANS STATEMENT OF DEFERRED INCOME TAX LIABILITIES

MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS STATEMENT OF OPERATING REVENUE STATEMENT OF OPERATING COSTS STATEMENT OF OPERATING EXPENSES FINANCIAL COSTS STATEMENT OF LABOR, DEPRECIATION AND AMORTIZATION BY FUNCTION

STATEMENT 1 STATEMENT 2

STATEMENT 3 STATEMENT 4

STATEMENT 5

Note 10

Note 18 STATEMENT 6 Note 12 Note 13 STATEMENT 7 Note 18

STATEMENT 8 STATEMENT 9 STATEMENT 10 Note 17 Note 17

  • 59 -

STATEMENT 1

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Item
Cash and cash equivalents
Cash in banks
Checking accounts
Time deposits
Foreign currency deposits
(US$1,322 thousand and
JPY415 thousand) (Note)
Postal Giro
Demand deposits
Cash on hand (US$10 thousand,
RMB5 thousand and JPY36
thousand) (Note)
Petty cash
Total
Description Amount



$ 18,012
5,047
27,416
376

9,680
60,531
299

122
$ 60,952

Note: Based on the exchange rate of US$1:NT$27.680, JPY1:NT$0.2405, RMB1:NT$4.3440, respectively.

  • 60 -

STATEMENT 2

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - CURRENT DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Name of Marketable Securities
Domestic listed shares
Far Eastern New Century Corporation
Far Eastern International Bank
Asia Cement Corporation
Far EasTone Telecommunications Co., Ltd.
Oriental Union Chemical Corp.,
Far Eastern Department Stores Ltd.
Shares
(In Thousands)
31,180
82,536
1,793
331
99
4
Par Value
(NT$)
10
10
10
10
10
10
Total Amount
$ 913,588
887,265
79,429
21,383
2,215

94
$ 1,903,974
Acquisition Cost
$ 280,788
534,113
21,685
14,515
2,229

18
$ 853,348
Fair Value
Unit Price
(NT$) (Note a)
Total Amount
29.3
$ 913,588
10.75
887,265
44.3
79,429
64.6
21,383
22.4
2,215
21.45

94
$ 1,903,974
Fair Value
Unit Price
(NT$) (Note a)
Total Amount
29.3
$ 913,588
10.75
887,265
44.3
79,429
64.6
21,383
22.4
2,215
21.45

94
$ 1,903,974
Note
Unit Price
(NT$) (Note a)
29.3
10.75
44.3
64.6
22.4
21.45






Note b

Note b


Note a: Fair value are determined as listed stock closing price on December 31, 2021.

Note b: 10,000 thousands shares of Far Eastern New Century Corporation and 1,500 thousands shares of Asia Cement Corporation are pledged as collateral for credit line of bank loans.

  • 61 -

STATEMENT 3

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Client
Related party
Asia Cement Corporation
U-Ming Singapore
Subtotal
Unrelated parties
Taiwan Power Company
PKR Offshore Co., Ltd
Subtotal
Total
Amount





$ 72,701

47

72,748
3,459

2,574

6,033
$ 78,781

Note: The amount of individual client included in others does not exceed 5% of the account balance.

  • 62 -

STATEMENT 4

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME – NON-CURRENT FOR THE YEARS ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Name of Marketable Securities
Yue Yuan Investment Corporation
Balance, January 1, 2021
Shares
(In Thousands)
Fair Value

91,487 $ 924,293
Balance, January 1, 2021
Shares
(In Thousands)
Fair Value

91,487 $ 924,293
Annual Changes
Additions
Decrease
Shares
(In Thousands)
Amount
Shares
(In Thousands)
Amount

- $ -

- $ -
Annual Changes
Additions
Decrease
Shares
(In Thousands)
Amount
Shares
(In Thousands)
Amount

- $ -

- $ -
Annual Changes
Additions
Decrease
Shares
(In Thousands)
Amount
Shares
(In Thousands)
Amount

- $ -

- $ -
Annual Changes
Additions
Decrease
Shares
(In Thousands)
Amount
Shares
(In Thousands)
Amount

- $ -

- $ -
Balance, December 31, 2021
Fair Value
(Note a)
Shares
(In Thousands)

91,487 $ 942,645
Balance, December 31, 2021
Fair Value
(Note a)
Shares
(In Thousands)

91,487 $ 942,645
Collateral

Notes
Additions
Shares
(In Thousands)
Amount

- $ -
Shares
(In Thousands)

91,487
Shares
(In Thousands)

91,487
Shares
(In Thousands)

-
Shares
(In Thousands)

-

Note a: Fair value are determined as the fair value measurement of unlisted stocks.

