Shih Wei Navigation Co., Ltd. and Subsidiaries

Transcription

1 Shih Wei Navigation Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Years Ended and 2012 and Independent Auditors Report

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4 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars) 2012 January 1, 2012 ASSETS Amount % Amount % Amount % CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) $ 883,238 3 $ 965,332 3 $ 969,108 4 Financial assets at fair value through profit or loss - current (Notes 4 and 7) 16, , ,650 - Held-to-maturity financial assets - current (Notes 4 and 8) ,138 - Trade receivables (Notes 4 and 25) 25,369-29,360-20,022 - Inventories (Note 4) 235, , ,659 1 Noncurrent assets held for sale (Notes 4, 5, 11, 22 and 26) 889, , ,813 3 Other financial assets - current (Notes 4, 10, 13 and 26) 599, ,733-1,635,520 7 Other current assets (Notes 22 and 25) 233, , ,398 1 Total current assets 2,882, ,713, ,965, NONCURRENT ASSETS Financial assets measured at cost - noncurrent (Notes 4 and 9) 28,408-28,388-28,421 - Property and equipment (Notes 4, 12, 13, 22 and 26) 25,400, ,905, ,688, Deferred tax assets (Notes 4 and 18) 5,733-13,575-13,149 - Prepayments for equipment (Notes 12, 26 and 27) 687, , ,058,910 9 Other financial assets - noncurrent, net of current portion (Notes 4, 10, 13 and 26) 238, , ,856 2 Other noncurrent assets (Notes 4, 11 and 22) 59,620-50,370-45,767 - Total noncurrent assets 26,419, ,243, ,391, TOTAL $ 29,302, $ 28,957, $ 24,356, LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 10, 13 and 26) $ 724,318 2 $ 295,555 1 $ 557,745 2 Short-term bills payable (Note 13) 200, Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 14) 65-30, ,020 1 Notes and trade payable (Note 22) 165, , ,185 - Other payables 174, , ,468 1 Current tax liabilities (Notes 4 and 18) 58,028-37, ,145 1 Current portion of convertible bonds payable (Notes 4, 7, 14 and 22) , Current portion of long-term borrowings (Notes 10, 11, 13, 22 and 26) 3,569, ,166, ,579,131 6 Other current liabilities (Notes 11 and 22) 130,925-71, ,922 2 Total current liabilities 5,023, ,594, ,085, NONCURRENT LIABILITIES Financial liabilities at fair value through profit or loss - noncurrent, net of current portion (Notes 4, 7 and 14) ,730 - Convertible bonds payable (Notes 4, 7 and 14) ,118 2 Long-term borrowings (Notes 10, 13 and 26) 15,560, ,689, ,870, Deferred tax liabilities (Notes 4 and 18) 55,802-88, ,350 - Accrued pension liabilities (Notes 4 and 15) 14,988-18,090-19,015 - Other noncurrent liabilities (Note 22) Total noncurrent liabilities 15,631, ,796, ,478, Total liabilities 20,654, ,391, ,564, EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 16) Share capital Common shares 4,033, ,663, ,663, Capital surplus From issuance of common shares 1,042, , ,413 3 From conversion of bonds 371, , ,904 2 From treasury share transactions From equity component of convertible bonds ,864-42,864 - Others 48,853-7,123-7,123 - Total capital surplus 1,463, ,111, ,111,304 5 Retained earnings Legal reserve 1,421, ,356, ,265,404 5 Special reserve 1,068, , ,017,521 4 Unappropriated earnings 1,304, ,823, ,389,679 6 Total earnings 3,795, ,847, ,672, Exchange differences on translating foreign operations (812,687) (3) (1,055,833) (4) (654,779) (3) Total equity attributable to owners of the Corporation 8,480, ,566, ,792, NONCONTROLLING INTERESTS 168, Total equity 8,648, ,566, ,792, TOTAL $ 29,302, $ 28,957, $ 24,356, The accompanying notes are an integral part of the consolidated financial statements

