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WANHAI — Annual Report 2021
Nov 25, 2021
52169_rns_2021-11-25_af184c88-abcc-4ffc-b652-5e46b9c74184.pdf
Annual Report
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Stock Code:2615
WAN HAI LINES LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020
Address: 10TH FLOOR, No. 136, SUNG CHIANG ROAD, TAIPEI, TAIWAN Telephone: (02)2567-7961
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
〜 1 〜
Table Of Contents
| Contents 1. Cover Page 2. Table of Contents 3. The Representation Letter 4. Independent Auditors’ Report 5. Consolidated Balance Sheets 6. Consolidated Statements of Comprehensive Income 7. Consolidated Statements of Changes in Equity 8. Consolidated Statements of Cash Flows 9. Notes to the Consolidated Financial Statements (1) Company History (2) Approval Date and Procedures of the Consolidated Financial Statements (3) New Standards, Amendments and Interpretations adopted (4) Summary of Significant Accounting Policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation to Significant Accounts (7) Related-Party Transactions (8) Pledged Assets (9) Significant Contingencies and Commitments (10) Losses Due to Major Disasters (11) Significant Subsequent Events (12) Others (13) Other Disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in Mainland China (d) Major shareholders (14) Segment Information |
Page |
|---|---|
| 1 2 3 4 5 6 7 8 9 9 9~10 10~30 30 30~72 72~75 75 75~77 77 77 77 78~84 85~86 86~87 87 87~88 |
〜 2 〜
Representation Letter
The entities that are required to be included in the combined financial statements of Wan Hai Lines Ltd. as of and for the year ended December 31, 2021, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No.10 by the Financial Supervisory Commission “Consolidated and Separate Financial Statements.”
In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Wan Hai Lines Ltd. and its subsidiaries do not prepare a separate set of combined financial statements.
Company Name: Wan Hai Lines Ltd. Chairman: Jiufu Garden Co., Ltd. Representative: Po Ting Chen Date: March 15, 2022
〜 3 〜
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web home.kpmg/tw
Independent Auditors’ Report
To the Board of Directors of Wan Hai Lines Ltd.:
Opinion
We have audited the consolidated financial statements of Wan Hai Lines Ltd. and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2021 and 2020, and the consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2021 and 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- Revenue recognition
Please refer to Note(4)(p) “ Revenue” , Note (5)(a) “ Uncertainty associated with the assumptions and estimations for revenue recognition” and Note(6)(v) “Revenue disclosures” of the financial statements.
How the matter was addressed in our audit
The freight revenue is recognized in proportion to the stage of completion of the voyage measured by reference to the proportion of the actual shipping days incurred in balance sheet date. The voyage days is estimated depending on historical experience which involved high uncertainty. Consequently, this is one of the key areas our audit focused on.
〜 4 〜
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Our principal audit procedures included:
Understanding how the management estimates the voyage days of each route including its method and source; sampling the source data from the system and obtaining the method on how the system compute the voyage days to evaluate the reasonableness of the estimated voyage days of each route from the management.
- Additions of Property, plant and equipment
Please refer to note(4)(l) “Property, plant and equipment” and note(6)(j) “Property, plant and equipment”.
How the matter was addressed in our audit
The total amount of the Group’s property, plant and equipment accounts for a high proportion of the total assets, and the Group has material additions of property, plant and equipment this year. Consequently, this is one of the key areas our audit focused on.
Our principal audit procedures included:
Checking the total amount of the Company’ s Table of Additions to Table of Aggregation Changes. Checking out the huge addition of property, plant and equipment to the relevant vouchers. Performing on-site observation and stocktaking of representative Property, plant and equipment.
Other Matter
Wan Hai Lines Ltd. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
〜 4-1 〜
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
〜 4-2 〜
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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 Rou-Lan Kuo and Chun Kuang Chen.
KPMG
Taipei, Taiwan (Republic of China) March 15, 2022
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial statements of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
〜 4-3 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note (6)(a)) 1110 Current financial assets at fair value through profit or loss (note (6)(b)) 1137 Current financial assets at amortized cost (note (6)(d)) 1150 Notes receivable, net (notes (6)(f) and 6(v)) 1170 Accounts receivable, net (notes (6)(f), (6)(v) and (7)) 1140 Current contract assets (note (6)(v)) 1200 Other receivables, net (note (7)) 1330 Inventories (note (6)(g)) 1475 Receivables from agents (note (7)) 1479 Other current assets (note (8)) Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (note (6)(c)) 1550 Investments accounted for using equity method, net (note (6)(h)) 1600 Property, plant and equipment (notes (6)(j), (8) and (9)) 1755 Right-of-use assets (note (6)(k)) 1760 Investment property (note (6)(l)) 1780 Intangible assets (note (6)(m)) 1900 Other non-current assets (notes (6)(s), (8) and (9)) Total assets |
2021.12.31 Amount % $ 103,001,818 40 6,261,076 2 63,717 - 72,604 - 7,356,998 3 7,835,522 3 1,026,753 - 3,855,688 2 1,873,574 1 1,349,828 1 132,697,578 52 5,010,691 2 1,249,446 - 82,634,574 32 18,245,877 7 3,779,794 2 75,808 - 13,987,057 5 124,983,247 48 $ 257,680,825 100 |
2020.12.31 Amount % 15,765,903 15 4,844,840 5 - - 52,358 - 3,589,346 3 1,530,849 1 1,425,327 1 1,887,030 2 1,213,957 1 1,026,960 1 31,336,570 29 4,487,899 4 1,178,944 1 54,166,521 50 7,727,240 7 3,770,753 4 81,857 - 5,847,834 5 77,261,048 71 108,597,618 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note (6)(n)) 2126 Current financial liabilities for hedging (notes (6)(e) and (q)) 2170 Accounts payable (note (7)) 2200 Other payables (note (7)) 2230 Current tax liabilities (note (6)(s)) 2280 Current lease liabilities (note (6)(q)) 2320 Current portion of long-term loans (notes (6)(o), (6)(p) and (8)) 2350 Payables to agents (note (7)) 2300 Other current liabilities (notes (6)(v) and (7)) Non-Current liabilities: 2511 Non-current financial liabilities for hedging (notes (6)(e) and (q)) 2530 Bonds payable (note (6)(p)) 2540 Long-term borrowings (notes (6)(o) and (8)) 2570 Deferred tax liabilities 2580 Non-current lease liabilities (note (6)(q)) 2640 Accrued pension liabilities non-current (note(6)(r)) 2645 Guarantee deposits received Total liabilities Equity attributable to owners of parent (notes (6)(t) and (u)): Share capital: 3110 Ordinary share 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Retained earnings-unappropriated Other equity interest: 3411 Exchange differences on translation of foreign financial statements 3420 Unrealized gains (losses) on financial assets at fair value through other comprehensive income 3450 Gains (losses) on hedging instruments (note(6)(e)) Total equity attributable to owners of parent: 36XX Non-controlling interests Total equity Total liabilities and equity |
2021.12.31 | 2020.12.31 Amount % 50,000 - 818,459 1 8,386,638 8 2,994,247 3 1,221,166 1 1,202,970 1 7,445,416 7 127,385 - 2,502,981 2 24,749,262 23 2,855,649 3 12,600,000 11 15,785,110 14 4,157,326 4 2,854,667 2 687,775 1 735,487 1 39,676,014 36 64,425,276 59 22,182,975 21 1,271,775 1 7,225,691 7 1,519,682 1 14,941,889 14 23,687,262 22 (3,465,395) (3) 75,448 - 150,344 - (3,239,603) (3) 43,902,409 41 269,933 - 44,172,342 41 108,597,618 100 |
|---|---|---|---|---|
| Amount % |
||||
| $ 30,000 - 985,592 - 11,378,608 5 5,973,102 2 10,553,576 5 8,381,559 3 8,025,040 3 138,137 - 2,595,117 1 48,060,731 19 2,576,487 1 9,000,000 4 26,296,338 10 19,065,776 7 6,323,316 3 638,379 - 1,147,358 - 65,047,654 25 113,108,385 44 24,401,273 10 1,271,775 1 8,354,970 3 3,239,603 1 110,994,900 43 122,589,473 47 (4,617,000) (2) 445,677 - 183,828 - (3,987,495) (2) 144,275,026 56 297,414 - 144,572,440 56 $ 257,680,825 100 |
Seeing accompanying notes to financial statements.
〜 5 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Operating revenue (notes (6)(v) and (7)) 5000 Operating costs (notes (6)(g) and (7)) Gross profit 6200 Total administrative expenses 6450 Expected credit loss (gain)(note(6)(f)) Total operating expenses Income from operations Non-operating income and expenses (notes (6)(h) and (6)(x)): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method Total non-operating income and expenses 7900 Profit before tax 7950 Less: Income tax expenses Net Profit Other comprehensive income (loss): 8310 Items that may not be reclassified subsequently to profit and loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Less: Income tax related to components of other comprehensive income that may not be reclassified subsequently Total items that may not be reclassified subsequently to profit and loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation 8368 Gains (losses) on hedging instrument 8399 Less: Income tax related to components of other comprehensive income that may be reclassified to profit or loss Total items that may be reclassified subsequently to profit and loss Other comprehensive income (net of tax) 8500 Total comprehensive income Profit (loss), attributable to: 8610 Owners of the parent company 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of the parent company 8720 Non-controlling interests 9750 Basic earnings per share (New Taiwan Dollar) (note (6)(u)) 9850 Diluted earnings per share (New Taiwan Dollar) (note (6)(u)) |
2021 | % 100 41 59 3 - 3 56 - - 1 - - 1 57 11 46 - - - - (1) - - (1) (1) 45 46 - 46 45 - 45 42.35 42.27 |
2020 Amount 81,880,182 64,298,815 17,581,367 4,799,709 - 4,799,709 12,781,658 71,877 320,420 1,399,993 (527,398) 203,445 1,468,337 14,249,995 2,892,507 11,357,488 (31,848) 275,824 7,654 251,630 (2,128,947) 116,840 11,916 (2,000,191) (1,748,561) 9,608,927 11,316,981 40,507 11,357,488 9,572,865 36,062 9,608,927 |
% 100 78 22 6 - 6 16 - - 2 - - 2 18 4 14 - - - - (2) - - (2) (2) 12 14 - 14 12 - 12 4.64 4.63 |
|---|---|---|---|---|
| Amount $ 228,005,453 93,352,853 134,652,600 6,973,835 5,374 6,979,209 127,673,391 82,315 320,721 1,651,628 (729,914) 196,599 1,521,349 129,194,740 25,777,512 103,417,228 (10,323) 370,229 6,222 366,128 (1,169,976) 33,484 387 (1,136,105) (769,977) $ 102,647,251 $ 103,342,908 74,320 $ 103,417,228 $ 102,590,915 56,336 $ 102,647,251 $ $ |
||||
Seeing accompanying notes to financial statements.
〜 6 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS
WAN HAI LINES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2020 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriation of retained earnings: Legal reserve Reversal of special reserve Cash dividends Changes in non-controlling interests Balance at 2020.12.31 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriation of retained earnings: Legal reserve Special reserve appropriated Cash dividends Stock dividends of ordinary share Changes in non-controlling interests Balance at December 31, 2021 |
Equity Attri | butable to Owners of the | Company | Non-controlling Interests |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock | Capital Surplus |
Retained Earnings | Other Equity Items | Total Equity Attributable to Owners of Parent |
|||||||
| Foreign Currency Translation Differences Arising from Foreign Operations |
Unrealized Gains (losses) from financial assets measured at fair value through other comprehensive income |
Gains (losses) on hedging instruments |
|||||||||
| Common Stock |
Legal reserve |
Special reserve |
Retained Earnings - Unappropriated |
||||||||
| $ 22,182,975 - - - - - - - 22,182,975 - - - - - - 2,218,298 - $ 24,401,273 |
1,271,775 | 6,869,483 | 810,700 | 6,488,930 | (1,352,809) | (200,376) | 33,504 | 36,104,182 | 244,283 | 36,348,465 | |
| - - |
- - |
- - |
11,316,981 (24,194) |
- (2,112,586) |
- 275,824 |
- 116,840 |
11,316,981 (1,744,116) |
40,507 (4,445) |
11,357,488 (1,748,561) |
||
| - | - | - | 11,292,787 | (2,112,586) | 275,824 | 116,840 | 9,572,865 | 36,062 | 9,608,927 | ||
| - - - - |
356,208 - - - |
- 708,982 - - |
(356,208) (708,982) (1,774,638) - |
- - - - |
- - - - |
- - - - |
- - (1,774,638) - |
- - - (10,412) |
- - (1,774,638) (10,412) |
||
| 1,271,775 - - |
7,225,691 - - |
1,519,682 - - |
14,941,889 103,342,908 (4,101) |
(3,465,395) - (1,151,605) |
75,448 - 370,229 |
150,344 - 33,484 |
43,902,409 103,342,908 (751,993) |
269,933 74,320 (17,984) |
44,172,342 103,417,228 (769,977) |
||
| - | - | - | 103,338,807 | (1,151,605) | 370,229 | 33,484 | 102,590,915 | 56,336 | 102,647,251 | ||
| - - - - - |
1,129,279 - - - - |
- 1,719,921 - - - |
(1,129,279) (1,719,921) (2,218,298) (2,218,298) - |
- - - - - |
- - - - - |
- - - - - |
- - (2,218,298) - - |
- - - - (28,855) |
- - (2,218,298) - (28,855) |
||
| 1,271,775 | 8,354,970 | 3,239,603 | 110,994,900 | (4,617,000) | 445,677 | 183,828 | 144,275,026 | 297,414 | 144,572,440 |
Seeing accompanying notes to financial statements.
〜 7 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) / Provision (reversal of provision) for bad debt expense Net (gain) loss on financial assets at fair value through profit or loss Interest expense Interest revenue Dividend income Share of income of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Loss (gain) on unrealized foreign exchange gain Others Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value Contract assets Notes receivable Accounts receivable (including related parties) Other receivables Inventories Receivables from agents Other current assets Total changes in operating assets, net Changes in operating liabilities, net: Accounts payable (including related parties) Other payables Payables to agents Other current liabilities Accrued pension liabilities Total changes in operating liabilities, net Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of investment property Other non-current assets Interest received Dividends received Net cash used in investing activities Cash flows from financing activities: Increase in short-term loans Proceeds from issuing bonds Repayments of bonds Proceeds from long-term loans Repayment of long-term loans Guarantee deposits received Payments of lease liabilities Cash dividends paid Interest paid Change in non-controlling interests Net cash used in financing activities Foreign exchange rate effects Net increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period |
2021 $ 129,194,740 13,784,877 56,402 5,374 (1,274,831) 729,914 (82,315) (319,224) (196,599) (240,440) 82,967 (5,451) 12,540,674 (141,405) (6,304,673) (20,246) (3,773,026) 396,572 (1,968,658) (659,617) (242,861) (12,713,914) 2,991,970 1,987,966 10,752 91,204 (59,719) 5,022,173 (7,691,741) 4,848,933 134,043,673 (1,437,141) 132,606,532 (163,017) (63,717) - (34,338,701) 334,132 (49,842) (45,332) (8,384,486) 80,193 443,620 (42,187,150) (20,000) - (3,800,000) 18,267,783 (6,307,447) 412,802 (7,339,116) (2,218,298) (733,225) (28,855) (1,766,356) (1,417,111) 87,235,915 15,765,903 $ 103,001,818 |
2020 14,249,995 5,768,605 67,986 - (783,642) 527,398 (71,877) (320,420) (203,445) (208,852) (403,295) (1,269) |
|---|---|---|
| 4,371,189 | ||
| 8,039 (797,160) (12,623) (1,382,571) (243,992) 109,423 (274,877) (222,886) |
||
| (2,816,647) | ||
| 262,259 781,973 114,822 858,825 (47,497) |
||
| 1,970,382 | ||
| (846,265) | ||
| 3,524,924 | ||
| 17,774,919 (207,890) |
||
| 17,567,029 | ||
| (548,058) - (385) (17,235,041) 342,340 (22,888) (2,071,850) (1,626,584) 77,575 439,723 |
||
| (20,645,168) | ||
| (20,000) 2,500,000 - 12,463,723 (8,027,117) 150,430 (998,801) (1,774,638) (557,631) (10,412) |
||
| 3,725,554 | ||
| (360,972) 286,443 15,479,460 |
||
| 15,765,903 |
Seeing accompanying notes to financial statements.
〜 8 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company History
Wan Hai Lines Ltd. (the Company) was incorporated as a company limited by shares on February 24, 1965, under the approval of the Ministry of Economic Affairs, ROC. The address of the Company’ s registered office is 10F, No. 136 Sung Chiang Rd., Taipei City. The Company and its subsidiaries (the Group) are primarily involved in the business of international marine transportation, shipping agencies, container storage service, and the sale and rental of vessels and containers.
(2) Approval Date and Procedures of the Consolidated Financial Statements
The Board of Directors approved and issued the consolidated financial statements on March 15, 2022.
(3) New Standards, Amendments and Interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:
-
●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from April 1, 2021:
-
●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:
-
-
-
●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
-
-
-
●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
●Annual Improvements to IFRS Standards 2018–2020
-
●Amendments to IFRS 3 “Reference to the Conceptual Framework”
〜 9 〜
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. January 1, 2023 |
|---|---|
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
●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” and amendments to IFRS 17 “ Insurance Contracts”
-
●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”
(4) Summary of Significant Accounting Policies
The accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language consolidated financial statements, the Chinese version shall prevail.
The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.
〜 10 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- (a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission, ROC. ( hereinafter referred to as the "IFRS endorsed by the FSC" )
-
(b) Basis of preparation
-
Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis except for the following material items in the statement of financial position:
-
1) Financial instruments measured at fair value through profits or losses are measured at fair value;
-
2) Fair value through other comprehensive income is measured at fair value; and
-
3) Hedging financial instruments are measured at fair value;
-
4) The net defined benefit liability (asset) is recognized as the fair value of plan assets, less the present value of the defined benefit obligation, with a limit based on a defined benefit asset.
-
Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’ s functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.
-
(c) Basis of Consolidation
-
Principle of preparation of the consolidated financial statements
The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to , variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intra-group balances and transactions, and any unrealized income and expenses arising from Intra-group transactions, are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.