  • 63 -

STATEMENT 5

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEARS ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Annual Changes
Balance, January 1, 2021
Additions
Decrease
Name
Par Value
(SGD$, HKD$
And NT$)
Shares
(In
Thousands)
Amount
Shares
(In
Thousands)
Amount
Shares
(In
Thousands)
Amount
U-Ming Singapore
SGD$ 1
150,146 $ 31,050,956
- $ -
- $ -
U-Ming Hong Kong
HKD$ 1
27,000
8,163,260
-
-
-
-
Yue-Li
NT$ 10
150,000
2,299,914
-
-
-
-
Yue-Tung
NT$ 10
136,040
2,088,770
-
-
-
-
Global Energy Maritime
Co., Ltd.
NT$ 10
205,410
2,018,722
-
-
-
-
U-Ming Marine Offshore
NT$ 10
-
-
5,000
50,000
-
-

$ 45,621,622
$ 50,000
$ -

Note a: Including:
1. Share of gain of subsidiaries, associates and joint ventures accounted for using equity method
$ 5,150,436
2. Exchange differences on the financial statements of translating foreign operations
(
1,148,881 )
3. Unrealized gain on investments in financial assets at fair value through other comprehensive income (
96,617 )
4. Defined benefit plans actuarial gain

848
5. Investees distribute cash dividends
(
275,485)
6. Capital surplus - change in capital surplus from investment in associates and joint ventures
accounted for using the equity method
1
7. Gain on revaluation

2
8. Retained earnings
(
335)
$ 3,629,969
Increase
(Decrease) in
Using the
Equity Method
(Note a)
$ 3,036,132
638,475
(
12,213 )
29,258
(
60,112 )
(
1,571 )
($ 3,629,969)
Balance, December 31, 2021
Shares
(In
Thousands)
%
Amount
150,146
100 $ 34,087,088
27,000
100
8,801,735

150,000
68
2,287,701
136,040
74
2,118,028
205,410
40
1,958,610
5,000
100
48,429

$ 49,301,591
Balance, December 31, 2021
Shares
(In
Thousands)
%
Amount
150,146
100 $ 34,087,088
27,000
100
8,801,735

150,000
68
2,287,701
136,040
74
2,118,028
205,410
40
1,958,610
5,000
100
48,429

$ 49,301,591
Balance, December 31, 2021
Shares
(In
Thousands)
%
Amount
150,146
100 $ 34,087,088
27,000
100
8,801,735

150,000
68
2,287,701
136,040
74
2,118,028
205,410
40
1,958,610
5,000
100
48,429

$ 49,301,591
Net Assets
Value
$ 34,087,088
8,801,735
2,287,701
2,118,028
1,958,610

48,429
$ 49,301,591
Notes
Shares
(In
Thousands)
150,146
27,000

150,000
136,040
205,410
5,000
%
100
100
68
74
40
100







Note b
Note b
Note b
Note b
Note c
Note b

Note b: The amount is calculated based on the investee company’s audited financial statements as of December 31, 2021. Note c: The amount is calculated based on the investee company’s unaudited financial statements as of December 31, 2021.

  • 64 -

STATEMENT 6

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF SHORT-TERM BORROWINGS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Type
Unsecured loans
Bank of Taiwan

Mizuho Bank
Taipei Fubon Bank
Cathay United Bank
Taiwan Cooperative
Bank
Balance,
End of Year
$ 1,200,000
1,000,000
700,000

500,000

400,000
$ 3,800,000
Contract Period
2021.12.15-2022.03.15
2021.12.17-2022.03.17
2021.12.08-2022.01.07
2021.11.22-2022.02.22
2021.12.22-2022.01.21
Interest
Rates