5 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) For the Year Ended December Amount % Amount % OPERATING REVENUE (Notes 4 and 25) Rental revenue $ 3,147, $ 3,311, Service revenue 172, ,906 2 Cargo revenue 1,337, , Total operating revenue 4,657, ,138, OPERATING COSTS (Notes 17 and 25) (4,118,783) (89) (3,629,194) (87) GROSS PROFIT 538, , OPERATING EXPENSES (Notes 15, 16, 17 and 25) (201,994) (4) (200,114) (5) PROFIT FROM OPERATIONS 336, ,439 8 NONOPERATING INCOME Interest income 5,949-15,979 - Gain from bargain purchase - acquisition of subsidiaries (Notes 4 and 20) ,481 2 Other income (Note 25) 137, ,017 3 Net gain on disposal of property and equipment (Notes 4, 11 and 12) 22, ,168 4 Net gain on sale of investments (Notes 4 and 7) 6, Net foreign exchange gains (Notes 4 and 7) 69, ,093 7 Net gain arising on financial assets and liabilities at FVTPL (Notes 4 and 7) 94, ,808 2 Other losses (Notes 4 and 14) (14,869) - (6,118) - Interest expense (Notes 4, 13 and 14) (234,887) (5) (227,153) (6) Total nonoperating income 87, , PROFIT BEFORE INCOME TAX 424, , INCOME TAX EXPENSE (Notes 4 and 18) (70,783) (1) (94,042) (2) NET PROFIT FOR THE YEAR 353, , (Continued) - 4 -

6 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) For the Year Ended December Amount % Amount % OTHER COMPREHENSIVE INCOME (LOSS) Exchange differences on translating foreign operations (Note 4) $ 248,513 5 $ (400,341) (10) Actuarial gain and loss on defined benefit plans (Notes 4 and 15) 1,647 - (941) - Income tax relating to the components of other comprehensive income (Notes 4 and 18) (5,647) - (553) - Other comprehensive income (loss) for the year, net of income tax 244,513 5 (401,835) (10) TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 597, $ 323,256 8 NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation $ 353,600 8 $ 725, Noncontrolling interests (162) $ 353,438 8 $ 725, TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation $ 598, $ 323,256 8 Noncontrolling interests (162) $ 597, $ 323,256 8 EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 19) Basic $ 0.89 $ 1.98 Diluted $ 0.89 $ 1.94 The accompanying notes are an integral part of the consolidated financial statements. (Concluded) - 5 -

7 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) Share Capital (Note 16) Capital Surplus Retained Earnings (Notes 16 and 21) (Notes 4, 14 Unappropriated and 16) Legal Reserve Special Reserve Earnings Exchange Differences on Translating Foreign Operations (Notes 4 and 18) Noncontrolling Interests (Note 21) Total Equity BALANCE AT JANUARY 1, 2012 $ 3,663,500 $ 1,111,304 $ 1,265,404 $ 1,017,521 $ 1,389,679 $ (654,779) $ - $ 7,792,629 Appropriation of 2011 earnings Legal reserve ,849 - (90,849) Special reserve (350,024) 350, Cash dividends distributed by the Corporation (549,525) - - (549,525) Net profit for the year ended , ,091 Other comprehensive loss for the year ended 2012, net of income tax (781) (401,054) - (401,835) Total comprehensive income for the year ended ,310 (401,054) - 323,256 BALANCE AT DECEMBER 31, ,663,500 1,111,304 1,356, ,497 1,823,639 (1,055,833) - 7,566,360 Appropriation of 2012 earnings Legal reserve ,708 - (65,708) Special reserve ,368 (401,368) Cash dividends distributed by the Corporation (403,350) - - (403,350) Difference between market price and carrying amount in acquisition of subsidiaries (3,590) - - (3,590) Net profit (loss) for the year ended ,600 - (162) 353,438 Other comprehensive income for the year ended, net of income tax , , ,513 Total comprehensive income for the year ended , ,146 (162) 597,951 Issuance of common shares for cash 370, , ,961 Increase in noncontrolling interests , ,590 Others - (433) (433) BALANCE AT DECEMBER 31, $ 4,033,500 $ 1,463,832 $ 1,421,961 $ 1,068,865 $ 1,304,590 $ (812,687) $ 168,428 $ 8,648,489 The accompanying notes are an integral part of the consolidated financial statements