〜 11 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- List of subsidiaries in the consolidated financial statements:
| Name of investor |
Name of subsidiary |
Principal activity |
Shareholding % | Shareholding % | Note |
|---|---|---|---|---|---|
| 2021.12.31 | 2020.12.31 | ||||
| The Company |
Wan Hai Lines (Singapore) Pte. Ltd. (WHL Singapore) |
International freight transportation, agency services for transport affairs, vessel leasing |
% 100.00 |
% 100.00 |
|
| The Company |
T.K. Logistics International Co., Ltd. (TK) |
Managing container terminals and storage facilities |
% 55.00 |
% 55.00 |
|
| The Company |
k.k. WH Corporation (WH Corporation) |
Operating and managing container yard and vessel leasing |
% 100.00 |
% 100.00 |
|
| The Company |
Wan Hai Lines (Germany) GmbH (WHL Germany) |
International freight transportation and agency services for transport affairs |
% - |
% - |
Completed liquidation process on March 2020. |
| The Company |
Bao Sheng Shipping Agency Co., Ltd. (BS) |
Agency services for transportation affair and contracting ocean shipping and related services |
% 70.01 |
% 70.01 |
|
| WHL Singapore |
Wan Hai Line (M) Sdn. Bhd. (WHL Malaysia) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
Wan Hai Lines (HK) Ltd. (WHL Hong Kong) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
Wan Hai Lines (Phils.), Inc. (WHL Phils.) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
Wan Hai Lines (Korea) Ltd. (WHL Korea) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
Wan Hai International Pte. Ltd. (WHL INTL.) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
Yi Chun Shipping Agencies Sdn. Bhd. (Yi Chun) |
ODD operation | % 100.00 |
% 100.00 |
|
| WHL Singapore |
Wan Hai (Vietnam) Ltd. (WHL Vietnam) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
〜 12 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of investor |
Name of subsidiary |
Principal activity |
Shareholding % | Shareholding % | Note |
|---|---|---|---|---|---|
| 2021.12.31 | 2020.12.31 | ||||
| WHL Singapore |
Wan Hai Lines (Thailand) Ltd. (WHL Thailand) |
International freight transportation and agency services for transport affairs |
% 49.00 |
% 49.00 |
The Company did not directly or indirectly hold over one-half of the voting rights of WHL-Thailand; however, the subsidiary WHL Singapore occupies three of the five seats on the board of WHL-Thailand. As a result, WHL Singapore has a direct control over WHL-Thailand. |
| WHL Singapore、 WHL INTL |
WanHai Lines Ecuador S.A. (WHL Ecuador) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 51.00 |
The Company acquired the non- controlling interest in January 2021, increasing its equity from 51% to 100%. |
| WHL Singapore |
Wan Hai Lines (USA) Ltd. (WHL USA) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
Bravely International Pte. Ltd. (BI) |
International freight transportation and investment |
% 100.00 |
% 100.00 |
|
| WHL Singapore |
HE CHUN LOGISTICS COMPANY LTD. (HE CHUN) |
ODD operations | % 100.00 |
% 100.00 |
|
| WHL Singapore |
Wan Hai Shipping Limited. |
International freight transportation and agency services for transport affairs |
% 70.00 |
% 70.00 |
|
| WHL Singapore、 WHL INTL. |
Wan Hai Lines Peru S.A.C.(WHL Peru) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL USA | Wan Hai Lines (Arizona) LLC ( WHL Arizona) |
House rental and management services |
% 100.00 |
% 100.00 |
|
| WHL INTL. | Wan Hai Lines (India) PVT Ltd. (WHL India) |
International freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| WHL INTL. | Infinite Marine Investment Co., Ltd. |
Investment | % 100.00 |
% 100.00 |
|
| BI | Bravely (Myanmar) Transport and Logistics Company LTD. ( Bravely (Myanmar)) |
Managing container, storage and logistics services |
% 80.00 |
% 80.00 |
|
| WHL Hong Kong |
Guangzhou Wan Hai Information Technology Ltd. (GZIT) |
Information software service |
% 100.00 |
% 100.00 |
〜 13 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of investor |
Name of subsidiary |
Principal activity |
Shareholding % | Shareholding % | Note |
|---|---|---|---|---|---|
| 2021.12.31 | 2020.12.31 | ||||
| WHL Hong Kong |
Dawin Logistics (International) Ltd. (Dawin) |
Transportation and storage services |
% 100.00 |
% 100.00 |
|
| Dawin | Shenzhen Uniwin International Logistics Ltd. (Shenzhen Uniwin) |
Freight transportation and agency services for transport affairs |
% 100.00 |
% 100.00 |
|
| Dawin | Blue Ocean Logistics (Shanghai) Ltd. (Blue) |
Containers, storage and international transportation services |
% 100.00 |
% 100.00 |
|
| Shenzhen Uniwin |
Clipper International Shipping Agency Ltd. (Clipper) |
International shipping agency services |
% 49.00 |
% 49.00 |
The Company did not directly or indirectly hold over one-half of the voting rights of Clipper; however, the subsidiary, Shenzhen Uniwin, occupies four of the five seats on the board of Clipper. As a result, the Company has direct control over Clipper. |
| Shenzhen Uniwin |
Shenzhen Yong Chun International Shipping Management Co., Ltd. (SZYC) |
International shipping management |
% 90.00 |
% 90.00 |
-
Subsidiaries excluded from the consolidated financial statements: None.
-
(d) Foreign currency
-
1.Foreign currency transaction
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) qualifying cash flow hedges to the extent that the hedges are effective.
-
2.Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
〜 14 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
- (e) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as noncurrent.
-
It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
It is held primarily for the purpose of trading;
-
It is expected to be realized within twelve months after the reporting period; or
-
The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as noncurrent.
An entity shall classify a liability as current when:
-
It is expected to be settled in the normal operating cycle;
-
It is held primarily for the purpose of trading;
-
It is due to be settled within twelve months after the reporting period; or
-
The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
-
(f) Cash and cash equivalents
Cash comprise cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. The saving deposits which satisfied the definition above and held for the purpose of meeting short-term cash commitments, rather than for investment or other purposes, are reported as cash equivalents.
Bank overdrafts that are repayable on demand and from an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
〜 15 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(g) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
1.Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI )
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
〜 16 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Group’ s right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
‧how the performance of the portfolio is evaluated and reported to the Group’s management;
-
‧the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
-
‧how managers of the business are compensated─e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
-
‧the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group’ s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
〜 17 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- 5) Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘ principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
-
‧contingent events that would change the amount or timing of cash flows;
-
‧terms that may adjust the contractual coupon rate, including variable rate features;
-
‧prepayment and extension features; and
-
‧ terms that limit the Group’ s claim to cash flows from specified assets (e.g. non-recourse features).
-
6) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, receivables from agents, guarantee deposit paid and other financial assets) and contract assets.
The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:
-
‧debt securities that are determined to have low credit risk at the reporting date; and
-
‧other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available (without undue cost or effort). This includes both quantitative and qualitative information and analysis, based on the Group’ s historical experience and informed credit assessment and including forward-looking information.
The Group considers a time deposit to have low credit risk when its trading counterparties' credit risk ratings are equivalent to the globally understood definition of ‘investment grade ’.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
〜 18 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls. The difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive. ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
‧significant financial difficulty of the borrower or issuer;
‧a breach of contract such as a default or being more than 90 days past due;
-
‧the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
-
‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or
‧the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’ s procedures for recovery of amounts due.
- 7) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
〜 19 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-
Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
- 3) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 4) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
3.Hedge accounting
The Group designates certain hedging instruments (which include non-derivatives in respect of foreign currency risk) as cash flow hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.
1) Cash flow hedges
The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under ‘ other equity — gains (losses) on hedging instruments’, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.
〜 20 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are removed from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. Furthermore, if the Group expects that some or all of the loss accumulated in other equity will not be recovered in the future, that amount is immediately reclassified to profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. The discontinuation is accounted for prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in other equity remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’ s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified to profit or loss.
(h) Inventories
Fuels purchased by the Group are recorded under inventory account. Inventories are measured at the lower of cost or net realizable value. The cost of inventories consists of all costs of purchase and other costs incurred in bringing the inventories to a salable and useable location and condition. Inventory cost is calculated using the first-in first-out principle.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(i) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Group’ s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.
Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.
When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
〜 21 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(j) Joint Arrangements
A joint arrangement is an arrangement of which two or more parties have joint control. The IFRS classifies joint arrangements into two types — joint operations and joint ventures, which have the following characteristics: (a) the parties are bound by a contractual arrangement; and (b) the contractual arrangement gives two or more of those parties joint control of the arrangement. IFRS 11 “ Joint Arrangements” defines joint control as the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (ie activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.
A joint venture is a joint arrangement whereby the Group has joint control of the arrangement (i.e. joint venturers) in which the Group has rights to the net assets of the arrangement , rather than rights to its assets and obligations for its liabilities. The Group recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Group qualifies for exemption from that Standard. Please refer to note (4)(i) for the application of the equity method.
When assessing the classification of a joint arrangement, the Group considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.
- (k) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
(l) Property, plant, and equipment
- 1.Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- 2.Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
〜 22 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| are as follows: | |
|---|---|
| 1)Buildings | 23~56 years |
| 2)Vessel equipment | 2~25 years |
| 3)The major component of vessels: docking repair assets | 2.5 years |
| 4)Containers | 1~10 years |
| 5)Privileged wharf equipment | 2~15 years |
| 6)Other equipment | 3~15 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date, and adjusted if appropriate.
(m) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(i) As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
〜 23 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Lease payments included in the measurement of the lease liability comprise the following:
-
-
-
fixed payments, including in-substance fixed payments;
-
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
-
-
-
-
amounts expected to be payable under a residual value guarantee; and
-
payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
-
-
there is a change in future lease payments arising from the change in an index or rate; or
-
- there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
-
- there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
-
- there is a change of its assessment on whether it will exercise a extension or termination option; or
-
-
-
there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
If an arrangement contains lease and non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases of vessels, buildings, containers and other equipment that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
〜 24 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As a practical expedient, the Group elects not to assess whether all rent concessions that meets all the following conditions are lease modifications or not:
-
- the rent concessions occurring as a direct consequence of the COVID-19 pandemic;
-
- the change in lease payments that resulted in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
-
- any reduction in lease payments that affects only those payments originally due on, or before, June 30, 2021; and
-
-
-
there is no substantive change in other terms and conditions of the lease.
In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.
- (ii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.
- (n) Intangible assets
1.Recognition and measurement
Goodwill arising from the acquisition of a subsidiary is measured at cost less accumulated impairment loss.
Expenses related to research activities are recognized as profit of loss incurred.
Development expenditures are made only when they can be reliably measured, the technical or commercial viability of the product or process has been achieved, it is probable that future economic benefits will flow to the Company, and the Company intends and has sufficient resources to complete the development and use or sell the asset be capitalized.
Other development expenditures are recognized in profit or loss as incurred. After original recognition, capitalized development expenditure is measured at its cost less accumulated amortization and accumulated impairment.
Other intangible assets, including software and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
2.Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
〜 25 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
1)Software 1~5 years 2)Trademarks 3~10 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
- (o) Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
-
(p) Revenue
-
1.Revenue from contracts with customers
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.
〜 26 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1) Service revenue
The Group provides vessel transportation services and recognizes revenue using percentage-ofcompletion of voyage method. If the Group has recognized revenue, but not have the right to collect bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional. When the payment has excessed the services rendered, then the entitlement to consideration is recognized as a contract liability.
- 2) Rental revenue
The Group provides rental of vessels and containers and recognizes revenue using straight-line method over the lease term.
3) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.
- (q) Government grants
The Group recognizes an unconditional government grant as other income when the grant becomes receivable. Other government grants related to assets are initially recognized as deferred income at fair value if there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.
- (r) Employee benefits
1.Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
2.Defined benefit plans
The Group’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity.
〜 27 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
- 3.Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
- (s) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
1.temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
2.temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
3.taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.
〜 28 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets and liabilities are offset if the following criteria are met:
-
1.the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
2.the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(t) Business combination
The Company accounts for business combinations using the acquisition method. The goodwill arising from an acquisition is measured as the excess of (i) the consideration transferred (which is generally measured at fair value) and (ii) the amount of non-controlling interest in the acquiree, both over the identifiable net assets acquired at the acquisition date. If the amount calculated above is a deficit balance, the Company recognized that amount as a gain on a bargain purchase in profit or loss immediately after reassessing whether it has correctly identified all of the assets acquired and all of the liabilities assumed.
All acquisition-related transaction costs are expensed as incurred, except for the issuance of debt or equity instruments.
For each business combination, the Group measures any noncontrolling interests in the acquiree either at fair value or at the noncontrolling interest’ s proportionate share of the acquiree’ s identifiable net assets, if the noncontrolling interests are present ownership interests and entitle their holders to a proportionate share of the Group’ s net assets in the event of liquidation. Other components of noncontrolling interests are measured at their acquisition-date fair values, unless another measurement basis is required by the IFRSs endorsed by the FSC.
In a business combination achieved in stages, the Group remeasures its previously held equity interest in the acquiree at its acquisition-date fair value, and recognizes the resulting gain or loss, if any,in profit or loss. In prior reporting periods, the Group may have recognized changes in the value of its equity interest in the acquiree in other comprehensive income. If so, the amount that was recognized in other comprehensive income will be recognized on the same basis as would be required if the Group had disposed directly of the previously held equity interest. If the disposal of the equity interest required a reclassification to profit or loss, such an amount will be reclassified to profit or loss.
(u) Earnings per share
The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation.
〜 29 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(v) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the consolidated financial statements, in conformity with the Regulations and the IFRSs endorsed by the FSC, requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the future period.
(a) Revenue recognition
The Group’ s cargo freight revenue is recognized using the percentage-of-completion of voyage method. The method is based on historical trend, and the high uncertainty of voyage days will lead to adjustments of the estimated value.
(6) Explanation to Significant Accounts
- (a) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash Savings accounts Time deposits Cash and cash equivalents in statement of cash flows |
2021.12.31 $ 120,721 43,995,057 58,886,040 $ 103,001,818 |
2020.12.31 |
| 72,288 12,779,020 2,914,595 |
||
| 15,765,903 |
Please refer to Note 6(y) for the interest rate analysis of financial assets and liabilities.
- (b) Financial assets and liabilities at fair value through profit or loss
| Financial assets and liabilities at fair value through profit or lo | ss | |
|---|---|---|
| Mandatorily measured at fair value through profit or loss: Non-derivative financial assets Stocks listed on domestic markets Emerging stocks on domestic markets Total |
2021.12.31 $ 6,249,968 11,108 $ 6,261,076 |
2020.12.31 |
| 4,836,764 8,076 |
||
| 4,844,840 |
1.For subsequent measurement of the net gain or loss on fair value on financial instruments at FVTPL, please refer to Note 6(x).
2.As of December 31, 2021 and 2020, the Group's financial assets were not pledged as collateral.
〜 30 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- (c) Financial assets at fair value through other comprehensive income
| Financial assets at fair value through other comprehensive inco | me | |
|---|---|---|
| Equity investments at fair value through other comprehensive income Stocks listed on domestic markets Stocks listed on foreign markets Stocks unlisted on domestic markets Total |
2021.12.31 $ 3,812,966 718,420 479,305 $ 5,010,691 |
2020.12.31 |
| 3,377,664 660,115 450,120 |
||
| 4,487,899 |
- Equity investments at fair value through other comprehensive income
The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term for strategic purposes.
For the years ended December 31, 2021 and 2020, no strategic investments were disposed, and there were no transfers of any cumulative gain or loss within equity relating to these investments.
The Group has acquired 20.29% ordinary shares in Da Nang Port Joint Stock Company (Da Nang Port JSC), and the main activities of Da Nang JSC are to provide wharf services. Since the Group only occcupied one of the seven seats in the Board of Directors, and did not participate in any daily operation as well as policy-making processes of the Group, the Group did not have significant influence on Da Nang Port JSC.
-
For credit risk and market risk, please refer to Note 6(z).
-
As of December 31, 2021 and 2020, the financial assets of the Group had not been pledged as collateral.
-
(d) Financial assets at amortized cost
| Financial assets at amortized cost | ||
|---|---|---|
| Current | 2021.12.31 $ 63,717 |
2020.12.31 |
| - |
Financial assets at amortized cost are restricted bank deposits that do not meet the requirement of cash equivalents
The Group's financial assets at amortized cost were not pledged as collateral.
The Group's degree of exposure to credit risk and currency risk, please refer to note 6(z).
- (e) Financial instruments used for hedging
The amounts at the reporting date relating to the lease liabilities designated as hedging instruments were as follows:
| Cash flow hedge: Financial liabilities used for hedging: Current lease liabilities Non-current lease liabilities Total |
2021.12.31 $ 985,592 2,576,487 $ 3,562,079 |
2020.12.31 |
|---|---|---|
| 818,459 2,855,649 |
||
| 3,674,108 |
〜 31 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group’s strategy is to use lease liabilities to hedge its estimated foreign currency exposure in respect of highly probable future cash revenues. The amounts at the reporting date relating to the items designated as hedging instruments were as follows:
| Items to be hedged | Financial assets or liabilities designated to be hedging instruments |
Fair va | lue Time period(s) during which the future cash flows Time period(s) during which the related gains or losses are expected to be recognized 2020.12.31 generated in the income statement 2,312,368 2021~2026 2021~2026 1,361,740 2021~2028 2021~2028 2021 2020 $ 33,484 116,840 |
lue Time period(s) during which the future cash flows Time period(s) during which the related gains or losses are expected to be recognized 2020.12.31 generated in the income statement 2,312,368 2021~2026 2021~2026 1,361,740 2021~2028 2021~2028 2021 2020 $ 33,484 116,840 |
|---|---|---|---|---|
| 2021.12.31 $ 2,525,174 1,036,905 |
||||
| Freight revenue (USD) WHL terminal revenue (JPY) |
Lease liabilities Lease liabilities Items |
2021~2026 2021~2028 2020 |
||
| Amounts recognized as other comprehensive income | 116,840 |
For the year ended December 31, 2021 and 2020, no ineffective portion of cash flow hedge that should be recognized in profit or loss, for reconciliation of each component of equity, and an analysis of other comprehensive income, please refer to note (6)(t).
- (f) Notes receivable and accounts receivable
| Notes receivable Accounts receivable Less: Allowance for doubtful receivables |
2021.12.31 $ 72,604 7,358,681 (1,683) $ 7,429,602 |
2020.12.31 52,358 3,589,704 (358) 3,641,704 |
|---|---|---|
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision was determined as follows:
| Current Overdue 0~30 days Overdue 31~120 days Overdue 121~365 days Overdue more than 365 days |
2021.12.31 | ||
|---|---|---|---|
| Gross carrying amount $ 5,155,970 2,136,730 124,871 9,309 4,405 $ 7,431,285 |
Weighted-average loss rate 0%~0.0006% 0%~0.0007% 0%~0.002% 0%~0.003% 0%~100% |
Loss allowance provision |
|
| - - - - 1,683 |
|||
| 1,683 |
〜 32 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2020.12.31 Gross carrying amount Weighted-average loss rate Loss allowance provision Current $ 2,480,669 0%~0.0006% - Overdue 0~30 days 1,080,306 0%~0.0007% - Overdue 31~120 days 64,530 0%~0.002% - Overdue 121~365 days 6,177 0%~0.003% - Overdue more than 365 days 10,380 0%~100% 358 $ 3,642,062 358 The movement in the allowance for notes and account receivables were as follows: For the years ended December 31, 2021 2020 Beginning balance $ 358 358 Impairment losses recognized 5,374 - Impairment losses reversed (4,049) - Ending balance $ 1,683 358 |
2020.12.31 | 2020.12.31 | ||
|---|---|---|---|---|
| Loss allowance provision |
||||
| - - - - 358 |
||||
| 358 | ||||
| 2021 $ 358 5,374 (4,049) $ 1,683 |
2020 | |||
| 358 - - |
||||
| 358 |
The movement in the allowance for notes and account receivables were as follows:
Please refer to (6)(z) for the credit risks and the currency risks of the notes receivable, accounts receivable, other receivables and receivables from agents of the Group.
