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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:
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We understood and tested the design and implementation of the key controls over the recognition of freight revenue.
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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.
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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:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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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.
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Note 16 and 22) OPERATING COSTS (Note 17 and 22) GROSS PROFIT OPERATING EXPENSES (Note 17 and 22) LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 22) Financial costs (Note 17) Share of the profit or loss of subsidiaries, associates and joint ventures (Note 9) Interest income Dividend income Loss on disposal of property, plant and equipment Net gain on foreign currency exchange (Note 26) Other losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) (Note 18) NET PROFIT FOR THE YEAR |
2021 Amount % $ 1,660,430 100 1,448,412 87 212,018 13 457,573 28 (245,555) (15) 37,375 2 (239,406) (14) 5,150,436 310 562 - 190,144 12 - - 4,087 - (4,568) - 5,138,630 310 4,893,075 295 491 - 4,892,584 295 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 1,039,426 100 839,354 81 200,072 19 283,668 27 (83,596) (8) 98,795 10 (239,773) (23) 895,702 86 3,667 - 213,655 21 (33) - 2,242 - (68,460) (7) 905,795 87 822,199 79 (56,226) (6) 878,425 85 (Continued) |
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 14) Unrealized gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries, associates and joint ventures using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Share of the other comprehensive income of subsidiaries, associates and joint ventures using the equity method Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 19) Basic Diluted |
2021 | % 1 2 (6) (66) (3) (72) 223 |
2020 | |||
|---|---|---|---|---|---|---|
| Amount $ 8,613 41,090 (95,767) (1,102,323) (46,558) (1,194,945) $ 3,697,639 $ 5.79 $ 5.78 |
Amount $ (12,376) (446,811) (453,027) (1,946,411) (83,088) (2,941,713) $(2,063,288) $ 1.04 $ 1.04 |
% (1) (43) (44) (187) (8) (283) (198) |
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The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2020 8,450,557 115,152 Appropriation of 2019 earnings Legal reserve - - Cash dividends distributed by the Company - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 14 Net profit for the year ended December 31, 2020 - - Other comprehensive income for the year ended December 31, 2020, net of income tax - - Total comprehensive income for the year ended December 31, 2020 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associate - - Cash dividends claimed after over prescription by shareholders - (3) Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2020 8,450,557 115,163 Appropriation of 2020 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 1 Net profit for the year ended December 31, 2021 - - Other comprehensive income for the year ended December 31, 2021, net of income tax - - Total comprehensive income for the year ended December 31, 2021 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associate - - Cash dividends claimed after over prescription by shareholders - (14) Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2021 $ 8,450,557 $ 115,150 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings 6,693,492 - 9,669,918 183,083 - (183,083 ) - - (1,605,606 ) - - - - - 878,425 - - (3,586) - - 874,839 - - 110 - - - - - (182) 6,876,575 - 8,755,996 87,477 - (87,477 ) - 1,022,797 (1,022,797) - - (1,014,067 ) - - - - - 4,892,584 - - 9,461 - - 4,902,045 - - 692 - - - - - (335) $ 6,964,052 $ 1,022,797 $ 11,534,057 |
Other Equity | Total 1,915,440 - - - - (2,938,127) (2,938,127) (110) - - (1,022,797) - - - - - (1,204,406) (1,204,406) (692) - - $ (2,227,895) |
Total Equity 26,844,559 - (1,605,606 ) 14 878,425 (2,941,713) (2,063,288) - (3) (182) 23,175,494 - - (1,014,067 ) 1 4,892,584 (1,194,945) 3,697,639 - (14) (335) $ 25,858,718 |
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| 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 |
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The accompanying notes are an integral part of the parent company only financial statements.
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF 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) |
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(Continued)
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U-MING MARINE TRANSPORT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings (Repayments of) proceeds from short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2021 $ (2,712,000) (770,001) 6,266,000 (1,350,000) (1,014,081) 419,918 (764) 17,156 43,796 $ 60,952 |
2020 $ (985,000) 4,070,000 3,237,500 (4,708,500) (1,605,609) 8,391 (1,030) (1,268) 45,064 $ 43,796 |
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The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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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 |
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| January 1, 2022 (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) |
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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.
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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.
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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.
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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) |
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| 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) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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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.
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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.
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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:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs 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:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period; and
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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.
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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.
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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.
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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.
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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 |
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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.
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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 |
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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.
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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.
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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% |
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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.
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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:
-
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.
-
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.
-
35 -
-
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 -