8 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) For the Year Ended December CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax $ 424,221 $ 819,133 Adjustments for: Depreciation expenses 1,470,768 1,268,813 Amortization expenses 1,656 1,808 Compensation cost of employee share options 1,461 - Interest expense 234, ,153 Interest income (5,949) (15,979) Gain on disposal of property and equipment (22,964) (185,168) Net gain on fair value change of financial assets and liabilities at fair value through profit or loss (407) (160,731) Net gain on sale of investments (6,883) (419) Net (gain) loss on foreign currency exchange 1,236 (120,892) Loss on repurchase of bonds payable 5,112 - Gain from bargain purchase - (78,481) Changes in operating assets and liabilities (Increase) decrease in financial assets held for trading 142,037 (63,506) (Increase) decrease in trade receivables 4,744 (10,341) (Increase) decrease in inventories 28,655 (102,691) (Increase) decrease in other current assets 21,335 (87,757) Increase in financial liabilities held for trading 6,192 1,744 (Decrease) increase in notes and trade payables (7,037) 39,177 Increase in other payables 18,051 5,305 (Decrease) increase in other current liabilities 57,102 (49,328) Decrease in accrued pension liabilities (1,455) (1,866) Cash generated from operations 2,372,762 1,485,974 Interest received 6,217 17,447 Interest paid (234,872) (207,864) Income tax paid (81,228) (242,046) Net cash generated from operating activities 2,062,879 1,053,511 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds of the sale of held-to-maturity financial assets - 14,787 Payments for property and equipment (489,206) (144,703) Increase in prepayments for equipment (1,110,646) (7,932,761) Proceeds of the disposal of property and equipment 76, ,966 Increase in advance real estate receipts - 573,405 (Increase) decrease in refundable deposits 5,250 (6,500) Decrease in other financial assets 122,861 1,188,363 Net cash outflow on acquisition of subsidiaries (240,000) (99,956) Increase in deferred charges - (29,199) Net cash used in investing activities (1,635,737) (6,172,598) (Continued) - 7 -

9 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) For the Year Ended December CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of the issue of common shares $ 721,500 $ - Repayments of bonds payable (463,274) - Increase (decrease) in short-term borrowings 426,221 (247,503) Proceeds of short-term bills payable 200,000 - Proceeds of long-term borrowings 3,074,293 9,459,132 Repayments of long-term borrowings (4,246,929) (3,531,719) Decrease in guarantee deposits received (255) (4) Cash dividends (403,350) (549,525) Increase in noncontrolling interests 165,000 - Net cash generated from (used in) financing activities (526,794) 5,130,381 EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES 17,558 (15,070) NET DECREASE IN CASH AND CASH EQUIVALENTS (82,094) (3,776) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 965, ,108 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 883,238 $ 965,332 The accompanying notes are an integral part of the consolidated financial statements. (Concluded) - 8 -

