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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.

  1. 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.

  1. 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:

  1. 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

  5. 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.

  6. 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

  1. 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
  1. Subsidiaries excluded from the consolidated financial statements: None.

  2. (d) Foreign currency

  3. 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.

  1. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is expected to be realized within twelve months after the reporting period; or

  4. 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:

  1. It is expected to be settled in the normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is due to be settled within twelve months after the reporting period; or

  4. 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.

  5. (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.

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(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.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WAN HAI LINES LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  1. Financial liabilities and equity instruments

  2. 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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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
  1. 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.

  1. For credit risk and market risk, please refer to Note 6(z).

  2. As of December 31, 2021 and 2020, the financial assets of the Group had not been pledged as collateral.

  3. (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

  1. 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%
  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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

  1. 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.

  1. 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.

  1. Currency risk

  2. 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:

  1. 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.

  1. 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

  1. 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
  1. 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
  1. 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:

  1. 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.

  1. 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

  1. The companies with which it has business relations.

  2. Subsidiaries in which the company directly or indirectly holds more than 50% of its total outstanding common shares.

  3. The parent company which directly or indirectly holds more than 50% of its voting rights.

  4. Subsidiaries in which the company directly or indirectly holds more than 90% of its voting rights.

  5. 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.

  6. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.

  7. 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":

  1. External endorsements and guarantees made by the Company may not exceed 200% of the Company's net worth.

  2. Endorsements and guarantees made to a single enterprise may not exceed 40% of the Company or its subsidiaries' net worth.

  3. 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.

  4. Endorsements and guarantees made by the Company and its subsidiaries to a single enterprise may not exceed 50% of the Company's net worth.

  5. 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.

  1. 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
  1. 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.

  2. Acquisition of real estate for which the dollar amount reaches $300 million or 20% or more of paid in capital: None.

  3. 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

  1. 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

  1. 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.

  1. 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:

  1. 0 represents the Company.

  2. Subsidiaries are listed by names and numbered starting with 1.

Note 2: relationship with the listed companies:

  1. The Company to subsidiary

  2. Subsidiary to the Company

  3. Subsidiary to subsidiary

  4. 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

  1. 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.

  1. 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.

  1. 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