Notes and accounts receivables of the Group had not been pledged as collateral.
- (g) Inventories
| Light marine diesel oil Heavy marine diesel oil Fresh lubricating oil Subtotal Less: Allowance for inventory valuation and obsolescence losses Total |
2021.12.31 $ 386,371 3,202,284 267,033 3,855,688 - $ 3,855,688 |
2020.12.31 162,961 1,604,937 132,528 1,900,426 (13,396) 1,887,030 |
|---|---|---|
For the year ended December 31, 2021, the net realizable value increased and the reversals amounting to $13,344 thousand were recognized in gains on inventory value recoveries, because the previous reasons that caused the net realizable value of inventories lower than its costs have disappeared.
For the year ended December 31, 2020, the write-downs of the inventories to net receivable value amounting to $13,081 thousand was included in operating costs.
As of December 31, 2021 and 2020, the Group’s inventories were not pledged as collateral.
〜 33 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- (h) Investments accounted for using equity method
A summary of the Group’ s financial information for investments accounted for using the equity method at the reporting date is as follows:
| Associates Joint venture |
2021.12.31 $ 1,065,800 183,646 $ 1,249,446 |
2020.12.31 |
|---|---|---|
| 1,002,203 176,741 |
||
| 1,178,944 |
1. Associates
For the first half of 2017, the Group acquired 16.5% of the shares of Hai Phong International Container Terminal Company Ltd. (HICT) for USD 6,459 thousand in cash. The Group occupied one seat in the Board of Directors of HICT, and participated its finance and operating policy decision. Therefore, the Group has significant influence on it, and accounts for it using equity method.
The financial information of individually non-significant associates using equity method included in the consolidated financial statements were as follows:
| The carrying amount of individually non-significant associates' equity Attributable to the Group: Profit (loss) from continuing operations Total comprehensive income |
2021.12.31 2020.12.31 $ 1,065,800 1,002,203 For the years ended December 31, |
2020.12.31 |
|---|---|---|
| 1,002,203 | ||
| 2020 | ||
| 180,974 | ||
| 180,974 |
2.Joint venture
The financial information of individually non-significant joint venture using equity method included in the consolidated financial statements were as follows:
| The carrying amount of individually non-significant joint venture equity Attributable to the Group: Profit (loss) from continuing operations Total comprehensive income |
2021.12.31 2020.12.31 $ 183,646 176,741 For the years ended December 31, |
2020.12.31 |
|---|---|---|
| 176,741 | ||
| 2020 | ||
| 22,471 | ||
| 22,471 |
3.Collateral
The Group did not provide any investment accounted for using equity method as collaterals for its loans.
〜 34 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(i) Acquisition of non-controlling interests
In January 2021, the Group increased the interest from 51% to 100% to acquire WanHai Lines Ecuador S.A. The Group did not transact the non-controlling interest during the year ended December 31, 2020.
Changes in ownership interest resulting from acquiring WanHai Lines Ecuador S.A. which affect the owners' equity in the parent company were summarized as follows:
| owners' equity in the parent company were summarized as follows: | |||
|---|---|---|---|
| The book value of non-controlling interest acquired | $ | 8,722 | |
| Value of consideration transferred to non-controlling interest | (8,722) | ||
| Difference between the actual price and book value of subsidiary equity | $ | - | |
| acquisition |
(j) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2021 and 2020, were as follows:
| Cost: Balance at January 1, 2021 Additions Reclassification Disposals Effect of movements in exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Additions Reclassification Disposals Effect of movements in exchange rates Balance at December 31, 2020 Depreciation and impairment loss: Balance at January 1, 2021 Depreciation Disposals Effect of movements in exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Depreciation Disposals Effect of movements in exchange rates Balance at December 31, 2020 |
Land $ 2,230,863 - - - (577) $ 2,230,286 $ 659,350 1,573,962 - - (2,449) $ 2,230,863 $ - - - - $ - $ - - - - $ - |
Buildings 2,164,184 507 - - (22,752) 2,141,939 1,589,301 642,428 - - (67,545) 2,164,184 505,874 50,768 - (10,400) 546,242 487,045 42,871 - (24,042) 505,874 |
Vessels 72,070,455 19,913,295 - (1,077,057) (1,208,715) 89,697,978 66,722,536 12,187,667 - (2,538,929) (4,300,819) 72,070,455 39,825,782 3,440,773 (1,037,767) (584,525) 41,644,263 41,972,338 2,688,512 (2,453,864) (2,381,204) 39,825,782 |
Containers 27,654,227 14,829,314 - (365,868) - 42,117,673 25,988,559 2,276,647 - (610,978) (1) 27,654,227 11,968,137 2,317,818 (315,219) - 13,970,736 10,980,670 1,559,186 (571,718) (1) 11,968,137 |
Other equipment 2,017,603 542,637 68,349 (46,116) (39,735) 2,542,738 1,881,536 166,773 26,159 (31,383) (25,482) 2,017,603 1,067,780 212,415 (45,582) (14,980) 1,219,633 930,860 182,799 (31,294) (14,585) 1,067,780 |
Privileged wharf equipment 2,691,909 46,339 3,804 (1,078) (2,502) 2,738,472 2,401,587 112,395 180,020 - (2,093) 2,691,909 1,295,147 160,341 (988) (862) 1,453,638 1,143,232 152,410 - (495) 1,295,147 |
Total 108,829,241 35,332,092 72,153 (1,490,119) (1,274,281) 141,469,086 99,242,869 16,959,872 206,179 (3,181,290) (4,398,389) 108,829,241 54,662,720 6,182,115 (1,399,556) (610,767) 58,834,512 55,514,145 4,625,778 (3,056,876) (2,420,327) 54,662,720 |
|---|---|---|---|---|---|---|---|
〜 35 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Carrying amounts: Balance at December 31, 2021 Balance at January 1, 2020 Balance at December 31, 2020 |
Land $ 2,230,286 $ 659,350 $ 2,230,863 |
Buildings 1,595,697 1,102,256 1,658,310 |
Vessels 48,053,715 24,750,198 32,244,673 |
Containers 28,146,937 15,007,889 15,686,090 |
Other equipment 1,323,105 950,676 949,823 |
Privileged wharf equipment 1,284,834 1,258,355 1,396,762 |
Total 82,634,574 |
|---|---|---|---|---|---|---|---|
| 43,728,724 | |||||||
| 54,166,521 |
As of December 31, 2021 and 2020, the property, plant and equipment of the Group had been pledged as collateral for long-term borrowings and guaranteed financing; please refer to note (8).
(k) Right-of-use assets
The Group leases many assets including wharfs, buildings, containers, vessel equipment, and other equipment. Information about leases for which the Group as a lessee is presented below:
| Cost: Balance as of January 1, 2021 Additions Decreases Remeasurement Effect of changes in foreign exchange rates Balance as of December 31,2021 Balance as of January 1, 2020 Additions Decreases Remeasurement Effect of changes in foreign exchange rates Balance as of December 31,2020 Accumulated depreciation and impairment losses: Balance as of January 1, 2021 Depreciation Decreases Effect of changes in foreign exchange rates Balance as of December 31,2021 Balance as of January 1, 2020 Depreciation Decreases Effect of changes in foreign exchange rates Balance as of December 31,2020 |
Wharfs $ 4,903,290 - - (2,201) (1,539) $ 4,899,550 $ 4,297,368 30,235 (56,583) 634,949 (2,679) $ 4,903,290 $ 933,464 475,432 - (213) $ 1,408,683 $ 468,709 477,857 (12,860) (242) $ 933,464 |
Buildings 283,794 29,526 (14,315) 40,848 (5,416) 334,437 268,389 31,405 (13,745) 8,671 (10,926) 283,794 120,637 68,464 (14,271) (2,188) 172,642 63,431 72,047 (12,126) (2,715) 120,637 |
Containers 3,078,058 840,462 (2,123) 54,349 - 3,970,746 1,375,646 1,710,439 (105,739) 97,712 - 3,078,058 684,948 722,467 (2,123) - 1,405,292 339,996 450,691 (105,739) - 684,948 |
Others 77,916 6,867 (5,645) 131 (1,510) 77,759 46,442 44,473 (11,574) 197 (1,622) 77,916 26,793 19,277 (5,597) (555) 39,918 17,899 18,910 (9,887) (129) 26,793 |
Vessel Equipment 1,248,992 17,743,192 (552,086) - (144,755) 18,295,343 - 1,280,985 - - (31,993) 1,248,992 98,968 6,285,579 (30,672) (48,452) 6,305,423 - 102,103 - (3,135) 98,968 |
Total 9,592,050 18,620,047 (574,169) 93,127 (153,220) 27,577,835 5,987,845 3,097,537 (187,641) 741,529 (47,220) 9,592,050 1,864,810 7,571,219 (52,663) (51,408) 9,331,958 890,035 1,121,608 (140,612) (6,221) 1,864,810 |
|---|---|---|---|---|---|---|
〜 36 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Carrying amount: Balance as of December 31,2021 Balance as of January 1, 2020 Balance as of December 31,2020 |
Wharfs $ 3,490,867 $ 3,828,659 $ 3,969,826 |
Buildings 161,795 204,958 163,157 |
Containers 2,565,454 1,035,650 2,393,110 |
Others 37,841 28,543 51,123 |
Vessel Equipment 11,989,920 - 1,150,024 |
Total 18,245,877 |
|---|---|---|---|---|---|---|
| 5,097,810 | ||||||
| 7,727,240 |
(l) Investment property
Investment property comprises office buildings that are leased to third parties under operating leases, including properties that are held as right-of-use assets, as well as properties that are owned by the Company. The leases of investment properties contain an initial non-cancellable lease term of 2 to 10 years. Some leases provide the lessees with options to extend at the end of the term.
For all investment property leases, the rental income is fixed under the contracts.
Information about investment property of the Group is presented below:
| Cost: Balance at January 1, 2021 Purchases Effect of changes in foreign exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Purchases Effect of changes in foreign exchange rates Balance at December 31, 2020 Depreciation and impairment losses: Balance at January 1, 2021 Depreciation Effect of changes in foreign exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Depreciation Effect of changes in foreign exchange rate Balance at December 31, 2020 |
Owned property Land and improvements Buildings $ 2,959,343 845,576 - 45,332 (2,076) (2,950) $ 2,957,267 887,958 $ 1,409,448 344,597 1,558,714 513,136 (8,819) (12,157) $ 2,959,343 845,576 $ - 34,166 - 31,543 - (278) $ - 65,431 $ - 13,821 - 21,219 - (874) $ - 34,166 |
Total 3,804,919 45,332 (5,026) 3,845,225 1,754,045 2,071,850 (20,976) 3,804,919 34,166 31,543 (278) 65,431 13,821 21,219 (874) 34,166 |
|---|---|---|
| Land and improvements $ 2,959,343 - (2,076) $ 2,957,267 $ 1,409,448 1,558,714 (8,819) $ 2,959,343 $ - - - $ - $ - - - $ - |
〜 37 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Carrying amount: Balance at December 31, 2021 Balance at January 1, 2020 Balance at December 31, 2020 Fair value: Balance at December 31, 2021 Balance at December 31, 2020 |
Owned property Land and improvements Buildings Total $ 2,957,267 822,527 3,779,794 $ 1,409,448 330,776 1,740,224 $ 2,959,343 811,410 3,770,753 $ 4,348,772 $ 4,162,744 |
Total |
|---|---|---|
| Land and improvements $ 2,957,267 $ 1,409,448 $ 2,959,343 |
||
| 3,779,794 | ||
| 1,740,224 | ||
| 3,770,753 |
The fair value of investment properties in America at December 31, 2021 and 2020, is based on market value. The yield method under the income approach would have been used by calculating cash flow generated from rental operations if there was no active market for the investment properties. The inputs of levels of fair vale hierarchy in determining the fair value is classified to Level 3.
The fair value of investment properties (as measure or disclosed in the financial statements) in Taiwan at December 31, 2021 and 2020 was based on valuation by a qualified independent appraiser who has recent valuation experience in the location and category of the investment property being valued. The yield method under the income approach would have been used by calculating cash flow generated from rental operations if there was no active market for the investment properties. The inputs of levels of fair value hierarchy in determining the fair value is classified to Level 3. The ranges of yields applied to the net annual rentals used to determine the fair value of properties in the year of 2021 and 2020 were as follows:
| Location America Taiwan |
2021 2020 6%~6.5% 6%~6.5% 1.58%~2.18% 1.59%~2.11% |
|---|---|
The investment properties are commercial real estates which were bought for operation planning in Taiwan and America in 2020, 2019, and 2017. That property has been currently leasing out for rental income, and no contingent rents are charged. The rent revenue is $65,733 thousand and $41,345 thousand for the year 2021 and 2020, respectively.
The details of investment property that has been pledged as collateral for long-term borrowings and financing lines on December 31, 2021, please refer to note (8).
As of December 31, 2020, the investment property of the Group had not been pledged as collateral.
〜 38 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(m) Intangible assets
The costs of intangible assets, amortization, and impairment loss of the Group in 2021 and 2020 were as follows:
| Costs: Balance at January 1, 2021 Additions Reclassification Disposals Effect of movement in exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Additions Reclassification Disposals Effect of movement in exchange rates Balance at December 31, 2020 Amortization and impairment loss: Balance at January 1, 2021 Amortization for the year Disposals Effect of movement in exchange rates Balance at December 31, 2021 Balance at January 1, 2020 Amortization for the year Disposals Effect of movement in exchange rates Balance at December 31, 2020 Carrying amounts: Balance at December 31, 2021 Balance at December 31, 2020 Balance at January 1, 2020 |
Computer software $ 158,530 49,774 580 (46,390) (608) $ 161,886 $ 164,282 22,595 49,585 (77,575) (357) $ 158,530 $ 79,306 55,975 (46,390) (539) $ 88,352 $ 89,726 67,560 (77,709) (271) $ 79,306 $ 73,534 $ 79,224 $ 74,556 |
Trademarks 4,057 68 - (82) - 4,043 4,081 293 - (317) - 4,057 1,424 427 (82) - 1,769 1,315 426 (317) - 1,424 2,274 2,633 2,766 |
Total 162,587 49,842 580 (46,472) (608) 165,929 168,363 22,888 49,585 (77,892) (357) 162,587 80,730 56,402 (46,472) (539) 90,121 91,041 67,986 (78,026) (271) 80,730 75,808 81,857 77,322 |
|---|---|---|---|
〜 39 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- Recognition of amortization and impairment
The amortization of intangible assets and their impairment losses are included in the statement of comprehensive income:
| comprehensive income: | ||
|---|---|---|
| Operating costs Operating expense |
2021 $ 27,764 $ 28,638 |
2020 |
| 20,655 | ||
| 47,331 |
- (n) Short-term borrowings
The borrowings were summarized as follows:
| Unsecured bank loans Unused short-term credit lines Range of interest rates |
2021.12.31 $ 30,000 $ 4,903,206 1.26%-1.40% |
2020.12.31 |
|---|---|---|
| 50,000 | ||
| 3,840,988 | ||
| 1.40% |
- 1.Issuance and repayment of short-term borrowings
For the years ended December 31, 2021 and 2020, the proceeds from short-term borrowings amounted to $1,330,000 thousand and $9,660,000 thousand respectively and the repayments amounted to $1,350,000 thousand and $9,680,000 thousand, respectively.
2.Collateral for bank loan
There were no assets pledged as collateral for the short-term borrowing of the Group.
- (o) Long-term borrowings
The borrowings were summarized as follows:
| Unsecured bank loans-USD Unsecured bank loans-TWD Secured bank loans-USD Secured bank loans-TWD Secured bank loans-JPY Commercial paper Less: Discount on commercial paper Current portion Total Unused long-term credit lines Range of interest rates |
Expiration date | 2021.12.31 $ 466,678 500,000 15,256,743 3,013,000 6,675,905 4,810,000 (948) (4,425,040) $ 26,296,338 $ 25,130,760 0.20%~1.11% |
2020.12.31 |
|---|---|---|---|
| 2022/12/21 ~ 2024/02/11 2023/12/08 2022/04/12 ~ 2028/03/01 2040/10/08 ~ 2041/05/04 2033/04/28 2023/06/11 ~ 2025/01/20 |
695,475 2,150,000 10,845,062 1,949,667 980,461 2,810,000 (139 (3,645,416 |
||
| 15,785,110 | |||
| 15,762,000 | |||
| 0.26%~2.80% |
For information on the Group's interest risk, currency risk and liquidity risk, please refer to note 6(z).
〜 40 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- 1.Issuance and repayment of long-term borrowings
For the years ended December 31, 2021 and 2020, the proceeds from long-term borrowings amounted to $18,267,783 thousand and $12,463,723 thousand respectively, and the repayment amounted to $6,307,447 thousand and $8,027,117 thousand, respectively.
- 2.Collateral for long-term borrowings
For the collateral for long-term borrowings, please refer to note 8. The Group applied for credit lines from banks, but had not pledged any asset as collateral, and the assets will be pledged as collateral at the time of drawdown. As of December 31, 2021, the unused long-term credit lines are $10,616,150 thousand.
- 3.Financial ratio covenant
A subsidiary, Wan Hai Lines (Singapore) Pte Ltd., entered into loan agreements with financial institutions, under which, this subsidiary and the Group shall maintain certain financial ratios (i.e. equity ratio, security ratio, etc.) on balance sheet date. Otherwise, the loan will be payable immediately if the financial institution considers the loan shall be due.