10 SHIH WEI NAVIGATION CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, AND 2012 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) 1. GENERAL INFORMATION Shih Wei Navigation Co., Ltd. (the Corporation ) was incorporated in the Republic of China ( ROC ) in March The Corporation mainly provides cargo shipping services, shipping agency, and sells and leases ships. The Corporation s shares began to be traded on the Taiwan GreTai Securities Market in July 2001 and then became listed on the Taiwan Stock Exchange in August APPROVAL OF FINANCIAL STATEMENTS The consolidated financial statements were approved by the board of directors and authorized for issue on March 25, APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS a. New, amended and revised standards and interpretations (the New IFRSs ) in issue but not yet effective The Company and entities controlled by the Company (the Group ) have not applied the following International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) issued by the IASB. On January 28, 2014, the Financial Supervisory Commission (FSC) announced the framework for the adoption of updated IFRSs version in the ROC. Under this framework, starting January 1, 2015, the previous version of IFRSs endorsed by the FSC (the 2010 IFRSs version) currently applied by companies with shares listed on the Taiwan Stock Exchange or traded on the Taiwan GreTai Securities Market or Emerging Stock Market will be replaced by the updated IFRSs without IFRS 9 (the IFRSs version). However, as of the date that the consolidated financial statements were authorized for issue, the FSC has not endorsed the following new, amended and revised standards and interpretations issued by the IASB (the New IFRSs ) included in the IFRSs version. The New IFRSs Included in the IFRSs Version Not Yet Endorsed by the FSC Effective Date Announced by IASB (Note 1) Improvements to IFRSs (2009) - amendment to IAS 39 January 1, 2009 and January 1, 2010, as appropriate Amendment to IAS 39 Embedded Derivatives Effective for annual periods ending on or after June 30, 2009 Improvements to IFRSs (2010) July 1, 2010 and January 1, 2011, as appropriate Annual Improvements to IFRSs Cycle January 1, Amendment to IFRS 1 Limited Exemption from Comparative IFRS 7 July 1, 2010 Disclosures for First-time Adopters (Continued) - 9 -

11 The New IFRSs Included in the IFRSs Version Not Yet Endorsed by the FSC Effective Date Announced by IASB (Note 1) Amendment to IFRS 1 Severe Hyperinflation and Removal of Fixed July 1, 2011 Dates for First-time Adopters Amendment to IFRS 1 Government Loans January 1, Amendment to IFRS 7 Disclosure - Offsetting Financial Assets and January 1, Financial Liabilities Amendment to IFRS 7 Disclosure - Transfer of Financial Assets July 1, 2011 IFRS 10 Consolidated Financial Statements January 1, IFRS 11 Joint Arrangements January 1, IFRS 12 Disclosure of Interests in Other Entities January 1, Amendments to IFRS 10, IFRS 11 and IFRS 12 Consolidated January 1, Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance Amendments to IFRS 10 and IFRS 12 and IAS 27 Investment January 1, 2014 Entities IFRS 13 Fair Value Measurement January 1, Amendment to IAS 1 Presentation of Other Comprehensive Income July 1, 2012 Amendment to IAS 12 Deferred Tax: Recovery of Underlying January 1, 2012 Assets IAS 19 (Revised 2011) Employee Benefits January 1, IAS 27 (Revised 2011) Separate Financial Statements January 1, IAS 28 (Revised 2011) Investments in Associates and Joint January 1, Ventures Amendment to IAS 32 Offsetting Financial Assets and Financial January 1, 2014 Liabilities IFRIC 20 Stripping Costs in Production Phase of a Surface Mine January 1, (Concluded) The New IFRSs Not Included in the IFRSs Version Effective Date Announced by IASB (Note 1) Annual Improvements to IFRSs Cycle July 1, 2014 (Note 2) Annual Improvements to IFRSs Cycle July 1, 2014 IFRS 9 Financial Instruments Note 3 Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of Note 3 IFRS 9 and Transition Disclosures IFRS 14 Regulatory Deferral Accounts January 1, 2016 Amendment to IAS 19 Defined Benefit Plans: Employee July 1, 2014 Contributions Amendment to IAS 36 Impairment of Assets: Recoverable Amount January 1, 2014 Disclosures for Non-financial Assets Amendment to IAS 39 Novation of Derivatives and Continuation of January 1, 2014 Hedge Accounting IFRIC 21 Levies January 1, 2014 Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after the respective effective dates. Note 2: The amendment to IFRS 2 applies to share-based payment transactions for which the grant date is on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations for which the acquisition date is on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1,