0.810%

0.800%

0.820%

0.800%
0.850%
Loan
Commitments
1,200,000
1,000,000
1,000,000
500,000

800,000
$ 4,500,000
Collateral




Nil

Nil

Nil

Nil
Nil
  • 65 -

STATEMENT 7

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF BANK LOANS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Creditor Bank or Guarantee
Bank credit loans
Bank of Taiwan
First Commercial Bank
Taishin International Bank
Mega International Commercial
Bank
KGI Bank
Hua Nan Bank
Mega International Commercial
Bank
Mega International Commercial
Bank
BNP Paribas
Chang Hwa Bank
E.SUN Commercial Bank
Bank of China
Bank of Taiwan
Mega International Commercial
Bank
Taishin International Bank
Chinatrust Commercial Bank
Taiwan Business Bank
Contract Period and Repayment
2019.08.15-2022.08.15, lump sum repayment on
maturity, interest payment monthly
2021.12.22-2023.05.21, lump sum repayment on
maturity, interest payment monthly
2021.12.22-2026.12.21, lump sum repayment on
maturity, interest payment monthly
2018.08.15-2023.08.15, lump sum repayment on
maturity, interest payment monthly
2021.12.17-2023.12.16, lump sum repayment on
maturity, interest payment monthly
2021.12.23-2023.12.21, lump sum repayment on
maturity, interest payment monthly
2019.07.30-2024.07.30, lump sum repayment on
maturity, interest payment monthly
2021.11.22-2023.11.29, lump sum repayment on
maturity, interest payment monthly
2021.12.22-2023.12.21, lump sum repayment on
maturity, interest payment monthly
2020.12.24-2025.12.24, 3-year grace period. After the
grace period, the borrower should repay the
principal by quarterly installment, interest payment
monthly
2021.12.17-2023.12.16, lump sum repayment on
maturity, interest payment monthly
2021.12.13-2023.12.12, lump sum repayment on
maturity, interest payment monthly
2019.4.30-2024.4.30, 3-year grace period. Repay the
principal every 6 months , interest payment monthly
2017.08.30-2022.08.30, lump sum repayment on
maturity, interest payment monthly
2017.09.29-2022.09.29, lump sum repayment on
maturity, interest payment monthly
2018.03.19-2023.03.17, lump sum repayment on
maturity, interest payment monthly
2018.10.23-2023.10.23, 3-year grace period. After the
grace period, the borrower should repay the
principal by quarterly installment, interest payment
monthly.
Interest Rate
0.998%
0.800%
0.880%
1.470%
0.941%
0.820%
1.265%
0.825%
0.900%
0.980%
0.800%
0.810%
1.023%
1.460%
1.490%
0.980%
1.504%
Balance, December 31, 2021
Expired in
A Year
Expired after
A Year
Total Amount
$ 2,000,000
$ -
$ 2,000,000
-
1,500,000
1,500,000
-
1,500,000
1,500,000
-
1,000,000
1,000,000
-
1,000,000
1,000,000
-
1,000,000
1,000,000
-
1,000,000
1,000,000
-
980,000
980,000
-
900,000
900,000
-
800,000
800,000
-
700,000
700,000
-
600,000
600,000
240,000
360,000
600,000
500,000
-
500,000
500,000
-
500,000
-
500,000
500,000
250,000
250,000
500,000
Balance, December 31, 2021
Expired in
A Year
Expired after
A Year
Total Amount
$ 2,000,000
$ -
$ 2,000,000
-
1,500,000
1,500,000
-
1,500,000
1,500,000
-
1,000,000
1,000,000
-
1,000,000
1,000,000
-
1,000,000
1,000,000
-
1,000,000
1,000,000
-
980,000
980,000
-
900,000
900,000
-
800,000
800,000
-
700,000
700,000
-
600,000
600,000
240,000
360,000
600,000
500,000
-
500,000
500,000
-
500,000
-
500,000
500,000
250,000
250,000
500,000
Collateral
Expired in
A Year
$ 2,000,000
-
-
-
-
-
-
-
-
-
-
-
240,000
500,000
500,000
-
250,000
Expired after
A Year
$ -
1,500,000
1,500,000
1,000,000
1,000,000
1,000,000
1,000,000
980,000
900,000
800,000
700,000
600,000
360,000
-
-
500,000
250,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
  • 66 -
Creditor Bank or Guarantee
Yuanta Bank
Mega International Commercial
Bank
Bank of China
Mega International Commercial
Contract Period and Repayment
2021.11.23-2023.11.22, lump sum repayment on
maturity, interest payment monthly
2021.12.24-2023.12.23, lump sum repayment on
maturity, interest payment monthly
2021.12.15-2023.12.14, lump sum repayment on
maturity, interest payment monthly
2021.12.06-2023.12.05, lump sum repayment on
maturity, interest payment monthly
Interest Rate
0.800%
0.825%
0.773%
0.825%
Balance, December 31, 2021 Balance, December 31, 2021 Balance, December 31, 2021 Balance, December 31, 2021 Total Amount
500,000
400,000
300,000

100,000
$ 16,880,000
Collateral
Expired in
A Year
-
-
-

-
$ 3,490,000
Expired after
A Year
500,000
400,000
300,000

100,000
$ 13,390,000



Nil
Nil
Nil
Nil
  • 67 -

STATEMENT 8

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF OPERATING REVENUE FOR THE YEARS ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Name
Cement Carrier
Asia Cement No. 1
Asia Cement No. 3
Asia Cement No. 5
Asia Cement No. 6
Panamax
Cemtex Hunter
Vessel leased
Vessel management
Bareboat
Others
Total
Amount

$ 124,874
124,307
143,330

152,899
545,410
330,209
652,261
100,379
27,897
4,274
$ 1,660,430
  • 68 -

STATEMENT 9

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF OPERATING COSTS FOR THE YEARS ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Charter Hire
Fuel
Salaries and bonuses
Depreciation expense
Port charges
Others (Note)
Total
Amount

$ 653,191
235,286
188,200
155,696
87,692
128,347
$ 1,448,412

Note: The amount of each item in others does not exceed 5% of the account balance.

  • 69 -

STATEMENT 10

U-MING MARINE TRANSPORT CORPORATION

STATEMENT OF OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Item
Salaries and bonuses
Employees’ compensation & Remuneration to
directors
Depreciation and amortization expense
Computer fee
Professional service fee
Rental expense
Others (Note)
Total
Amount


$ 146,110
99,859
48,355
36,827
35,676
24,279

66,467
$ 457,573

Note: The amount of each item in others does not exceed 5% of the account balance.

  • 70 -