- (p) Bonds payable
| Unsecured bond-2017 first domestic bond issue Unsecured bond-2019 first domestic bond issue Unsecured bond-2019 second domestic bond issue Unsecured bond-2020 first domestic bond issue Total Current Non-current Total |
2021.12.31 | 2021.12.31 | |
|---|---|---|---|
| Currency | Interest rate collars |
Expiration Amount 2022/06/26 $ 2,100,000 2022/06/18- 2024/06/18 4,800,000 2024/10/07- 2026/10/07 3,200,000 2025/10/23 2,500,000 $ 12,600,000 $ 3,600,000 9,000,000 $ 12,600,000 |
|
| TWD TWD TWD TWD |
1.55% 0.95%~1.05% 0.97%~1.07% 0.97% |
〜 41 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Unsecured bond-2014 first domestic bond issue Unsecured bond-2016 first domestic bond issue Unsecured bond-2017 first domestic bond issue Unsecured bond-2019 first domestic bond issue Unsecured bond-2019 second domestic bond issue Unsecured bond-2020 first domestic bond issue Total Current Non-current Total |
2020.12.31 | 2020.12.31 | |
|---|---|---|---|
| Currency | Interest rate collars |
Expiration Amount 2021/08/14 $ 800,000 2021/06/21 3,000,000 2022/06/26 2,100,000 2022/06/18- 2024/06/18 4,800,000 2024/10/07- 2026/10/07 3,200,000 2025/10/23 2,500,000 $ 16,400,000 $ 3,800,000 12,600,000 $ 16,400,000 |
|
| TWD TWD TWD TWD TWD TWD |
1.95% 1.18% 1.55% 0.95%~1.05% 0.97%~1.07% 0.97% |
- Unsecured bond-2014 first domestic bond issue
The Company issued an unsecured corporate bond in August 2014. It was the Company’s first domestic bond issue in 2014 and was effective upon submission to the regulatory authority on June 17, 2014. The issuance terms were as follows:
- 1) Issue amount
TWD 1,800,000 thousand. There are two series of bonds categorized by the terms, with series A amounting to TWD 1,000,000 thousand and series B amounting to TWD 800,000 thousand.
- 2) Nominal amount
Par value TWD 1,000 thousand per unit.
- 3) Issuance period
The issuance dates are August 14, 2014; the maturity periods for series A and B are five and seven years, respectively.
-
4) Issued price: at par value
-
5) Nominal interest rate
-
1) Series A: 1.65%
-
2) Series B: 1.95%
〜 42 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-
6) Payment of interest: The interest is paid once a year by simple interest and is rounded to the closest digit. Interest payment is postponed to the following business day if the repayment date is on a non-business day, excluding additional interest. There is no additional interest for the period after the maturity date if the bondholders apply for repayment after that date.
-
7) Redemption on the maturity date
The ordinary bonds will be redeemed at par on the maturity date.
-
8) Bond form: No physical bonds were released; the bonds were registered with TDCC.
-
9) Trustee
The trustee is Hua Nan Commercial Bank Ltd., which represents the bondholders’ interest and executes the responsibility of monitoring the duties of the Company under the contractual agreement. Holders of the bonds agree with the rights and responsibilities represented by the trustee, regardless of the date of acquiring the Company’s bonds. Bondholders can review the content of the representation agreement during the office hours of the trustee.
- 10) Agency for payment of principal and interest
Hua Nan Commercial Bank Ltd., Cheng Tung Branch is assigned for handling payments of the principal and interest according to the bondholder list provided by TDCC.
-
11) Underwriter: None.
-
12) Announcement
The related information can be acquired from the Market Observation Post System.
- Unsecured bond-2016 first domestic bond issue
The Company issued an unsecured corporate bond in June 2016. It was the Company’ s first domestic bond issue in 2016 and was effective upon submission to the regulatory authority on June 14, 2016. The issuance terms were as follows:
- 1) Issue amount
TWD3,000,000 thousand.
- 2) Nominal amount
Par value TWD1,000 thousand per unit.
- 3) Issuance period
The issuance date is June 21, 2016; the maturity date is June 21, 2021; the maturity period is five years.
-
4) Issued price: at par value
-
5) Nominal interest rate: 1.18%
-
6) Payment of interest: The interest is paid once a year by simple interest and is rounded to the closest digit. Interest payment is postponed to the following business day if the repayment date is on a non-business day, excluding additional interest. There is no additional interest for the period after the maturity date if the bond holders apply for repayment after that date.
〜 43 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- 7) Redemption on the maturity date
The ordinary bonds will be redeemed at par on the maturity date.
8) Bond form: No physical bonds were released; the bonds were registered with TDCC.
9) Trustee
The trustee is Hua Nan Commercial Bank Ltd., which represents the bondholders’ interest and executes the responsibility of monitoring the duties of the Company under the contractual agreement. Holders of the bonds agree with the rights and responsibilities represented by the trustee, regardless of the date of acquiring the Company’s bonds. Bondholders can review the content of the representation agreement during the office hours of the trustee.
- 10) Agency for payment of principal and interest
Hua Nan Commercial Bank Ltd., Cheng Tung Branch is assigned for handling payments of the principal and interest according to the bondholder list provided by TDCC.
-
11) Underwriter: MasterLink Securities Corporation.
-
12) Announcement
The related information can be acquired from the Market Observation Post System.
- Unsecured bond-2017 first domestic bond issue
The Company issued an unsecured corporate bond in June 2017. It was the Company’ s first domestic bond issue in 2017 and was effective upon submission to the regulatory authority on June 15, 2017. The issuance terms were as follows:
- 1) Issue amount
TWD 2,100,000 thousand.
- 2) Nominal amount
Par value TWD 1,000 thousand per unit.
- 3) Issuance period
The issuance date is June 26, 2017; the maturity date is June 26, 2022; the maturity period is five years.
-
4) Issued price: at par value
-
5) Nominal interest rate: 1.55%
-
6) Payment of interest: The interest is paid once a year by simple interest and is rounded to the closest digit. Interest payment is postponed to the following business day if the repayment date is on a non-business day, excluding additional interest. There is no additional interest for the period after the maturity date if the bond holders apply for repayment after that date.
-
7) Redemption on the maturity date
The ordinary bonds will be redeemed at par on the maturity date.
8) Bond form: No physical bonds were released; the bonds were registered with TDCC.
〜 44 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9) Trustee
The trustee is Hua Nan Commercial Bank Ltd., which represents the bondholders’ interest and executes the responsibility of monitoring the duties of the Company under the contractual agreement. Holders of the bonds agree with the rights and responsibilities represented by the trustee, regardless of the date of acquiring the Company’s bonds. Bondholders can review the content of the representation agreement during the office hours of the trustee.
- 10) Agency for payment of principal and interest
Hua Nan Commercial Bank Ltd., Cheng Tung Branch is assigned for handling payments of the principal and interest according to the bondholder list provided by TDCC.
-
11) Underwriter: Yuanta Securities Corporation is the primary underwriter.
-
12) Announcement
The related information can be acquired from the Market Observation Post System.
- Unsecured bond-2019 first domestic bond issue
The Company issued an unsecured corporate bond in June 2019. It was the Company’ s first domestic bond issue in 2019 and was effective upon submission to the regulatory authority on June 6, 2019. The issuance terms were as follows:
- 1) Issue amount
TWD 4,800,000 thousand. There are two series of bonds categorized by the terms, with series A amounting to TWD 1,500,000 thousand and series B amounting to TWD 3,300,000 thousand.
- 2) Nominal amount
Par value TWD 1,000 thousand per unit.
- 3) Issuance period
The issuance dates are June 18, 2019; the maturity periods for series A and B are three and five years, respectively.
-
4) Issued price: at par value
-
5) Nominal interest rate
-
1) Series A: 0.95%
-
2) Series B: 1.05%
-
6) Payment of interest: The interest is paid once a year by simple interest and is rounded to the closest digit. Interest payment is postponed to the following business day if the repayment date is on a non-business day, excluding additional interest. There is no additional interest for the period after the maturity date if the bondholders apply for repayment after that date.
-
7) Redemption on the maturity date
The ordinary bonds will be redeemed at par on the maturity date.
- 8) Bond form: No physical bonds were released; the bonds were registered with TDCC.
〜 45 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9) Trustee
The trustee is Jih Sun International Bank Ltd., which represents the bondholders’ interest and executes the responsibility of monitoring the duties of the Company under the contractual agreement. Holders of the bonds agree with the rights and responsibilities represented by the trustee, regardless of the date of acquiring the Company’s bonds. Bondholders can review the content of the representation agreement during the office hours of the trustee.
- 10) Agency for payment of principal and interest
Jih Sun International Bank Ltd., Xinyi Branch is assigned for handling payments of the principal and interest according to the bondholder list provided by TDCC.
-
11) Underwriter: Yuanta Securities Corporation is the primary under writer.
-
12) Announcement
The related information can be acquired from the Market Observation Post System.
- Unsecured bond-2019 second domestic bond issue
The Company issued an unsecured corporate bond in October 2019. It was the Company’s second domestic bond issue in 2019 and was effective upon submission to the regulatory authority on September 27,2019. The issuance terms were as follows:
- 1) Issue amount
TWD 3,200,000 thousand. There are two series of bonds categorized by the terms, with series A amounting to TWD 1,200,000 thousand and series B amounting to TWD 2,000,000 thousand.
- 2) Nominal amount
Par value TWD 1,000 thousand per unit.
- 3) Issuance period
The issuance dates are October 7, 2019; the maturity periods for series A and B are five and seven years, respectively.
-
4) Issued price: at par value
-
5) Nominal interest rate
-
1) Series A: 0.97%
-
2) Series B: 1.07%
-
6) Payment of interest: The interest is paid once a year by simple interest and is rounded to the closest digit. Interest payment is postponed to the following business day if the repayment date is on a non-business day, excluding additional interest. There is no additional interest for the period after the maturity date if the bondholders apply for repayment after that date.
-
7) Redemption on the maturity date
The ordinary bonds will be redeemed at par on the maturity date.
- 8) Bond form: No physical bonds were released; the bonds were registered with TDCC.
〜 46 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9) Trustee
The trustee is Jih Sun International Bank Ltd., which represents the bondholders’ interest and executes the responsibility of monitoring the duties of the Company under the contractual agreement. Holders of the bonds agree with the rights and responsibilities represented by the trustee, regardless of the date of acquiring the Company’s bonds. Bondholders can review the content of the representation agreement during the office hours of the trustee.
- 10) Agency for payment of principal and interest
Jih Sun International Bank Ltd., Xinyi Branch is assigned for handling payments of the principal and interest according to the bondholder list provided by TDCC.
-
11) Underwriter: Master Link Securities Corporation is the primary under writer.
-
12) Announcement
The related information can be acquired from the Market Observation Post System.
- Unsecured bond-2020 first domestic bond issue
The Company issued an unsecured corporate bond in October 2020. It was the Company’s first domestic bond issue in 2020 and was effective upon submission to the regulatory authority on October 15, 2020. The issuance terms were as follows:
- 1) Issue amount
TWD 2,500,000 thousand.
- 2) Nominal amount
Par value TWD 1,000 thousand per unit.
- 3) Issuance period
The issuance date is October 23, 2020; the maturity date is October 23, 2025; the maturity period is five years.
-
4) Issued price: at par value
-
5) Nominal interest rate: 0.97%
-
6) Payment of interest: The interest is paid once a year by simple interest and is rounded to the closest digit. Interest payment is postponed to the following business day if the repayment date is on a non-business day, excluding additional interest. There is no additional interest for the period after the maturity date if the bond holders apply for repayment after that date.
-
7) Redemption on the maturity date
The ordinary bonds will be redeemed at par on the maturity date.
8) Bond form: No physical bonds were released; the bonds were registered with TDCC.
9) Trustee
The trustee is Jih Sun International Bank Ltd., which represents the bondholders’ interest and executes the responsibility of monitoring the duties of the Company under the contractual agreement. Holders of the bonds agree with the rights and responsibilities represented by the trustee, regardless of the date of acquiring the Company’s bonds. Bondholders can review the content of the representation agreement during the office hours of the trustee.
〜 47 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- 10) Agency for payment of principal and interest
Jih Sun International Bank Ltd., Xinyi Branch is assigned for handling payments of the principal and interest according to the bondholder list provided by TDCC.
-
11) Underwriter: MasterLink Securities Corporation is the primary underwriter.
-
12) Announcement
The related information can be acquired from the Market Observation Post System.
- (q) Lease liabilities
The amounts of lease liabilities were as follows:
| Current Non-current |
2021.12.31 $ 9,367,151 $ 8,899,803 |
2020.12.31 |
|---|---|---|
| 2,021,429 | ||
| 5,710,316 |
Please refer to note (6)(y) for the analyses of the due date.
For December 31, 2021 and 2020, the Group’ s lease liabilities recognized as current financial liabilities for hedging were $985,592 thousand and $818,459 thousand; non-current financial liabilities for hedging were $2,576,487 thousand and $2,855,649 thousand; current lease liabilities were $8,381,559 thousand and $1,202,970 thousand; non-current lease liabilities were $6,323,316 thousand and $2,854,667 thousand, respectively.
The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities Variable lease payments not included in the measurement of lease liabilities Expenses relating to short-term leases Expenses relating to leases of low-value, excluding short-term leases of low-value assets |
2021 333,534 12,287 4,712,746 580,484 |
2020 |
|---|---|---|
| 139,289 | ||
| 11,808 | ||
| 4,119,185 | ||
| 665,028 | ||
The amounts recognized in statement of cash flow were as follows:
| Total cash outflow for leases | 2021 $ 12,978,167 |
2020 |
|---|---|---|
| 5,934,111 |
1. Wharf, and container leases
The Group leases wharfs and containers for its operating needs. The leases of wharfs typically run for a period of 3 to 20 years, and of containers for 1 to 11 years.
Some payments for wharf leases depend on the variation of loading capacity, in addition, the Group has decided to apply recognition exemptions to some containers and not to recognize rightof-use assets and lease liabilities for short-term leases or leases of low-value assets.
〜 48 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Building leases
The Group leases buildings for its office space. The leases of office space typically run for a period for 1 to 18 years. Some leases depend on the fluctuations of local consumer price index; others are not recognized as right-of-use assets and lease liabilities, because the Group has decided to apply recognition exemptions for short-term leases or leases of low-value asset; yet other leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
3. Vessel leases
The Group leases vessels for its operating needs, usually for a period of 1 to 2.5 years. Some lease payments are subject to market prices and exchange rate fluctuations, others are typically shortterm. The Group has decided to apply recognition exemptions for short-term leases and not to recognize right-of-used assets and lease liabilities.
4.Other leases
The Group leases machinery or equipment for its operating needs, usually for a period of 1 to 5.5 years. Some leases are typically short-term or low-value assets that the Group has decided to apply recognition exemptions, and not to recognize right-of-use assets and lease liabilities.
-
(r) Employee benefits
-
Defined benefit plans
The reconciliation of the Group's present value of defined benefit obligation and fair value of plan assets was as follows:
| Present value of defined benefit obligation Fair value of plan assets Recognized liabilities for defined benefit obligations |
2021.12.31 $ 1,414,464 (776,085) $ 638,379 |
2020.12.31 1,399,646 (711,871) 687,775 |
|---|---|---|
1) Composition of plan assets
The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with interest rates offered by local banks.
The Group’s pension reserve account balance amounted to $776,085 thousand at the end of the reporting period. The information used to calculate pension fund assets includes the asset allocation and yield of the fund. Please refer to the information published on the website of the Bureau of Labor Funds, Ministry of Labor.
〜 49 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2) Movements in present value of the defined benefit obligations
The movements in present value of defined benefit obligations for the Group were as follows:
| Defined benefit obligation at January 1 Current service costs and interest cost Remeasurement on the net defined benefit liability -Actuarial loss (gain) arising from changes in financial assumptions Benefit paid Defined benefit obligation at December 31 |
2021 $ 1,399,646 59,944 18,917 (64,043) $ 1,414,464 |
2020 |
|---|---|---|
| 1,353,399 61,522 51,397 (66,672) |
||
| 1,399,646 |
3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Group were as follows:
| Fair value of plan assets at January 1 Interest income Remeasurement on the net defined benefit liability -Return on plan assets (excluding current interest) Contribution paid by employer Benefit paid Fair value of plan assets at December 31 |
2021 $ 711,871 3,828 8,594 65,368 (13,576) $ 776,085 |
2020 |
|---|---|---|
| 649,976 5,001 19,549 62,729 (25,384) |
||
| 711,871 |
4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company was as follows:
| Current service costs Net interest of net liabilities (assets) for defined benefit obligation Operating costs Operating expenses |
2021 $ 52,899 3,217 $ 56,116 $ 53,216 2,900 $ 56,116 |
2020 |
|---|---|---|
| 51,804 4,717 |
||
| 56,521 | ||
| 52,309 4,212 |
||
| 56,521 |
〜 50 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5) Actuarial assumptions
The following are the Group’s principal actuarial assumptions:
| Discount rate Future salary increase rate |
2021 2020 % 0.51 % 0.52 % 3.00 % 3.00 |
|---|---|
The Group will pay to the defined benefit plans which amounted to $66,885 thousand within 1 year after the report day of 2021.
The weighted-average lifetime of the defined plans is 2~16 years.
6) Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| December 31, 2021 Discount rate Future salary increasing rate December 31, 2020 Discount rate Future salary increasing rate |
Influences of defined benefit obligation Increased 0.50% Decreased 0.50% $ (65,883) 67,178 58,277 (58,418) (66,045) 71,352 62,449 (58,635) |
|---|---|
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.
2. Defined contribution plans
The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $60,645 thousand and $56,683 thousand for the years ended December 31, 2021 and 2020, respectively.
- 3.The foreign Group’ s pension costs under the local law were $57,752 thousand and $49,253 thousand for the years ended December 31, 2021 and 2020, respectively.
〜 51 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-
(s) Income taxes
-
Income tax expense
The amount of income tax was as follows:
| Current income tax expense: Current period Adjustment for prior periods Deferred tax expense (benefit): Origination and reversal of temporary differences Income tax expense |
2021 $ 10,941,220 53,168 10,994,388 14,783,124 $ 25,777,512 |
2020 1,377,773 (37,953) 1,339,820 1,552,687 2,892,507 |
|---|---|---|
For the years ended December 31, 2021 and 2020, no income taxes were recognized in equity and other comprehensive income.