12 Note 3: IASB tentatively decided that an entity should apply IFRS 9 for annual periods beginning on or after January 1, b. Significant impending changes in accounting policy resulted from New IFRSs in issue but not yet effective Except for the following, the initial application of the above New IFRSs has not had any material impact on the Group s accounting policies: 1) IFRS 9 Financial Instruments With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be subsequently measured at amortized cost or fair value. Specifically, financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the end of reporting period. 2) IFRS 13 Fair Value Measurement IFRS 13 establishes a single source of guidance for fair value measurements. It defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The disclosure requirements in IFRS 13 are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only will be extended by IFRS 13 to cover all assets and liabilities within its scope. 3) Amendments to IAS 1 Presentation of Items of Other Comprehensive Income The amendments to IAS 1 require items of other comprehensive income to be grouped into those that (1) will not be reclassified subsequently to profit or loss; and (2) will be reclassified subsequently to profit or loss when specific conditions are met. Income taxes on related items of other comprehensive income are grouped on the same basis. Previously, there were no such requirements. 4) Amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets In issuing IFRS 13 Fair Value Measurement, the IASB made some consequential amendments to the disclosure requirements in IAS 36 Impairment of Assets, introducing a requirement to disclose in every reporting period the recoverable amount of an asset or each cash-generating unit. The amendment clarifies that the disclosure of such recoverable amount is required only when an impairment loss has been recognized or reversed during the period. Furthermore, the Group is required to disclose the discount rate used in measurements of the recoverable amount based on fair value less costs of disposal measured using a present value technique. 5) Annual Improvements to IFRSs: Cycle Several standards including IFRS 2 Share-Based Payment, IFRS 3 Business Combinations and IFRS 8 Operating Segments were amended in this annual improvement

13 The amended IFRS 2 changes the definitions of vesting condition and market condition and adds definitions for performance condition and service condition. The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group. IFRS 3 was amended to clarify that contingent consideration should be measured at fair value, irrespective of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or IAS 39. Changes in fair value should be recognized in profit or loss. The amended IFRS 8 requires an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have similar economic characteristics. The amendment also clarifies that a reconciliation of the total of the reportable segments assets to the entity s assets should only be provided if the segments assets are regularly provided to the chief operating decision-maker. IFRS 13 was amended to clarify that the issuance of IFRS 13 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of not discounting is immaterial. IAS 24 was amended to clarify that a management entity providing key management personnel services to the Group is a related party of the Group. Consequently, the Group is required to disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required. c. The impact of the application of New IFRSs in issue but not yet effective on the Group s consolidated financial statements As of the date the consolidated financial statements were authorized for issue, the Group is continuingly assessing the possible impact that the application of the above New IFRSs will have on the Group's financial position and operating result, and will disclose the relevant impact when the assessment is complete. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES On May 14, 2009, the FSC announced the Framework for the Adoption of IFRSs by the Companies in the ROC. In this framework, starting, companies with shares listed on the Taiwan Stock Exchange or traded on the Taiwan GreTai Securities Market or Emerging Stock Market should prepare their consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC and SIC (the IFRSs ) endorsed by the FSC. The Group s consolidated financial statements for the year ended is its first IFRS consolidated financial statements. The date of transition to IFRSs was January 1,

14 a. Statement of compliance The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed by the FSC. b. Basis of preparation The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The opening consolidated balance sheets as of the date of transition to IFRSs was prepared in accordance with IFRS 1 First-time Adoption of International Financial Reporting Standards. The applicable IFRSs have been applied retrospectively by the Group except for some aspects where IFRS 1 prohibits retrospective application or grants optional exemptions to this general principle. c. Classification of current and noncurrent assets and liabilities Current assets include: 1) Assets held primarily for the purpose of trading; 2) Assets expected to be realized within twelve months after the reporting period; and 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. Current liabilities include: 1) Liabilities held primarily for the purpose of trading; 2) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and 3) Liabilities for which the Group does not have an unconditional right to defer settlement 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 the issue of equity instruments do not affect its classification. Assets and liabilities that are not classified as current are classified as noncurrent. d. Basis of consolidation 1) Principles for preparing consolidated financial statements The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation

15 Attribution of total comprehensive income to noncontrolling interests Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the noncontrolling interests even if this results in the noncontrolling interests having a deficit balance. Changes in the Group s ownership interests in existing subsidiaries Changes in the Group s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group s interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation. 2) Subsidiaries included in the consolidated financial statements The consolidated entities as of, 2012 and January 1, 2012 were as follows: Investor Investee Main Business % of Ownership 2012 January 1, 2012 Remark The Corporation Dong Lien Maritime S.A. Panama Cargo shipping services and shipping agency Fortunate Maritime S.A. Panama Dancewoods Hotel & Resort Resort hotels service a) (formerly the Gueishan Island Marine Biology Development Co., Ltd.) Dong Lien Maritime Brave Pescadores S.A. Cargo shipping services S.A. Panama and shipping agency Blossom Pescadores S.A. (Panama) Jackson Steamship S.A Royal Pescadores S.A. (Panama) Grand Pescadores S.A. (Panama) Shining Pescadores S.A. (Panama) Grand Ocean Navigation (Panama) S.A. Excellent Pescadores S.A. (Panama) Bright Pescadores S.A. Panama Honor Pescadores S.A. Panama Sunny Pescadores S.A. (Panama) Grand Overseas S.A. Panama Leader Pescadores S.A. Panama Brilliant Pescadores S.A Superior Pescadores S.A. Panama Glaring Pescadores S.A. Panama Well Pescadores S.A. Panama Pharos Pescadores S.A. Panama Beacon Pescadores S.A. Panama Valor Pescadores S.A. Panama Poseidon Pescadores S.A. Panama Trump Pescadores S.A. Panama Huge Pescadores S.A. Panama Fair Pescadores S.A. Panama Vigor Pescadores S.A. Panama Patriot Pescadores S.A. Panama Gallant Pescadores S.A Wise Pescadores S.A. Panama Forever Pescadores S.A. Panama Fourseas Pescadores S.A. Panama Eternity Pescadores S.A. Panama Federal Pescadores S.A. Panama Unicorn Brilliant S.A. Panama Elegant Pescadores S.A. (Panama) Moon Bright Shipping Corporation Penghu Pescadores S.A. Panama Modest Pescadores S.A. Panama Genius Pescadores S.A. (Panama) Skyhigh Pescadores S.A. Panama (Continued)

16 Investor Investee Main Business % of Ownership 2012 January 1, 2012 Remark Dancewood Pescadores S.A. Panama Cargo shipping services and shipping agency Danceflora Pescadores S.A. Panama Stamina Pescadores S.A. Panama Spinnaker Pescadores S.A. Panama b) Endurance Pescadores S.A. Panama c) Summit Pescadores S.A. Panama d) Indigo Pescadores S.A. Panama d) Audrey Pescadores S.A. Panama d) Wonderful Pescadores S.A. Panama e) Justicia Pescadores S.A. Panama f) (Concluded) Remark: a) The Corporation acquired 100% of the stock of Dancewoods Hotel & Resort ( Dancewoods, formerly the Gueishan Island Marine Biology Development Co., Ltd.) in December Thus, it was included in the consolidated financial statements as of and for the years ended and In July, the Corporation proportionally subscribed for additional new shares issued by Dancewoods and in November, subscribed for Dancewoods s shares at a percentage different from its prior ownership percentage. Thus, the ownership percentage of the Corporation decreased. b) Spinnaker Pescadores S.A. Panama was incorporated in April 2012 by Dong Lien Maritime S.A. Panama. Thus, it was included in the consolidated financial statements as of and for the years ended and c) Endurance Pescadores S.A. Panama was incorporated in November 2012 by Dong Lien Maritime S.A. Panama. Thus, it was included in the consolidated financial statements as of and for the years ended and d) Summit Pescadores S.A. Panama, Indigo Pescadores S.A. Panama and Audrey Pescadores S.A. Panama were incorporated in March by Dong Lien Maritime S.A. Panama. Thus, these three companies were included in the consolidated financial statements as of and for the year ended. e) Wonderful Pescadores S.A. Panama was incorporated in April by Dong Lien Maritime S.A. Panama. Thus, it was included in the consolidated financial statements as of and for the year ended. f) Justicia Pescadores S.A. Panama was incorporated in November by Dong Lien Maritime S.A. Panama. Thus, it was included in the consolidated financial statements as of and for the year ended. e. Business combinations Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as incurred. Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred and the fair value of the acquirer s previously held interest in the acquiree, the excess are recognized immediately in profit or loss as a bargain purchase gain