The amount of income tax recognized in other comprehensive income for 2021 and 2020 were as follows:
| 2021 Items that will not be reclassified subsequently to profit or loss: Remeasurement from defined benefit plans $ (6,222) Items that will be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations$ (387) |
2020 (7,654) (11,916) |
|---|---|
The reconciliation of income tax and profit before tax for 2021 and 2020 was as follows:
| Profit excluding income tax Income tax using the Company’s domestic tax rate Effect of tax rates in foreign jurisdiction Change in tax rate Non-deductible expense Tax-exempt income Tax incentive Recognition of previously unrecognized tax losses Current-year losses for which unrecognized deferred tax asset was recognized Change in unrecognized temporary difference Under (Over) provision in prior periods Income tax credit Others Total |
2021 $ 129,194,740 $ 25,838,948 12,933,200 376 46,964 (13,084,673) (11,060) (235) - 1,469 53,282 - (759) $ 25,777,512 |
2020 14,249,995 2,849,999 1,164,042 (6,490) 533,360 (1,928,066) (9,884) (178) 889 1,815 296,947 (9,963) 36 2,892,507 |
|---|---|---|
〜 52 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- Deferred tax assets and liabilities
1) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 were as follows:
| Deferred Tax Liabilities: Balance at January 1, 2021 Debit (Credit) Income statement Foreign currency translation difference for foreign operations Balance at December 31, 2021 Balance at January 1, 2020 Debit (Credit) Income statement Foreign currency translation difference for foreign operations Balance at December 31, 2020 Deferred Tax Assets: Balance at January 1, 2021 (Debit) Credit Income statement (Debit) Credit Other Comprehensive Income Foreign currency translation difference for foreign operations Balance at December 31, 2021 Balance at January 1, 2020 (Debit) Credit Income statement (Debit) Credit Other Comprehensive Income Foreign currency translation difference for foreign operations Balance at December 31, 2020 |
Investment (loss) gain under the equity method $ 3,118,490 14,652,432 - $ 17,770,922 $ 1,850,930 1,267,560 - $ 3,118,490 Defined Benefit Plans $ 74,263 (13,405) 6,222 (1,258) $ 65,822 $ 78,782 (12,111) 7,654 (62) $ 74,263 |
Deferred depreciation expense 1,036,180 257,407 (680) 1,292,907 863,886 173,488 (1,194) 1,036,180 Loss Carryforward 303,284 (303,284) - - - 264,361 38,923 - - 303,284 |
Others 2,656 (914) 205 1,947 20,299 (17,802) 159 2,656 Others 49,022 139,205 387 (397) 188,217 193,815 (156,253) 11,916 (456) 49,022 |
Total 4,157,326 14,908,925 (475) 19,065,776 2,735,115 1,423,246 (1,035) 4,157,326 Total 426,569 (177,484) 6,609 (1,655) 254,039 536,958 (129,441) 19,570 (518) 426,569 |
|---|---|---|---|---|
3. Examination and Approval
The Company’ s income tax returns through 2017 were examined and approved by the tax authority.
〜 53 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(t) Capital and other equity
As of December 31, 2021 and 2020, the Company’ s authorized capital consisted of 3,600,000 thousand shares and 2,500,000 thousand shares, amounting to $36,000,000 thousand and $25,000,000 thousand, with par value of $10 (New Taiwan dollars) per share. All of the issued shares were ordinary shares, consisting of 2,440,127 thousand shares and 2,218,297 thousand shares, respectively, and the funds had been received.
The Company for the years ended December 31, 2021 and 2020 Reconciliation of outstanding shares:
| shares: | ||
|---|---|---|
| (in thousands) Balance at January 1, 2021 Share dividends Balance at December 31, 2021 |
Ordinary shares | |
| 2021 2,218,297 221,830 2,440,127 |
2020 | |
| 2,218,297 - |
||
| 2,218,297 |
1. Issuance of ordinary shares
A resolution was passed during the general meeting of the shareholders held on July 20, 2021, for the issuance of 221,830 thousand new shares for unappropriated retained earnings, amounting to $2,218,298 thousand. The Company has received approval from the Financial Supervisory Commission on August 5, 2021, for this capital increase, with September 13, 2021, as the date of capital increase.
- Capital surplus
The balance of capital surplus was as follows:
| Premium on ordinary shares Paid-in capital in excess of par value through conversion of corporate bond The actual differences between the equity and the book value of subsidiaries' disposal Change in equity of subsidiaries accounted for under equity method |
2021.12.31 $ 22,839 1,222,787 10,094 16,055 $ 1,271,775 |
2020.12.31 |
|---|---|---|
| 22,839 1,222,787 10,094 16,055 |
||
| 1,271,775 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
〜 54 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. Retained earnings
The industry of the Group is highly changeable and capital intensive. The Group is in the stable growing stage. Therefore, in consideration of the future capital needs of long-term financial plans, and to meet the cash flow needs of the shareholders, the Group’s articles of incorporation require that after-tax earnings shall first be offset against any deficit, and 10% of the remaining balance, plus the balance of items exclusive of after-tax net profit included in unappropriated retained earnings, shall be set aside as legal reserve, and special reserves are to be provided according to the regulations. If there is a requirement for the expansion of transportation equipment and an improvement of the financial structure, the Group may set aside a special reserve.
If there is still a remaining balance, the Group shall allocate upward of 10% of it, and is allowed to combine with the beginning unappropriated retained earnings, through the Board of Directors to take the Group's capital needs, capital budgets and other factors into account, and also to give consideration to the interests of shareholders and the Group's long-term financial planning, submits the dividend and bonus distribution proposal to be approved by shareholders' meeting, then the amount will be distributed.
The distribution ration of stock dividends or cash dividends must be done in accordance with the current year's actual profit, capital position, and capital expansion program. The proportion of cash dividends may not be lower than 10% of the total dividends.
1) Legal reserve
When the Group incurs no loss, it may, pursuant to a resolution to be adopted by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash. Only the portion of the legal reserve which exceeds 25% of the paid-in capital may be distributed.
2) Special reserve
By appropriating the distributable earnings, the Group will record the net deduction of other shareholders' equity in the current year and recognize the special reserve from the profit and loss of current period and the unappropriated retained earnings in the previous period, when distributing the 2019 annual earnings in 2020, the special reserve shall be made up from the profit and loss in the current period and the undistributed earnings of the previous period. When distributing the 2020 annual earnings in 2021, the items other than the income after-tax of the current period shall be added to the income after-tax of the current period and included in the undistributed amount of the current period. The amount of the appropriated earnings and the unappropriated earnings of the previous period shall be added to the special reserve. For the deduction amount of other shareholders' equity accumulated in the previous period, the special reserve shall not be distributed from the undistributed surplus in the previous period. If there is a subsequent reversal in the amount of the deduction of other shareholders' equity, the earnings may be appropriated according to the reversal.
〜 55 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3) Earnings distribution
The earnings distribution for 2020 and 2019 was decided by the general meeting of shareholders held on July 20, 2021 and June 23, 2020, respectively. The relevant dividend distribution to shareholders was as follows:
| 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Amount per | Total | Amount per | Total | ||||
| share | amount | share | amount | ||||
| Dividends distributed to ordinary | |||||||
| shareholders: | |||||||
| Cash | $ | 1.00 | 2,218,298 | 0.80 | 1,774,638 | ||
| Shares | 1.00 | 2,218,298 | - | - | |||
| Total | $ | 4,436,596 | 1,774,638 | ||||
| Other equity (net after tax) | |||||||
| Unrealized | gains | ||||||
| (losses) from | |||||||
| financial assets | |||||||
| Exchange | measured at fair | ||||||
| differences on | value through | ||||||
| translation of | other | Gains (losses) on | |||||
| foreign financial | comprehensive | hedging | |||||
| statements | income | instrument | NCI | ||||
| Balance at January 1, 2021 | $ | (3,465,395) | 75,448 | 150,344 | 269,933 | ||
| Net profit (loss) | - | - | - | 74,320 | |||
| Foreign currency translation differences | (1,151,605) | - | - | (17,984) | |||
| Unrealized gains (losses) from financial assets measured at fair | - | 370,229 | - | - | |||
| value through other comprehensive income | |||||||
| Gains (losses) from changes in the fair value of the hedging | |||||||
| instrument: | |||||||
| -Exchange rate risk for anticipated transactions | - | - | 189,105 | - | |||
| Gains (losses) from changes in fair value of the hedging instrument | |||||||
| that will be reclassified to profit or loss: | |||||||
| -Exchange rate risk for anticipated transactions | - | - | (155,621) | - | |||
| Cash dividends from subsidiaries paid to non-controlling interest | - | - | - | (20,133) | |||
| Subsidiaries buy back non-controlling interest | - | - | - | (8,722) | |||
| Balance at December 31, 2021 | $ | (4,617,000) | 445,677 | 183,828 | 297,414 | ||
| Balance at January 1, 2020 | $ | (1,352,809) | (200,376) | 33,504 | 244,283 | ||
| Net profit (loss) | - | - | - | 40,507 | |||
| Foreign currency translation differences | (2,112,586) | - | - | (4,445) | |||
| Unrealized gains (losses) from financial assets measured at fair | - | 275,824 | - | - | |||
| value through other comprehensive income | |||||||
| Gains (losses) from changes in the fair value of the hedging | |||||||
| instrument: | |||||||
| -Exchange rate risk for anticipated transactions | - | - | 113,698 | - | |||
| Gains (losses) from changes in fair value of the hedging instrument | |||||||
| that will be reclassified to profit or loss: | |||||||
| -Exchange rate risk for anticipated transactions | - | - | 3,142 | - | |||
| Capital increase in subsidiaries non-controlling interest | - | - | - | 1,907 | |||
| Cash dividends from subsidiaries paid to non-controlling interest | - | - | - | (12,319) | |||
| Balance at December 31, 2020 | $ | (3,465,395) | 75,448 | 150,344 | 269,933 |
4. Other equity (net after tax)
〜 56 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(u) Earnings per share
The calculation of basic earnings per share and diluted earnings per share for the year 2021 and 2020 are as follows:
| 2021 Basic earnings per share Profit attributable to common shareholders $ 103,342,908 Weighted-average number of common shares (retrospective adjustments) 2,440,127 Basic earnings per share (In Dollars of New Taiwan Dollars) $ 42.35 Diluted earnings per share Profit attributable to common shareholders (adjusted for the effects of all dilutive potential common shares) $ 103,342,908 Weighted-average number of common shares (Basic) (retrospective adjustments) 2,440,127 Effects of employee stock compensation 4,560 Weighted average number of common shares (adjusted for the effects of all dilutive potential common shares) 2,444,687 Diluted earnings per share (In Dollars of New Taiwan Dollars) $ 42.27 |
2020 |
|---|---|
| 11,316,981 | |
| 2,440,127 | |
| 4.64 | |
| 11,316,981 | |
| 2,440,127 3,519 |
|
| 2,443,646 | |
| 4.63 |
-
(v) Revenue from contracts with customers
-
Disaggregation of revenue
| Primary geographical markets: Asia the Middle East, India, Red Sea United States, South America Main service line: Freight Rentals WHL terminal Other service |
2021 $ 64,525,543 37,506,897 125,973,013 $ 228,005,453 $ 222,069,998 2,850,337 851,229 2,233,889 $ 228,005,453 |
2020 |
|---|---|---|
| 46,581,636 17,636,991 17,661,555 |
||
| 81,880,182 | ||
| 77,165,128 3,040,436 811,996 862,622 |
||
| 81,880,182 |
〜 57 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.Contract balances
| 2021.12.31 Notes receivable $ 72,604 Accounts receivable 7,358,681 Less: allowance for doubtful receivables (1,683) Total $ 7,429,602 Contract assets $ 7,835,522 Contract liabilities (recognized as other current liabilities) $ 305,976 |
2020.12.31 52,358 3,589,704 (358) 3,641,704 1,530,849 241,658 |
2020.1.1 39,735 2,207,133 (358) 2,246,510 733,689 223,257 |
|---|---|---|
For details on accounts receivable and allowance for impairment, please refer to note 6(f).
The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received.
(w) Remuneration of employees and directors
According to the Group's Articles, once the Group has annual profit, it should appropriate no less than 0.6% of the profit to its employees and no higher than 1% to its directors as remuneration. However, if the Group has accumulated deficits, the profit should be reversed to offset the deficit.
For the years ended December 31, 2021 and 2020, the Group estimated its employee remuneration amounting to $777,558 thousand and $143,617 thousand, respectively, and the estimated amount of the remunerations to directors' were 129,593 thousand and 143,617 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Group's articles. These remunerations were expensed under operating costs or operating expenses during 2021 and 2020. The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions for 2021 and 2020.
(x) Non-operating income and expenses
1. Interest income
The details of interest income for the years ended December 31, 2021 and 2020 were as follows:
| Interest income from bank deposits Other interest income |
2021 $ 82,302 13 $ 82,315 |
2020 |
|---|---|---|
| 71,829 48 |
||
| 71,877 |
〜 58 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Other revenue
The details of other revenue for the years ended December 31, 2021 and 2020 were as follows:
| Dividend revenue Other revenue |
2021 $ 319,224 1,497 $ 320,721 |
2020 |
|---|---|---|
| 320,420 - |
||
| 320,420 |
3. Other gains and losses
The details of other gains and losses for the years ended December 31, 2021 and 2020 were as follows:
| Foreign exchange gains Gain (loss) on financial assets at fair value through profit or loss Gain on disposal of property, plant and equipment Other gains |
2021 $ 47,137 1,274,831 240,440 89,220 $ 1,651,628 |
2020 |
|---|---|---|
| 272,359 783,642 208,852 135,140 |
||
| 1,399,993 |
4. Finance costs
The details of finance costs for the years ended December 31, 2021 and 2020 were as follows:
| Interest expense: Bank loans Bonds payable Commercial paper Lease liabilities |
2021 $ 208,905 167,808 19,667 333,534 $ 729,914 |
2020 |
|---|---|---|
| 203,476 167,465 17,168 139,289 |
||
| 527,398 |
- (y) Financial instruments
1. Credit risks
1) Credit risks exposure
The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk.
2) Concentration of credit risk
Since the Group has considerable customers worldwide and does not concentrate its transactions significantly with any single customer or in similar areas, the Group has no concentration of credit risk. The Group mitigates the credit risks by continuously monitoring customers’ credit risk and credit ratings, however, the Group’s policy usually does not require the customers to provide collateral.
〜 59 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3) Credit risk of receivables
For credit risk exposure of note and trade receivables, please refer to note 6(f). Other financial assets at amortized cost includes other receivables, receivables from agents and time deposits etc.
All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note 4(g). There are no significant expected losses on other receivables and the financial assets at amortized cost by assessment.
2. Liquidity risks
The following are the contractual maturities of financial liabilities of the Group, including estimated interest payments and excluding the impact of netting arrangements:
| December 31, 2021 Non-derivative financial liabilities Short-term borrowings Secured bank loans Unsecured bank loans Commercial paper Account payables (including related parties) Other payables Payables to agents Bonds payable Lease liabilities (partial recognized as financial liabilities for hedging) Guarantee deposits received (recognized as other current liabilities and non- current guarantee deposits received) December 31, 2020 Non-derivative financial liabilities Short-term borrowings Secured bank loans Unsecured bank loans Commercial paper Account payables (including related parties) Other payables Payables to agents Bonds payable Lease liabilities (partial recognized as financial liabilities for hedging) Guarantee deposits received(recognized as other current liabilities and other non-current guarantee deposits received) |
Carrying amount $ 30,000 24,945,648 966,678 4,809,052 11,378,608 5,973,102 138,137 12,600,000 18,266,954 1,233,524 $ 80,341,703 $ 50,000 13,775,190 2,845,475 2,809,861 8,386,638 2,994,247 127,385 16,400,000 7,731,745 820,722 $ 55,941,263 |
Contractual cash flows 30,033 26,153,072 979,783 4,871,205 11,378,608 5,973,102 138,137 12,989,670 18,942,441 1,233,524 82,689,575 50,175 14,326,853 2,891,741 2,829,575 8,386,638 2,994,247 127,385 16,979,410 8,306,741 820,722 57,713,487 |
Less than 6 months 30,033 2,132,843 112,259 11,017 11,378,608 5,973,102 138,137 3,681,450 5,367,143 1,233,524 30,058,116 50,175 1,621,950 372,010 3,466 8,386,638 2,994,247 127,385 3,116,850 999,176 820,722 18,492,619 |
6 to 12 months - 2,320,268 111,884 12,068 - - - 57,290 4,088,601 - 6,590,111 - 1,675,846 120,437 3,576 - - - 872,890 1,045,877 - 3,718,626 |
1 to 2 years - 4,735,045 168,974 2,831,964 - - - 91,940 4,575,240 - 12,403,163 - 3,094,098 938,270 7,132 - - - 3,738,740 1,537,635 - 9,315,875 |
2 to 5 years - 9,644,826 586,666 2,016,156 - - - 9,158,990 3,291,594 - 24,698,232 - 5,337,504 1,461,024 2,815,401 - - - 7,229,530 2,697,933 - 19,541,392 |
More than 5 years |
|---|---|---|---|---|---|---|---|
| - 7,320,090 - - - - - - 1,619,863 - |
|||||||
| 8,939,953 | |||||||
| - 2,597,455 - - - - - 2,021,400 2,026,120 - |
|||||||
| 6,644,975 |
〜 60 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group is do not expect that the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
-
Currency risk
-
1) Currency risk exposure
The Group’s significant exposure to foreign currency risks was as follows:
| Functional currency |
Exchange rate |
Foreign currency |
2021.12.31 |
|---|---|---|---|
| Foreign currency (in thousands) Carrying amount (in thoudands of TWD) $ 1,743,674 48,221,317 40,942,514 9,834,667 1,532,165 6,651,285 140,581 498,520 5,943 121,447 6,817 139,310 23,518 155,652 277,622 150,394 588,637,000 713,824 908,821 25,133,434 35,498,430 8,526,962 438,409 1,903,180 240,656 853,403 573,914 475,625 1,131,322 419,843 |
|||
| Financial assets Monetary items TWD TWD TWD TWD TWD USD TWD TWD Non-monetary items TWD Financial liabilities Monetary items TWD TWD TWD TWD TWD TWD |
27.66 0.24 4.34 3.55 20.44 1.35 6.62 0.54 0.0012 27.66 0.24 4.34 3.55 0.83 0.37 |
USD JPY CNY HKD SGD SGD MYR PHP VND USD JPY CNY HKD THB INR |
|
〜 61 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Functional currency |
Exchange rate |
Foreign currency |
2020.12.31 |
|---|---|---|---|
| Foreign currency (in thousands) Carrying amount (in thoudands of TWD) $ 587,861 16,518,892 1,004,463 4,319,842 5,885,431 1,603,613 1,113,320 428,200 157,478 147,701 16,015 111,948 542,430,000 660,268 549,370 15,437,307 784,765 3,374,996 8,728,432 2,378,250 278,476 1,009,427 903,349 347,442 282,042 264,532 |
|||
| Financial assets Monetary items TWD TWD TWD TWD TWD TWD Non-monetary items TWD Financial liabilities Monetary items TWD TWD TWD TWD TWD TWD |
28.10 4.30 0.27 0.38 0.94 6.99 0.0012 28.10 4.30 0.27 3.62 0.38 0.94 |
USD CNY JPY INR THB MYR VND USD CNY JPY HKD INR THB |
|
2) Sensitivity analysis
The Group’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade and other receivables, payables to agents, financial assets at fair value through profit or loss, loans and borrowings; and trade and other payables that are denominated in foreign currency.
A strengthening (weakening) of 1% of the TWD against the USD, HKD and JPY etc. as at December 31, 2021 and 2020, would have increased (decreased) the net profit before tax by $321,277 thousand and $36,078 thousand, respectively; the cash flow hedge would have increased (decreased) the equity by $35,621 thousand and $36,741 thousand, respectively. This analysis assumes that all other variables remain constant, and is performed on the same basis for the years ended December 31, 2021 and 2020.
3) Foreign Exchange Gain or Loss on Monetary Items
Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2021 and 2020, foreign exchange gains (including realized and unrealized portions) amounted to $47,137 thousand and $272,359 thousand, respectively.
〜 62 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. Interest rate analysis
Please refer to the notes on liquidity risk management and the Group's interest rate exposure to its financial assets and liabilities.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.
If the interest rate had increased or decreased by 1%, the Group’s net profit before tax would have increased or decreased by $201,764 thousand and $163,502 thousand, respectively, for the years ended December 31, 2021 and 2020 with all other variable factors remaining constant. This is mainly due to the Group’s borrowings at variable rates.
5. Other market price risk
The sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the comprehensive income as illustrated below:
| Prices of securities at the reporting date |
For the years ended December 31, For the years ended December 31, 2021 2020 Other comprehensive income after tax Net income (loss) Other comprehensive income after tax Net income (loss) $ 45,314 50,089 40,378 38,759 (45,314) (50,089) (40,378) (38,759) |
For the years ended December 31, For the years ended December 31, 2021 2020 Other comprehensive income after tax Net income (loss) Other comprehensive income after tax Net income (loss) $ 45,314 50,089 40,378 38,759 (45,314) (50,089) (40,378) (38,759) |
|---|---|---|
| 2021 | ||
| Other comprehensive income after tax $ 45,314 (45,314) |
Net income (loss) |
|
| Increasing 1% Decreasing 1% |
6. Fair value information
- 1) The Categories and Fair Values of Financial Instruments
The Group assesses its financial instruments at fair value through profit or loss and financial assets at fair value through other comprehensive income on a recurring basis by using the fair value method.
The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liability, disclosure of fair value information is not required:
〜 63 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Financial assets at fair value though profit or loss Non-derivative financial assets mandatorily measured at fair value through profit or loss- domestic listed stocks Non-derivative financial assets mandatorily measured at fair value through profit or loss- domestic emerging stocks Subtotal Financial assets at fair value through other comprehensive income Domestic listed stocks Foreign listed stocks Unquoted equity instrument measured at fair value Subtotal Financial assets at amortized cost Cash and cash equivalents Current financial assets at amortized cost Notes receivable Accounts receivable Contract assets Other receivables Receivables from agents Guarantee deposits paid (recognized as other current assets and other non-current assets) Subtotal Total Financial liabilities measured at amortized cost Short-term borrowings Accounts payable Other payables Lease liabilities (including financial liabilities for hedging) Payables to agents Bonds payable (including current portion) Long-term borrowings (including current portion) Guarantee deposits received (recognized as other current liabilities and other non-current guarantee deposits received) Total |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 6,249,968 11,108 6,261,076 3,812,966 718,420 479,305 5,010,691 103,001,818 63,717 72,604 7,356,998 7,835,522 1,026,753 1,873,574 225,209 121,456,195 $ 132,727,962 $ 30,000 11,378,608 5,973,102 18,266,954 138,137 12,600,000 30,721,378 1,233,524 $ 80,341,703 |
Fair value | ||||
| Level 1 6,249,968 11,108 6,261,076 3,812,966 718,420 - 4,531,386 - - - - - - - - - 10,792,462 - - - - - - - - - |
Level 2 - - - - - - - - - - - - - - - - - - - - - - - - - - |
Level 3 - - - - - 479,305 479,305 - - - - - - - - - 479,305 - - - - - - - - - |
Total 6,249,968 11,108 |
||
| 6,261,076 | |||||
| 3,812,966 718,420 479,305 |
|||||
| 5,010,691 | |||||
| - - - - - - - - |
|||||
| - | |||||
| 11,271,767 | |||||
| - - - - - - - - |
|||||
| - |
〜 64 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Financial assets at fair value though profit or loss Non-derivative financial assets mandatorily measured at fair value through profit or loss- domestic listed stocks Non-derivative financial assets mandatorily measured at fair value through profit or loss- domestic emerging stocks Subtotal Financial assets at fair value through other comprehensive income Domestic listed stocks Foreign listed stocks Unquoted equity instrument measured at fair value Subtotal Financial assets at amortized cost Cash and cash equivalents Notes receivable Accounts receivable Contract assets Other receivables Receivable from agents Guarantee deposits paid (recognized as other current assets and other non-current assets) Subtotal Total Financial liabilities at amortized cost Short-term borrowings Accounts payable Other payables Lease liabilities (including financial liabilities for hedging) Payable to agents Bonds payable (including current portion) Long-term borrowings (including current portion) Guarantee deposits received (recognized as other current liabilities and other non-current guarantee deposits received) Total |
December 31, 2020 | December 31, 2020 | December 31, 2020 | ||
|---|---|---|---|---|---|
| Book value $ 4,836,764 8,076 4,844,840 3,377,664 660,115 450,120 4,487,899 15,765,903 52,358 3,589,346 1,530,849 1,425,327 1,213,957 259,510 23,837,250 $ 33,169,989 $ 50,000 8,386,638 2,994,247 7,731,745 127,385 16,400,000 19,430,526 820,722 $ 55,941,263 |
Fair value | ||||
| Level 1 4,836,764 8,076 4,844,840 3,377,664 660,115 - 4,037,779 - - - - - - - - 8,882,619 - - - - - - - - - |
Level 2 - - - - - - - - - - - - - - - - - - - - - - - - - |
Level 3 - - - - - 450,120 450,120 - - - - - - - - 450,120 - - - - - - - - - |
Total 4,836,764 8,076 |
||
| 4,844,840 | |||||
| 3,377,664 660,115 450,120 |
|||||
| 4,487,899 | |||||
| - - - - - - - |
|||||
| - | |||||
| 9,332,739 | |||||
| - - - - - - - - |
|||||
| - |
〜 65 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-
2) Valuation techniques for financial instruments measured at fair value
-
A. Non-derivative financial instruments
If quoted prices in active markets are available, the prices are established as fair values. Market prices published by major stock exchange and OTC market, where high volume of central government bonds are traded, are the foundation of fair value of debt instruments with quoted market price in an active market and listed equity instruments.
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. If a financial instrument does not accord with the definition aforementioned, then it is considered to be without quoted price in active market. In general, market with low trading volume or high-ask spreads is an indication of non-active market.
If the Groups' financial instruments have an active market, wherein their fair values are determined as follows:
The fair values of financial assets and financial liabilities with standard terms and conditions and traded in active markets are determined with reference to the quoted market prices.
Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from a competitor. Fair value, measured by using valuation technique that can be extrapolated from either similar financial instruments or discounted cash flow method or other valuation techniques, including models, is calculated based on available market data, e.g. yield curves from OTC and average quoted rates of commercial paper from Reuters quote system at the reporting date.
If the Groups' financial instruments do not have an active market, wherein their fair values are determined as follows:
Unquoted equity instrument:
The Company estimates the fair values by using the comparable trading company approach on the assumption that the fair values are calculated on the basis of the investees' book value per share and equity multipliers derived from comparable trading companies' quoted prices. The discount effect resulting from the lack of market liquidity has been taken into account.
Unquoted equity instrument:
The Company estimates the fair values by using the comparable trading company approach on the assumption that the fair values are calculated on the basis of the investees' EBITDA and earnings multipliers derived from comparable trading companies' quoted prices. The discount effect resulting from the lack of market liquidity has been taken into account.
Unquoted debt instrument:
The Company estimates the fair values by using the comparable trading debt approach, and utilizes the statistic model to determine the relationship between the value of debt investment and its related conditions and variables.
〜 66 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-
3) For the years ended December 31, 2021 and 2020, there were no transferring of fair value hierarchy.
-
4) Reconciliation of Level 3 fair values
| Opening balance, January 1, 2021 Total gains and losses recognized: In other comprehensive income Ending balance, December 31, 2021 Opening balance, January 1, 2020 Total gains and losses recognized: In profit or loss In other comprehensive income Disposal Ending balance, December 31, 2020 |
Fair value through profit or loss Non-derivative mandatorily measured at fair value through profit or loss $ - - $ - $ 1,157,131 (15,531) - (1,141,600) $ - |
Fair value through other comprehensive income Unquoted equity instruments 450,120 29,185 479,305 469,985 - (19,865) - 450,120 |
Total 450,120 29,185 479,305 1,627,116 (15,531) (19,865) (1,141,600) 450,120 |
|---|---|---|---|
For the years ended December 31, 2021 and 2020, the total gains and losses that were included in “ other gains and losses” and “ unrealized gains (losses) on financial assets at fair value through other comprehensive income” were as follows:
| Total gains and losses recognized: In other comprehensive income, and presented in “unrealized gains or losses from financial assets at fair value through other comprehensive income” |
2021 2020 $ 29,185 (19,865) |
|---|---|
- 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Group’ s financial instruments that use Level 3 inputs to measure fair value include “financial assets measured at fair value through other comprehensive income – unlisted equity investments”.
Most of the Group's fair value measurements in Level 3 consist of only one significant unobservable input (except for the unlisted equity instrument). Because the significant unobservable inputs of equity instruments are independent of each other, there are no correlation between these inputs.
〜 67 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Quantified information of significant unobservable inputs was as follows:
| Item Financial assets at fair value through other comprehensive income -Unlisted equity investments |
Valuation technique Comparable trading company method |
Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement ‧ Liquidity-adjusted discount rate (28% on December 31, 2021 and 2020) ‧ Price-to-book ratio (0.70 and 0.73 on December 31, 2021 and 2020, respectively) ‧ EBITDA multiplier (10.30 and 9.67 on December 31, 2021 and 2020, respectively) The estimated fair value would increase (decrease) if: ‧ the liquidity-adjusted discount rate were lower (higher). ‧ the price-to-book ratio were higher (lower). ‧ the EBITDA multiplier were higher (lower). |
|---|---|---|
- 6) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
The Group's measurements in financial instruments fair values are reasonable, but if the Group uses different valuation models or variables, the measurements may vary.
For fair value measurements in Level 3, changing one or more of the variables would have the following effects:
| December 31, 2021 Financial assets at fair value through other comprehensive income Unlisted equity investment Unlisted equity investment Unlisted equity investment December 31, 2020 Financial assets at fair value through other comprehensive income Unlisted equity investment Unlisted equity investment Unlisted equity investment |
Input Discount rate Price-to-book ratio multiplier EBITDA multiplier Discount rate Price-to-book ratio multiplier EBITDA multiplier |
Positive and negative Profit changes Favorable 1% $ - 1% - 1% - $ - 1% $ - 1% - 1% - $ - |
Profit | or loss Unfavorable - - - - - - - - |
Other comprehensive income Favorable Unfavorable 6,657 (6,657) 4,671 (4,671) 124 (124) 11,452 (11,452) 6,252 (6,252) 4,362 (4,362) 123 (123) 10,737 (10,737) |
|---|---|---|---|---|---|
| Favorable 6,657 4,671 124 11,452 6,252 4,362 123 10,737 |
〜 68 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The favorable and unfavorable effects represent the changes in fair value, and the fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the correlations and variances among the inputs.
-
(z) Financial risk management
-
Overview
The Group has exposures to the following risks from its financial instruments:
1) Credit risk
2) Liquidity risk
3) Market risk
The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the above-mentioned risks. For more disclosures about the quantitative effects of these risk exposures, please refer to the respective notes in the accompanying consolidated financial statements.
2. Risk management framework
The Company’s “Policy and Procedures for Risk Management” (hereinafter referred to as the “ Policy and Procedures” ) have been established by the Audit Committee and the Board of Directors in May 2021, and serve as the highest guiding principles and procedures for the Company’ s risk management. The Policies and Procedures clearly define the Company’ s management goals, organizational structure and responsibilities, and management procedures to effectively identify, measure, and control all various risks of the Company. In this way, the Company may contain the risks incurred from business operation in an acceptable range, to ensure the continuity of operation and protect the rights and interests of stakeholders.
In accordance with the Policy and Procedures, each department had established a risk management team in 2021, which is led by the respective department head, to be responsible for the risk management implementation in daily operations. The Strategy Research Unit (SRU) of the President Office will coordinate and review the suitability and adequacy of the risk management implemented by each team. The SRU is also responsible for submitting a risk management report to the Audit Committee and the Board of Directors annually.
3. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’ s receivables from customers and investment.
1) Accounts receivable and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’ s customer base, including the default risk of the industry in which customers operate, as these factors may have an influence on credit risk. Since the Group has considerable customers worldwide and does not concentrate transactions significantly with any single customer or in similar areas, The Group has no concentration of credit risk. The Group mitigates the credit risks by monitoring customers’ credit risk and credit ratings continuously, however, the Group’s policy usually doesn't require the customers to provide collateral.
〜 69 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment terms are offered. The Group’s review includes external ratings, when available, and in some cases bank references.
Credit limits are established for each customer, which represent the maximum open amount without requiring approval from the General Manager’ s office; these limits are reviewed quarterly. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a advance received basis.
2) Investment
The exposure to credit risk for the bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Group’s finance department. The Group only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Group does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.
3) Guarantees
The Group's policy is to provide guarantee to subsidiaries. The detailed information is stated in note 13.
4. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash flows on financial liabilities. The Group also monitors the level of expected cash outflows on trade and other payables. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. The Group has unused credit line for $30,033,966 thousand and $19,602,988 thousand, as of December 31, 2021 and 2020.
5. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’ s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
1) Currency risk
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the TWD and US Dollars (USD). The currencies used in these transactions are denominated in TWD, USD and EUR.
〜 70 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
2) Interest rate risk
The Group adopts a policy of ensuring that 53.46% of its exposure to changes in interest rates on borrowings is on a fixed-rate basis.
- 3) Other market price risk
The management of the Group monitors the proportion of equity securities in its investment portfolio based on market indices. Material investments within the portfolio are managed on an individual basis, and all buy-and-sell decisions are approved and managed by the Board of Directors.
(aa) Capital management
The Group meets its objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return to its shareholders and other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
The debt-to-equity ratio is as follow:
| Total liabilities Less: Cash and cash equivalents Net debt Total equity Debt-to-equity ratio |
2021.12.31 $ 113,108,385 (103,001,818) $ 10,106,567 $ 144,572,440 % 6.99 |
2020.12.31 64,425,276 (15,765,903) |
|---|---|---|
| 48,659,373 | ||
| 44,172,342 | ||
| % 110.16 |
(ab) Investing and financing activities not affecting current cash flow
The Group’s investing and financing activities which did not affect the current cash flow in the year ended December 31, 2021 and 2020 were as follows:
- Acquired right-of-use assets through leasing, please refer to notes (6)(k).
Reconciliation of liabilities arising from financing activities were as follows:
| Long-term borrowings Short-term borrowings Bonds payable Lease liabilities (partial recognized as financial liabilities for hedging) Total liabilities from financing activities |
2021.1.1 $ 19,430,526 50,000 16,400,000 7,731,745 $ 43,612,271 |
Cash flows 11,959,527 (20,000) (3,800,000) (7,339,116) 800,411 |
Non-cash | changes Foreign exchange movement (668,675) - - - (668,675) |
2021.12.31 30,721,378 30,000 12,600,000 18,266,954 |
|---|---|---|---|---|---|
| Others - - - 17,874,325 17,874,325 |
|||||
| 61,618,332 | |||||
〜 71 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Long-term borrowings Short-term borrowings Bonds payable Lease liabilities (partial recognized as financial liabilities for hedging) Total liabilities from financing activities |
2020.1.1 $ 15,730,733 70,000 13,900,000 5,128,986 $ 34,829,719 |
Cash flows 4,436,714 (20,000) 2,500,000 (998,801) 5,917,913 |
Non-cash | changes Foreign exchange movement (736,921) - - - (736,921) |
2020.12.31 19,430,526 50,000 16,400,000 7,731,745 |
|---|---|---|---|---|---|
| Others - - - 3,601,560 3,601,560 |
|||||
| 43,612,271 | |||||
(7) Related-Party Transactions
(a) Names and relationship with related parties
Name of related party Relationship with the Company Subsidiary of APLI An associate
ALPHA TOTAL SOLUTION PTE. LTD.
HAI PHONG INTERNATIONAL CONTAINER TERMINAL CO LTD. (HAI PHONG)
Hyaline Shipping (HK) Co., Ltd.
Same director with the Group Related party in substance Related party in substance
INTERASIA LINES (M) SDN. BHD.
INTERASIA LINES SINGAPORE PTE. LTD.
Joint Venture
PHUC XUAN MARITIME SERVICE CO., LTD.
Related party in substance
TRANSTOTAL AGENCIA MARITIMA S.A. (TAM S.A.)
Wan Hai Lines (Japan), Ltd. (WHL Japan) Same director with the Group Wan Hai Lines (UAE) LLC. (WHL UAE) An associate Apezgo Digital Information Co., Ltd. Subsidiary of APLI Formosa Wonderworld Co., Ltd. Related party in substance New World Container services Corporation Subsidiary of APLI Taipei Port Container Terminal Corp. (Taipei Corporate director of the Group Port)
Ennea Solar Energy LLC. Related party in substance An Chun Tally Co., Ltd. Related party in substance ASIA PACIFIC LOGISTICS Related party in substance INTERNATIONAL CO., LTD. (APLI) AP PETROLEUM BUSINESS CO., LTD Subsidiary of APLI AP INTERNATIONAL TRAVEL SERVICE Subsidiary of APLI CO., LTD. JOHNSON CHECKER CO., LTD Related party in substance Express Container Terminal Corp. (ECTC) Related party in substance
〜 72 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Name of related party QINGDAO PORT AND WIN INTERNATIONAL LOGISTICS CO., LTD.
CHIEN LAI ENTERPRISE CO., LTD Taian Insurance Co., Ltd. SUNSHINE SHIHLIN PAPER HOTEL New Safety Transportation Corp. (NSaTC) Shin Sheng Transportation CO. LTD (Shin Sheng)
Tan Cang-Cai Mep International Terminal Co., Ltd. (Tan Cang-Cai Mep) New Sincere Transportation Corp. (NSTC) Wan Chun International Corp. (WCIC) Interasia Lines Taiwan, Ltd. Universal Checker Co., Ltd. Wan Hai Charity Foundation New Speed Transportation & Terminal Co., Ltd. (NS)
Relationship with the Company
Joint Venture
Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance
An associate Related party in substance Subsidiary of ECTC Related party in substance Related party in substance Related party in substance Related party in substance
-
(b) Significant transactions with related parties
-
Sales to related parties:
| Sales to related parties: | ||
|---|---|---|
| Other related parties Joint venture |
2021 $ 3,280,978 13,592 $ 3,294,570 |
2020 |
| 1,994,674 8,933 |
||
| 2,003,607 |
The transaction terms with related parties were not significantly different from those of sales to third parties. The average collection period for notes and accounts receivable pertaining to such sales transactions ranged from one to three months, while the average collection period for routine sales transactions was within one month.
- Consideration for services related to the entity:
| Consideration for services related to the entity: | ||
|---|---|---|
| Associate Joint venture Other related parties |
2021 $ 312,251 1,903 5,036,201 $ 5,350,355 |
2020 |
| 145,558 1,754 3,523,941 |
||
| 3,671,253 |
The transaction terms with related parties were not significantly different from those with the third parties. The average payment period for notes and accounts payable pertaining to such purchase transactions ranged from one to two months, which was similar to that of other normal vendors.
〜 73 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- Receivables from related parties and other assets
Receivables of the Group from related parties were as follows:
| Item Accounts receivable Other receivables Other receivables Receivables from agents Receivables from agents |
Related party categories Other related parties Associate Other related parties Other related parties-WHL Japan Associate |
2021.12.31 $ 193,258 - 39,060 1,310,422 34,693 $ 1,577,433 |
2020.12.31 |
|---|---|---|---|
| 146,139 183 64,610 981,342 31,604 |
|||
| 1,223,878 |
- Payables to related parties and other liabilities
Payables of the Group to related parties were as follows:
| Item Accounts payable Accounts payable Other payables Other current liabilities |
Related party categories Other related parties Joint venture Other related parties Other related parties |
2021.12.31 $ 263,959 6,806 7,148 13,409 $ 291,322 |
2020.12.31 |
|---|---|---|---|
| 267,272 6,425 6,530 5,273 |
|||
| 285,500 |
- Other related-party transactions
For the years ended December 31, 2021 and 2020, the Group received payments of claims from other related parties amounting to $1,722 thousand and $1,336 thousand, respectively.
For the years ended December 31, 2021 and 2020, the Group received payments of manpower support service from other related parties amounting to $19,424 thousand and $18,097 thousand, respectively.
For the years ended December 31, 2021 and 2020, the Group's miscellaneous purchases, etc. from other related parties amounting to $46,623 thousand and $31,062 thousand, respectively.
For the year ended December 31, 2020, the Group sold the property, plant and equipment to related parties amounting to $224 thousand, and the gains on disposal were $151 thousand.
6. Leasing
The Group rented office buildings from its related parties to be used as its offices, and 10-18 years lease contracts were signed. The rental fees were determined based on nearby office rental rates, therefore, the total value of the contracts was $18,465 thousand. For the years ended December 31, 2021 and 2020, the Group recognized the amount of $457 thousand and $456 thousand as interest expense, respectively. As of December 31, 2021 and 2020, the balance of lease liabilities amounted to $11,022 thousand and $11,647 thousand, respectively.
The Group rented containers from its other related parties, 1.5-11 years lease contracts were signed. The rental fees were determined based on market price, therefore, the total value of the contract was $62,622 thousand. For the years ended December 31, 2021 and 2020, the Group recognized the amount of $892 thousand and $977 thousand as interest expense, respectively. As of December 31, 2021 and 2020, the balance of lease liabilities amounted to $41,480 thousand and $47,069 thousand, respectively.
〜 74 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(c) Key management personnel remuneration
Key management personnel remuneration comprised:
| Key management personnel remuneration comprised: | ||
|---|---|---|
| Short-term employee benefits Post-employment benefits |
2021 $ 212,480 181 $ 212,661 |
2020 |
| 192,756 170 |
||
| 192,926 |
(8) Pledged Assets
The carrying values of pledged assets were as follows:
| Assets | Objective | 2021.12.31 $ 5,528 104,505 115,176 11,169,759 23,897,774 2,200,645 1,519,953 $ 39,013,340 |
2020.12.31 |
|---|---|---|---|
| 6,184 104,505 148,821 9,109,185 13,051,797 2,516,131 - |
|||
| 24,936,623 |
(9) Significant Contingencies and Commitments
- (a) Contract for port rental
To increase the quality of service and to decrease the cost of operations, the Group entered into a contract to lease a wharf in Japan in March 2003, and renewed it in April 2008. The renewed lease period is 20 years, from March 2008 to March 2028. As of December 31, 2021, the lease deposit amounting to JPY 255,775,000 (approximately TWD 61,439 thousand) was listed in other noncurrent assets.
The Group cooperated with the Kaohsiung Harbor Bureau to rent the No. 63 and 64 wharfs in August 1994, and renewed the contract in December 2016, for an eight-year lease term. The Group has paid the guarantee deposit of $40,000 thousand, which is listed under other non-current assets.
The Group cooperated with the Taichung Harbor Bureau to rent Taichung wharf No. 34 and 35 in December 1999, and renewed the contract in August 2018 for a fifteen-year lease term. The Group has paid the guarantee deposit of $33,400 thousand, which is listed under other non-current assets.
〜 75 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Since February 2006, the Group has leased the hinterland of West 29 wharf to West 32 wharf from the Keelung Harbor Bureau. The lease term is 30 years from the day after the completion of the joint venture construction of warehouse facilities and acceptance by the Harbor Bureau.
(b) Vessel construction contract
Considering the Group's current fleet deployment and long-term development plan, the Group decided to acquire eight container ships of 3,036 TEUs from JAPAN MARINE UNITED CORPORATION, and twelve container ships of 2,038 TEUs from CHINA SHIPBUILDING TRADING COMPANY, LTD. and GUANGZHOU WENCHONG SHIPYARD CO., LTD, costing JPY 37,680,000 thousand and USD 315,936 thousand (approximately TWD 20,137,000 thousand), respectively. As of December 31, 2021, eight of 3,036 TEUs ships and eight of 2,028 TEUs ships have been transferred, the Group has prepaid $1,237,771 thousand as prepayments for equipment (listed in other non-current assets).
In January 2021, the Group approved to purchase 12 container ships from JAPAN MARINE UNITED CORPORATION and NIHON SHIPYARD CO., LTD., with a carrying capacity of 3,013 TEUs, at a total transaction amount of USD 565,200 thousand (approximately TWD 15,786,000 thousand) for long-term development and fleet allocation considerations. As of December 31, 2021, the Group has prepaid the amount of $2,474,846 thousand, which was recognized in other noncurrent assets.
In March 2021, the Group approved to purchase 5 container ships from HYUNDAI HEAVY INDUSTRIES CO. LTD., with a carrying capacity of 13,200 TEUs, at a total transaction amount of USD 562,034 thousand (approximately TWD 16,034,817 thousand) for operational purpose. As of December 31, 2021, the Group has prepaid the amount of $3,108,608 thousand, which was recognized in other non-current assets.
In May 2021, the Group approved to construct 4 container ships from SAMSUNG HEAVY INDUSTRIES CO., LTD., also to purchase 4 container ships from the above supplier, with a carrying capacity of 13,100 TEUs, at a total transaction amount of USD 445,600 thousand (approximately TWD 12,414,416 thousand) and a range between USD 474,000 to USD 500,000 thousand (approximately between TWD 13,082,400 to TWD 13,800,000 thousand), respectively, for operational purpose. As of December 31, 2021, the Group has prepaid the amount of $4,299,058 thousand, which was recognized in other non-current assets.
In June 2021, the Group approved to purchase 12 container ships from NIHON SHIPYARD CO., LTD. and JAPAN MARINE UNITED CORPORATION, with a carrying capacity of 3,055 TEUs, at a total transaction amount of range between JPY 60,840,000 thousand to JPY 64,800,000 thousand (approximately between TWD 15,291,072 to TWD 16,286,349 thousand) for operational purpose. As of December 31, 2021, the Group has prepaid the amount of $1,529,107 thousand, which was recognized in other non-current assets.
- (c) Vessel purchase contract
For the year ended December 31, 2021, the Group signed a contract to purchase 9 second-hand container ships at a total price of USD 291,800 thousand (approximately TWD 8,069,729 thousand), as of December 31, 2021, 5 ships have been transferred, and the Group has prepaid $329,602 thousand as prepayments for equipment (listed in other non-current assets).
〜 76 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- (d) As of December 31, 2021, the total amount claimed for damages to the Group is approximately $86,545 thousand, and the related cases are under negotiation or under trial.
(10) Losses Due to Major Disasters: None.
(11) Significant Subsequent Events
The Group officially signed a contract with the Kaohsiung Port Authority in January 2022 to lease Kaohsiung Port No. 79, No. 80 and No. 81. The lease term is from July 2023 to June 2043, the lease term lasts for 20 years, and the right-of-use asset of $6,613,421 thousand will be recognized.
For operational purposes, the Group signed a contract with the seller STAROCEAN MARINE CO., LTD. in January 2022 to purchase two 1,781 TEU container ships, with the transaction amount of USD 86,000 thousand (approximately TWD 2,387,360 thousand).
For operational purposes, the Group signed a contract with the seller Cape Magnus Shipping Company Ltd. in February 2022 to purchase a 2,741 TEU container ship, with the transaction price of USD 53,000 thousand (approximately TWD 1,465,715 thousand), and the transfer has been completed.
For operational purposes, the Group signed a contract with the seller MS "ALLEGORIA" Schiffahrtsgesellschaft mbH & Co. KG in March 2022 to purchase a 2,741 TEU container ship, with the transaction amount of USD 109,500 (approximately TWD 3,028,223 thousand).
In the consideration of the Group's asset allocation and efficiency of operation, the Group approved the second-hand vessel procurement through the resolution of the Board of Directors on March 15, 2022, with the price not more than USD 320,000 thousand (approximately TWD 8,899,200 thousand).
In consideration of the Group's long-term growth and development in the future and the continuous rise of shipbuilding costs in the market, the Group approved the newly-built vessel procurement through the resolution of the Board of Directors on March 15, 2022, with the price not more than USD 700,000 thousand (approximately TWD 19,467,000 thousand).
(12) Others
- (a) Employee benefits, depreciation, depletion, and amortization expenses, categorized as operating cost or expense, were as follows:
| By function By item |
2021 | 2021 | 2021 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|
| Operating Cost |
Operating Expense |
Total | Operating Cost |
Operating Expense |
Total | |
| Employee benefits Salary Labor and health insurance Pension Remuneration of directors Others employee benefits Depreciation Amortization |
3,100,553 28,867 69,547 - 188,023 13,500,401 27,764 |
3,954,563 272,633 104,966 151,411 111,009 284,476 28,638 |
7,055,116 301,500 174,513 151,411 299,032 13,784,877 56,402 |
2,166,579 26,134 67,917 - 143,296 5,522,338 20,655 |
2,735,240 176,032 94,540 158,389 81,006 246,267 47,331 |
4,901,819 202,166 162,457 158,389 224,302 5,768,605 67,986 |
〜 77 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(13) Other Disclosures
- (a) Information on significant transactions
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the year ended December 31, 2021:
- Fund financing to other parties:
(In thousands of TWD)
| Num ber |
- Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other party during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower (Note 1) |
Transaction amount for business between two parties |
Reasons for short -term financing |
Allowance for bad debt |
Collateral | Collateral | Individual funding loan limits (Note 5) |
Maximum limitation on fund financing (Note 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | |||||||||||||||
| 0 1 2 |
The Company WHL INTL. WHL Singapore |
WHL Singapore WHL India Yi Chun |
Other receivables related Other receivables related Other receivables related |
Yes Yes Yes |
8,551,500 78,389 85,515 |
8,296,500 - 82,965 |
- - 24,890 |
- - 1.53~1.64% |
1 1 1 |
- - - |
Note (4) Note (3) Note (4) |
- - - |
Promissory note - Promissory note |
8,296,500 - 82,965 |
57,710,010 89,155 40,956,214 |
57,710,010 89,155 40,956,214 |
Note 1: Short-term financing.
Note 2: Repayment of loans.
Note 3: Acquisition of assets.
Note 4: Operating activities.
-
Note 5: Financing amount shall not exceed 40 percent of the lending company's net worth and the following:
-
Individual funding loan limits of financing for single borrower who has business with the lending company cannot exceed the total transaction amount of the current year.
-
Individual funding loan limits for short-term borrower cannot exceed 40 percent of the Company's net worth.
-
The individual loaned amount between the foreign companies whose voting shares are wholly owned by the Company directly or indirectly, or the amount that the foreign companies whose voting shares are wholly owned by the Company directly or indirectly loaned to the Company, shall not exceed 40 percent of the lending company's net worth.
Note 6: Eliminated in the consolidated financial statement.
- Guarantees and endorsements for other parties:
(In thousands of TWD)
| Number | Name of the company |
Counter-party and endor |
of guarantee sement |
Limitation on amount of guarantees and endorsements for a specific enterprise |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Amount of Property pledged on guarantees and endorsements |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements (Note2) |
Parent company endorses/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorses/ guarantees to third parties on behalf of parent company |
Endorsements guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company (Note 1) |
||||||||||||
| 0 | The Company | WHL Singapore | 2 | 288,550,051 | 22,936,176 | 14,463,023 | 14,463,023 | - | % 10.02 |
288,550,051 | Y | N | N |
Note 1: Relationship with the Company
-
The companies with which it has business relations.
-
Subsidiaries in which the company directly or indirectly holds more than 50% of its total outstanding common shares.
-
The parent company which directly or indirectly holds more than 50% of its voting rights.
-
Subsidiaries in which the company directly or indirectly holds more than 90% of its voting rights.
-
Companies in same type of business and providing mutual endorsements/ guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.
-
Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.
-
Companies in same type of business providing guarantees of pre-sale contracts according to the regulation.
〜 78 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: According to the Company's "Policy and Procedures for Guarantee and Endorsement":
-
External endorsements and guarantees made by the Company may not exceed 200% of the Company's net worth.
-
Endorsements and guarantees made to a single enterprise may not exceed 40% of the Company or its subsidiaries' net worth.
-
The total amount of endorsements and guarantees of the Company and its subsidiaries as a whole may not exceed 250% of the Company's net worth.
-
Endorsements and guarantees made by the Company and its subsidiaries to a single enterprise may not exceed 50% of the Company's net worth.
-
Endorsements and guarantees made by the Company to the subsidiaries, or subsidiaries to the Company, are not subject to the above-mentioned restrictions. However, the aggregate amount of endorsements/guarantees that the Company or its subsidiaries make for a single company may not exceed 200% of the net worth of the company providing guarantees.
Note 3: Eliminated in the consolidated financial statements.
- Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):
(In thousands of TWD/shares)
| Name of holder |
Category and name of security |
Category and name of security |
Account title | Ending b | alance | alance | Highest percentage of capital investment during the period |
Notes | |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Book value | Percentage of shares |
Market value | ||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company |
Domestic listed stocks: GREATWALL ENTERPRISE CO., LTD. Formosa Plastics Corporation Formosa Chemicals & Fibre Corporation Tainan Spinning Co., Ltd. TAIYEN BIOTECH CO., LTD China Steel Corporation Delta Electronics, Inc. Hon Hai Precision Ind. Co., Ltd. Taiwan Semiconductor Manufacturing Co., Ltd |
- - - - - - - - - |
Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current |
12,983,696 376,288 245,480 11,366,898 1,108,000 2,291,162 4,354,000 77,440 529,000 |
693,329 39,134 19,835 290,424 36,786 80,992 1,197,350 8,054 325,335 |
% 1.52 % 0.01 % - % 0.69 % 0.55 % 0.01 % 0.17 % - % - |
693,329 39,134 19,835 290,424 36,786 80,992 1,197,350 8,054 325,335 |
% 1.52 % 0.01 % - % 0.69 % 0.55 % 0.01 % 0.17 % - % - |
〜 79 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of holder |
Category and name of security |
Category and name of security |
Account title | Ending b | alance | alance | Highest percentage of capital investment during the period |
Notes | |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Book value | Percentage of shares |
Market value | ||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company |
Transcend Information, Inc. Amtran Technology Co., Ltd. Yang Ming Marine Transport Corp. China Airlines Ltd. Chinese Maritime Transport Ltd. Mega Financial Holding Co., Ltd. Taishin Financial Holding Co., Ltd. First Financial Holding Co., Ltd. The Eslite Spectrum Corporation Shih Wei Navigation Co., Ltd. Taiwan Cooperative Financial Holding Co., Ltd. Taiwan Secom Co., Ltd. DomesticEmerging |
- - - - - - - - - - - - - |
Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current |
89,111 924,041 957,526 23,753,862 435,050 18,799,646 20,356,132 17,502,208 1,078,000 775,888 32,006,051 3,303,000 358,309 |
6,514 16,263 115,861 654,419 25,407 668,327 385,749 428,804 64,249 35,070 814,554 343,512 11,108 |
% 0.02 % 0.12 % 0.03 % 0.41 % 0.22 % 0.14 % 0.18 % 0.14 % 2.27 % 0.28 % 0.24 % 0.73 % 0.09 |
6,514 16,263 115,861 654,419 25,407 668,327 385,749 428,804 64,249 35,070 814,554 343,512 11,108 |
% 0.02 % 0.12 % 0.03 % 0.44 % 0.22 % 0.14 % 0.33 % 0.14 % 2.27 % 0.28 % 0.24 % 0.73 % 0.09 |
|
| stocks: TIGERAIR TAIWAN CO., LTD. |
〜 80 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of holder |
Category and name of security |
Category and name of security |
Account title | Ending b | alance | alance | Highest percentage of capital investment during the period |
Notes | |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Book value | Percentage of shares |
Market value | ||||||
| The Company The Company The Company The Company WHL Singapore |
Domesticlisted stocks: Shihlin Paper Corporation Chunghwa Telecom Co., Ltd. Domestic unlisted stocks: Taipei Port Container Terminal Corp. United Stevedoring Corporation Foreign listed stocks: Da Nang Port Joint Stock Company |
Related party in substance - Related party in substance - - |
Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current |
9,351,088 27,520,000 79,315,476 781,250 20,090,000 |
606,886 3,206,080 467,145 12,160 718,420 |
% 3.60 % 0.35 % 15.25 % 15.63 % 20.29 |
606,886 3,206,080 467,145 12,160 718,420 |
% 3.60 % 0.35 % 15.25 % 15.63 % 20.29 |
-
Accumulated buying/selling of the same marketable securities for which the dollar amount reaches $300 million or 20% or more of paid-in capital: None.
-
Acquisition of real estate for which the dollar amount reaches $300 million or 20% or more of paid in capital: None.
-
Disposition of real estate for which the dollar amount reaches $300 million or 20% or more of paid-in capital: None.
〜 81 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- Buying/selling products for which the dollar amount reaches $100 million or 20% or more of paid-in capital:
| Name of company |
Name of Counter- party |
Relationship | Transaction details | Transaction details | Transaction details | Transaction details | Reasons why and description of how the transaction conditions differ from general transactions |
Reasons why and description of how the transaction conditions differ from general transactions |
Account/note receivable (payable) |
Account/note receivable (payable) |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | Percentage of total purchases/ sales |
Credit period |
Unit price | Credit period |
Balance | Percentage of total accounts/notes receivable (payable) (Note 1) |
||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company |
Interasia Lines Taiwan WHL- Vietnam Tan Cang-Cai Mep International Terminal Co., Ltd. Taipei Port WHL- Singapore WHL- Singapore IAL Singapore IAL Singapore WHL Hongkong WHL (Japan) Hyaline NSTC APLI WCIC |
Related party in substance Subsidiary Associate Corporate director of the company Subsidiary Subsidiary Related party in substance Related party in substance Subsidiary Same director with the company Same director with the company Related party in substance Related party in substance Related party in substance |
Loading and unloading revenue Commission fee Terminal handing charges, container fee Container fee, terminal handling charges Rent income, commission revenue, shipping agent revenue Charter hire cost, oil expense, joint venture cost Joint venture revenue, container rental revenue, shipping agent revenue, charter hire income Joint venture cost, container rental cost Commission fee Commission fee Commission fee Tow charge Container fee Turnkey fee |
(107,330) 526,942 177,040 978,270 (6,425,667) 15,424,777 (1,629,976) 636,911 2,827,655 668,136 552,081 694,334 332,556 180,133 |
% 0.09 % 0.92 % 0.31 % 1.71 % 5.54 % 26.96 % 1.41 % 1.11 % 4.94 % 1.17 % 0.96 % 1.21 % 0.58 % 0.31 |
30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days |
- - - - - - - - - - - - - - |
- - - - - - - - - - - - - - |
16,365 (18,942) - (5) - (7,568,346) 46,594 - (693,266) - - (54,123) (5,675) (15,398) |
% 0.11 % 0.12 % - % - % - % 48.36 % 0.32 % - % 4.43 % - % - % 0.35 % 0.04 % 0.10 |
Note 2 Note 2 Note 2 Note 2 |
〜 82 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of company |
Name of Counter- party |
Relationship | Transaction details | Transaction details | Transaction details | Transaction details | Reasons why and description of how the transaction conditions differ from general transactions |
Reasons why and description of how the transaction conditions differ from general transactions |
Account/note receivable (payable) |
Account/note receivable (payable) |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | Percentage of total purchases/ sales |
Credit period |
Unit price | Credit period |
Balance | Percentage of total accounts/notes receivable (payable) (Note 1) |
||||
| The Company The Company The Company The Company The Company The Company The Company The Company WHL- Singapore WHL- Singapore WHL Hongkong WHL- Malaysia WHL- Thailand TK Logistics International Co., Ltd. WHL-Vietnam WHL-India WHL-Korea |
NSaTC WHL- Malaysia New World Container services Corporation TK Logistics International Co., Ltd. WHL- Thailand WHL-Korea WHL-India Shin Sheng The Company The Company The Company The Company The Company The Company The Company The Company The Company |
Related party in substance Subsidiary Related party in substance Subsidiary Subsidiary Subsidiary Subsidiary Related party in substance Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
Tow charge, container fee Commission fee Container fee Container fee, labor fee, terminal handling charge Commission fee Commission fee Commission fee Tow charge Rent expense, commission fee, shipping agent expense Oil revenue, charter hire income, joint venture revenue Commission income Commission income Commission income Container revenue, service revenue Commission income Commission revenue Commission revenue |
110,938 217,108 145,699 120,325 231,711 205,658 300,605 101,951 6,425,667 (14,576,330) (2,827,655) (217,108) (231,711) (120,325) (526,942) (300,605) (205,658) |
% 0.19 % 0.38 % 0.25 % 0.21 % 0.40 % 0.36 % 0.53 % 0.18 % 10.60 % 11.08 % 95.45 % 99.94 % 90.73 % 47.06 % 100.00 % 100.00 % 98.05 |
30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days 30 days |
- - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - |
(4,888) 57,745 (11,529) (11,965) (394,054) - (130,797) (8,733) - 7,568,346 693,266 (57,745) 394,054 11,965 18,942 130,797 - |
% 0.03 % 0.37 % 0.07 % 0.08 % 2.52 % - % 0.84 % 0.06 % - % 70.46 % 13.26 % 26.07 % 87.10 % 50.86 % 3.64 % 66.97 % - |
Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 |
Note 1: Including notes receivable / payable, accounts payable-related parties and receivable / payable from / to agents, contract assets. Note 2: Eliminated in the consolidated financial statements.
〜 83 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- Accounts receivable from related parties for which the dollar amount reaches $100 million or 20% or more of paid-in capital:
| or more of paid- | in capital: | |||||||
|---|---|---|---|---|---|---|---|---|
| Name of related party |
Counter-party | Relationship | Balance of receivables from related party |
Turnover rate |
Past-due receivables from related party |
Subsequently received amount of receivables from related party |
Allowances for bad debts |
|
| Amount | Action taken | |||||||
| The Company (Note 2) The Company (Note 2) The Company (Note 2) The Company (Note 2) The Company (Note 2) The Company (Note 2) WHL-Singapore (Note 2) WHL-HongKong (Note 2) WHL-Thailand (Note 2) Bao Sheng Shipping Agency Co., Ltd. WHL-India (Note 2) The Company (Note 3) |
Clipper Shenzhen Uniwin International Logistics Ltd. WHL-USA WHL Phils. WHL Ecuador WHL (Japan) The Company The Company The Company The Company The Company WHL-Singapore |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Same director with the Company Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
1,623,210 658,475 173,926 148,926 106,356 1,310,422 7,568,346 693,266 394,054 195,973 130,797 8,266,370 |
% - % - % - % - % - % - % - % - % - % - % - % - |
- - - - - - - - - - - - |
- - - - - - - - - - - - |
1,623,210 656,588 173,891 148,926 105,786 1,266,222 7,568,346 693,266 277,349 180,552 130,797 5,112,800 |
- - - - - - - - - - - - |
Note 1: Eliminated in the consolidated financial statements.
Note 2: Including accounts receivable, contract assets and receivable from agent.
Note 3: Other receivable.
9. Derivative transactions: None.
- Business relationships and significant inter-company transactions:
| Number | Name of the company |
Name of the counter-party |
Existing relationship with the counter-party |
Transaction details during 2021 | Transaction details during 2021 | ||
|---|---|---|---|---|---|---|---|
| Account name | Amount | Terms of trading | Percentage of the total consolidated revenue or total assets |
||||
| 0 0 0 0 0 |
The Company The Company The Company The Company The Company |
WHL-Singapore WHL-Hongkong WHL-Singapore WHL-Singapore WHL-Singapore |
1 1 1 1 1 |
Account payable Commission expense Rent income, Commission revenue, Shipping agent revenue Oil expense, Charter hire cost, Joint venture cost Other receivables |
(7,568,346) 2,827,655 (6,425,667) 15,424,777 8,266,370 |
No significant differences No significant differences No significant differences No significant differences No significant differences |
% 2.94 % 1.24 % 2.82 % 6.77 % 3.20 |
Note 1: numbers denote the following:
-
0 represents the Company.
-
Subsidiaries are listed by names and numbered starting with 1.
Note 2: relationship with the listed companies:
-
The Company to subsidiary
-
Subsidiary to the Company
-
Subsidiary to subsidiary
-
Note 3: The disclosed amounts are above 1% of total assets for balance sheet accounts or 1% of total operating revenue for income statement accounts of the Group.
〜 84 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(b) Information on investees
For the year ended December 31, 2021, the following is the information on investees (excluding investees in Mainland China):
| Name of the investor |
Name of investee | Location | Major operations | Initial invest | ment amount | E | nding balanc | e | Peak Holding Percentage |
Net income (loss) of the investee |
Investment income (losses) |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance |
Beginning balance |
Shares | Ratio of shares |
Book value | ||||||||
| The Company 〃 〃 〃 〃 〃 WHL-Singapore 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Wan Hai Lines (Singapore) Pte. Ltd. k.k. WH Corporation Tan Cang-Cai Mep International Terminal Co., Ltd. T.K. Logistics International Co., Ltd. Bao Sheng Shipping Agency Co., Ltd. Hai Phong International Container Terminal Co., Ltd. Wan Hai Lines (Phils.), Inc. Wan Hai Lines (H.K.) Limited Wan Hai Lines (M) Sdn. Bhd. Yi Chun Shipping Agencies Sdn. Bhd. Wan Hai Lines (Korea) Ltd. Wan Hai International Pte. Ltd. Wan Hai Lines (Thailand) Ltd. Wan Hai (Vietnam) Ltd. HE CHUN LOGISTICS COMPANY LTD. Wan Hai Lines Peru S.A.C. WanHai Lines Ecuador S.A. |
Singapore Japan Vietnam Taiwan Taiwan Vietnam Philippines Hong Kong Malaysia Malaysia Korea Singapore Thailand Vietnam Vietnam Peru Ecuador |
Transportation and shipping agency service, chartering of ships, and international transportation and shipping agency services Terminal operation and management service, and vessel rental service Managing wharf and containers Managing container terminals and storage facilities Acting as agent for transportation affair and contracting ocean shipping and related services. Managing wharf and containers Transportation and shipping agency services Transportation and shipping agency services Transportation and shipping agency services ODD operations Transportation and shipping agency services Transportation and shipping agency services Transportation and shipping agency services Transportation and shipping agency services ODD operations Transportation and shipping agency services Transportation and shipping agency services |
21,983,099 7,141 259,917 143,000 30,000 598,211 5,991 695,246 4,613 1,845 11,019 239,979 4,732 8,691 60,857 1,942 10,246 |
21,983,099 7,141 259,917 143,000 30,000 598,211 5,991 695,246 4,613 1,845 11,019 239,979 4,732 8,691 60,857 1,942 1,627 |
979,399,234 500 - 14,300,000 3,000,000 - 901,540 160,000,000 500,000 200,000 80,000 10,312,460 49,000 - - 245,124 99,000 |
% 100.00 % 100.00 % 21.33 % 55.00 % 70.01 % 16.50 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 49.00 % 100.00 % 100.00 % 99.00 % 99.00 |
108,663,044 22,892 441,208 153,914 38,078 581,631 16,411 3,776,266 110,620 16,117 83,195 638,436 116,169 393,414 92,737 51,223 36,615 |
% 100.00 % 100.00 % 21.33 % 55.00 % 70.01 % 16.50 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 49.00 % 100.00 % 100.00 % 99.00 % 99.00 |
73,488,913 1,355 361,292 14,000 2,240 296,108 5,675 2,195,702 40,959 (475) 69,952 250,233 107,307 381,743 36,568 62,764 19,613 |
73,975,748 1,355 77,064 7,699 1,568 48,858 5,675 2,195,702 40,959 (475) 69,952 250,233 52,580 381,743 36,568 62,136 19,417 |
Subsidiary (Note 2、3) Subsidiary (Note 3) Associate (Note 1) Subsidiary (Note 3) Subsidiary (Note 3) Associate (Note 1) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 1、3) Indirect subsidiary (Note 1、3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) |
〜 85 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of the investor |
Name of investee | Location | Major operations | Initial investment amount | Initial investment amount | Ending balance | Ending balance | Ending balance | Peak Holding Percentage |
Net income (loss) of the investee |
Investment income (losses) |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance |
Beginning balance |
Shares | Ratio of shares |
Book value | ||||||||
| WHL-Singapore 〃 〃 〃 WHL INTL. 〃 〃 〃 WHL INTL. WHL Hongkong Bravely International Pte. Ltd. WAN HAI LINES (USA) LTD. Wan Hai Lines (India) PVT Ltd. |
PHUC XUAN MARITIME SERVICE CO.,LTD. Bravely International Pte. Ltd. WAN HAI LINES (USA) LTD. Wan Hai Shipping Limited Wan Hai Lines (UAE) LLC. Infinite Marine Investment Co., Ltd. Wan Hai Lines (India) PVT Ltd. Wan Hai Lines Peru S.A.C. WanHai Lines Ecuador S.A. Dawin Logistics (International) Limited Bravely (Myanmar) Transport and Logistics Company Limited Wan Hai Lines (Arizona) LLC. WH Logistics Private Limited |
Vietnam Singapore America Myanmar Dubai Cayman India Peru Ecuador Hong Kong Myanmar America India |
Container yard business Transportation and investment Transportation and shipping agency services Transportation and shipping agency services Transportation and shipping agency services Investment Transportation and shipping agency services Transportation and shipping agency services Transportation and shipping agency services Managing container, storage and logistics services Management container, storage and logistic service House rental and management Managing container, storage and logistics services |
9,186 625,026 437,514 1,075 1,365 173,463 69 20 178 570,480 127,584 359,760 395 |
9,186 625,026 437,514 1,075 1,365 173,463 69 20 - 570,480 127,584 359,760 - |
- 28,262,221 284,381 35,000 147 5,550,000 10,000 2,476 1,000 144,640,000 4,000,000 - 100,000 |
% 49.00 % 100.00 % 100.00 % 70.00 % 49.00 % 100.00 % 100.00 % 1.00 % 1.00 % 100.00 % 80.00 % 100.00 % 50.00 |
30,051 77,373 448,880 873 42,961 5,374 366,162 517 370 894,317 68,757 362,089 284 |
% 49.00 % 100.00 % 100.00 % 70.00 % 49.00 % 100.00 % 100.00 % 1.00 % 1.00 % 100.00 % 80.00 % 100.00 % 50.00 |
43,840 (31,134) 22,167 295 84,770 (212) 215,904 62,764 19,613 150,650 3,063 9,807 (34) |
21,481 (31,134) 22,167 206 41,537 (212) 215,904 628 196 150,650 2,450 9,807 (17) |
Associate (Note 1) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Equity method Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 3) Indirect subsidiary (Note 1、3) Equity method |
Note 1: Limited companies with no common shares issued.
Note 2: The difference is due to the unrealized gain /loss.
Note 3: Eliminated in the consolidated financial statements.
- Note 4: The recognition of investment gains and losses in the current period is based on the financial reports of investment companies that have not been reviewed by accountants during the same period.
(c) Information on investment in Mainland China
- Information on investment in Mainland China:
| 1. Inform | ation on i | nvestm | ent in | Mainlan | d Chin | a: | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of the investee in Mainland China |
Major operations | Issued capital |
Method of investment |
Beginning remittance balanc - Cumulative investment (amount) from Taiwan |
e Cu remittance investme Remittance amount |
rrent /recoverable nt (amount) |
Ending remittance balance - Cumulative investment (amount) from Taiwan |
Net income (loss) of the investee |
Direct /indirect shareholding (%) by the Company |
Peak Holding Percentage |
Current investment gains and losses (Note 2) |
Carrying Amount |
Accumulated Inward Remittance of Earnings |
| Recoverable amount |
|||||||||||||
| Guangzhou Wan Hai Information Technology Ltd. Shenzhen Uniwin International Logistics Ltd. Clipper International Shipping Agency Ltd. |
Information software service Freight transportation and acting as agent for transport affairs International shipping agency services |
7,922 644,016 4,070 |
(1) (1) (1) |
- - - |
- - - |
- - - |
- - - |
870 118,709 22,139 |
% 100.00 % 100.00 % 49.00 |
% 100.00 % 100.00 % 49.00 |
870 118,709 10,848 |
22,433 725,182 11,918 |
- - - |
〜 86 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of the investee in Mainland China |
Major operations | Issued capital |
Method of investment |
Beginning remittance balance - Cumulative investment (amount) from Taiwan |
Cur remittance/ investmen |
rent recoverable t (amount) |
Ending remittance balance - Cumulative investment (amount) from Taiwan |
Net income (loss) of the investee |
Direct /indirect shareholding (%) by the Company |
Peak Holding Percentage |
Current investment gains and losses (Note 2) |
Carrying Amount |
Accumulated Inward Remittance of Earnings |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remittance amount |
Recoverable amount |
||||||||||||
| Blue Ocean Logistics (Shanghai) Ltd. Shenzhen Yong Chun International Shipping Management Co., Ltd. Wan Hang Tours Co., Ltd. Qingdao port and Win International Logistics Co., Ltd. |
Containers, storage and international transportation services International shipping management Retailing and Catering management Container yard station |
32,596 29,068 287,330 50,188 |
(1) (1) (1) (1) |
- - - - |
- - - - |
- - - - |
- - - - |
32,228 6,307 (6,759) 22,110 |
% 100.00 % 90.00 % 50.00 % 50.00 |
% 100.00 % 90.00 % 50.00 % 50.00 |
32,228 5,676 (3,379) 11,055 |
94,666 38,674 113,921 39,390 |
- - - - |
Note 1: Indirectly invested in Mainland China through investees.
Note 2: The investment income (loss) recognized in current period was audited and certified by the CPA of the Company.
- Limitation on investment in Mainland China:
| Limitation on investment | in Mainland China: | |
|---|---|---|
| Aggregate investment amount remitted from Taiwan to Mainland China at the end of the period |
Investment amount approved by Investment Commission of Ministry of Economic Affairs |
Limitation on investment in Mainland China by Investment Commission of Ministry of Economic Affairs |
| - | 1,131,368 | 86,565,015 |
Note: The Company's investments in Mainland China were mostly from the investees' self-owned capital in indirect subsidiaries.
- Significant transactions:
As of December 31, 2021, the significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in "Information on significant transactions".
- (d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| Yi Chun Navigation Inc. Asia Pacific Logistics International Co., Ltd. TCEL CCEL |
313,757,720 194,539,837 187,993,144 187,993,144 |
% 12.85 % 7.97 % 7.70 % 7.70 |
(14) Segment Information
- (a) General Information
The segment's operating results are reviewed regularly by the entity's chief operating decision maker to make decisions pertaining to the allocation of the resources of the segment and to assess its performance for which the discrete financial information is available. Only one reportable segment of the Group was identified, and it's mainly associated with the shipping operations.
- (b) The Group has only one segment associated with shipping operations. Please refer to the Consolidated Balance Sheets and Consolidated Statements of comprehensive Income for its segment profit or loss, segment assets and segment liabilities.
〜 87 〜
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-
-
-
(c) Entity wide Information:
Geographical Areas:
The segments information of the Group that is identified based on geographical areas was as follow. Operating segments were identified based on the way in which revenues were classified according to customer's location, and non-current assets were classified according to the location of asset.
| By region Revenue from external customers: Asia the Middle East, India, Red sea America, South America Total By region Non-current assets: Asia India America Total |
2021 $ 64,525,543 37,506,897 125,973,013 $ 228,005,453 2021.12.31 $ 117,669,181 270,667 309,542 $ 118,249,390 |
2020 |
|---|---|---|
| 46,581,636 17,636,991 17,661,555 |
||
| 81,880,182 | ||
| 2020.12.31 | ||
| 70,462,916 144,260 307,135 |
||
| 70,914,311 |
Non-current assets include property, plant and equipment, investment property, intangible assets, right-of-use assets, and other assets, not including financial instruments, deferred tax assets, pension fund assets, and non-current assets of rights arising from an insurance contract.
- (d) Information about Major Customers:
The Group's revenue from a single customer did not reach 10% of the consolidated operating income.
〜 88 〜