17 f. Foreign currencies In preparing the financial statements of each individual group entity, transactions in currencies other than the entity s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group s foreign operations (including of the subsidiaries operations in other countries or currencies used different with the Corporation) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income (attributed to the owners of the Corporation and noncontrolling interests as appropriate). g. Inventories Inventory is vessel fuel, which is stated at the lower of cost or net realizable value. write-downs are made by item. Inventory h. Property and equipment Property and equipment are stated at cost, less subsequent accumulated depreciation and subsequent accumulated impairment loss. Properties in the course of construction for supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such properties are depreciated and classified to the appropriate categories of property and equipment when completed and ready for intended use. Freehold land is not depreciated. Depreciation is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. i. Impairment of assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual

18 asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. j. Noncurrent assets held for sale Noncurrent assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the noncurrent asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Noncurrent assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease. k. Financial instruments Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss. 1) Financial assets All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. a) Measurement category Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, held-to-maturity investments and receivables. i. Financial assets at fair value through profit or loss Financial assets are classified as at fair value through profit or loss when the financial asset is held for trading. Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend earned on the financial asset

19 Investments in equity instruments under financial assets at fair value through profit or loss that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are subsequently measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. ii. Held-to-maturity investments Held-to-maturity investments are nonderivative financial assets with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity other than those that the entity upon initial recognition designates as at fair value through profit or loss, or designates as available for sale, or meet the definition of loans and receivables. Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method less any impairment. iii. Receivables Receivables (including trade receivables, cash and cash equivalents, and other financial assets) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial. Cash equivalents include time deposits with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments. b) Impairment of financial assets Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For financial assets carried at amortized cost, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset s carrying amount and the present value of estimated future cash flows, discounted at the financial asset s original effective interest rate. For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized

20 For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables that are written off against the allowance account. c) Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. 2) Equity instruments Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs. No gain or loss is recognized in profit or loss on the issue of the Group s own equity instruments. 3) Financial liabilities a) Subsequent measurement A financial liability is classified as held for trading if it is a derivative. Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. All other financial liabilities are measured at amortized cost basis using the effective interest method. b) Derecognition of financial liabilities The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. 4) Convertible bonds The component parts of compound instruments (convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument

21 On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. Any embedded derivative liability is measured at fair value. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - others. Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component. 5) Derivative financial instruments The Group enters into a variety of derivative financial instruments, including foreign exchange forward contracts, currency option contracts and exotic currency option contracts. Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability. Derivatives embedded in nonderivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at fair value through profit or loss. l. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. 1) Rendering of services Service income is recognized when services are provided. The revenues from vessel leases are recognized over the contract periods. Cargo revenues are recognized when the cargos are transported to the port of discharge. 2) Dividend and interest income Dividend income from investments is recognized when the stockholder s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable

22 m. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred. n. Retirement benefit costs Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method. All actuarial gains and losses on the defined benefit obligation are recognized immediately in other comprehensive income. The retirement benefit obligation recognized in the consolidated balance sheets represents the present value of the defined benefit obligation as reduced by the fair value of plan assets. o. Employee share options Employee share options to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Group's estimate of employee share options that will eventually vest, with a corresponding increase in capital surplus - employee share options. The fair value determined at the grant date of the employee share options is recognized as an expense in full at the grate date when the share options granted vest immediately. p. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. 1) Current tax According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the stockholders approve to retain the earnings. Adjustments of prior years tax liabilities are added to or deducted from the current year s tax provision. 2) Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized