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EITC Annual Report 2017

Jul 20, 2017

52161_rns_2017-07-20_de9eae28-086b-4333-8bfa-b83d68c02339.pdf

Annual Report

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HEAD OFFICE

ADDRESS:899, Ching Kuo Road, Taoyuan, Taiwan PHONE:(886)3-325-2060

STOCK DEPARTMENT

ADDRESS:2F, 166, Sec. 2, Minsheng East Road, Taipei, Taiwan PHONE:(886)2-2500-1668

WEBSITE:stock.evergreen.com.tw

SPOKESPERSON

NAME:Wey, Maw-Jiunn TITLE:President PHONE:(886)3-325-2060 E-Mail:[email protected]

DEPUTY SPOKESPERSON

NAME:Chen, Cheng-Pang TITLE:Financial Officer PHONE:(886)3-325-2060 E-Mail:[email protected]

AUDITORS

Pricewaterhouse Coopers AUDITORS:Lai, Chung-Hsi,Chih, Ping-Chiun ADDRESS:27F, 333, Keelung Road, Sec. 1, Taipei, Taiwan PHONE:(886)2-2729-6666 WEBSITE:www.pwc.com/tw

CORPORATE WEBSITE

http:// www.evergreen-eitc.com.tw

CONTENTS

Ⅰ. Letter to Shareholders----------------------------------------------------------------------------- 1
1.1 Performance in 2016-------------------------------------------------------------------------------------- 1
1.2 Operation Strategy for 2017------------------------------------------------------------------------------ 2
1.3 Future Development Strategy---------------------------------------------------------------------------- 5
1.4 Effects of External Competitive Environment, Law and Macroenvironment--------------------- 5
Ⅱ. Company Profile-------------------------------------------------------------------------------------- 8
2.1 Date of Incorporation-------------------------------------------------------------------------------------- 8
2.2 Company History------------------------------------------------------------------------------------------ 8
Ⅲ. Corporate Governance Report----------------------------------------------------------------- 9
3.1 Organization------------------------------------------------------------------------------------------------ 9
3.2 Directors, Supervisors and Management Team-------------------------------------------------------- 10
3.3 Implementation of Corporate Governance------------------------------------------------------------- 15
Ⅳ. Capital Overview------------------------------------------------------------------------------------- 20
4.1 Capital and Shares----------------------------------------------------------------------------------------- 20
Ⅴ. Operatonal Highlights--------------------------------------------------------------------------- 26
5.1 Business Activities----------------------------------------------------------------------------------------- 26
5.2 Human Resources------------------------------------------------------------------------------------------ 28
VⅠ. Financial Information----------------------------------------------------------------------------- 29
6.1 Five-Year Financial Summary --------------------------------------------------------------------------- 29
6.2 Five-Years Financial Analysis---------------------------------------------------------------------------- 33
6.3 Supervisors’ Report --------------------------------------------------------------------------------------- 35
6.4 Consolidated Financial Statements for the Years Ended December 31,2016 and 2015, and
Independent Auditors’ Report --------------------------------------------------------------------------- 36

Ⅰ. Letter to Shareholders

1.1 Performance in 2016

1. Business Fulfilment in 2016

The company’s consolidated revenue of 2016 is NT$7.472 billion, 99.68% of target. The net income after tax is NT$809 million, a decrease of NT$34 million (4.06%) over the same period the previous year. Earnings per share is NT$0.76.

To sum up the year 2016, developed countries, including the US and Japan, did not perform as well as expected in the first quarter. Emerging markets and developing countries did not show outstanding performance either. Although the recovery of the Euro zone is stable, the impact of Brexit on EU countries and the global economy is still unfolding. Therefore, the overall economic situation in 2016 is strongly affected by continual uncertainty and high risk.

Looking back on the year 2016, the company faced double pressure from market decline and upstream industries’ demands for price reductions. Through strong leadership, the company took a positive attitude toward its operations, ascertained market changes, adjusted operational goals accordingly, and made efforts to expand its business and explore new opportunities. Moreover, to maintain high operational efficiency and satisfy clients’ demands for optimal service, the company continued its equipment rejuvenation efforts.

Thanks to falling international oil prices in 2016 and greater investment in technology, which helped improve performance and efficiency, we achieved our cost reduction target. An overview of the company’s business areas follows:

(1) Land Transportation Service

Continuing development of CY/CL haulage service and expansion of intercity and tour coach services, which cater to the domestic tourism market.

(2) Container Depot Service

Strengthening the canvassing of empty/laden container handling business, as well as repair and cleaning business, from shipping companies. Strategic alliances with freight forwarders and customs brokers. Development of inbound and bonded warehouse devanning services. Comprehensive examination and correction of outdated operational fees and warehouse rental rates and adjustment of the rates for new operational models in order to effectively enhance container depot performance.

(3) International Marine Service

Continual investment in the container leasing and ship leasing businesses in response to market demands and to improve the company’s profit.

1

  1. Business Targets and Performance Overview

The company’s forecasted consolidated revenue for 2016 is NT$7.496 billion; the actual revenue is NT$7.472 billion. The achievement rate is 99.68%. The forecasted EBT is NT$1.006 billion. Actual EBT is NT$1.013 billion. The achievement rate is 100.63%.

  1. Financial Revenue and Profit Analysis

  2. (1) Financial Revenue

The company’s consolidated revenue for 2016 is NT$7.472 billion, a year-on-year increase of 1.68%. Operational costs are NT$6.201 billion, a year-on-year increase of 1.58%. Other net expenses are NT$3 million, a year-on-year decrease of NT$81 million. EAT is NT$809 million, a year-on-year decrease of NT$34 million.

  • (2) Profit Analysis

2016’s return on assets is 2.77%; return on equity is 3.73%; net profit margin is 10.83%; and earnings per share is NT$0.76.

  1. Research and Development

  2. (1) Environmentally-Friendly Fleet

In the area of freight transport, the company continues the rejuvenation of its fleet by phasing out old tractors and purchasing new vehicles with Euro 5 rated engines to help improve air quality and save fuel. In terms of coach services, our buses are fitted with Euro 5 rated engines for environmental protection. We adjust highway bus service timetables and increase the number of shuttle buses to meet market demands and lower CO2 emissions.

  • (2) Rejuvenation of Equipment at Shichih and Taoyuan Inland Depots

Replacing five old rubber-tired gantry cranes (RTG) and three empty container handlers with new ones to improve operational safety.

  • (3) Re-planning of Storage Area at Taoyuan and Shichih Inland Depots

Reconstructing rubber-tired gantry crane (RTG) tracks, renovating floor structures, replanning container slots, and improving the computer management system to make more efficient use of the limited space of the depots.

1.2 Operation Strategy for 2017

1. Operation Direction

Due to the international situation, Taiwan’s export/import container business showed negative growth for 16 consecutive months in 2015-2016. Taiwan’s overall economic momentum showed no significant improvement from 2015. In addition to weak economic prospects, the continued reliance of shipping exports on the Mainland Chinese market is an important cause. Therefore, in the short term, improvement of the export/import shipping business will remain limited. In 2017, the US economy is expected to be stable, but the new

2

president’s policies will increase risks to our country’s trade strategies. The European economic situation is stable but there are new risks caused by the rise of populism following Brexit. The capital risks resulting from the slowdown of long-term Mainland Chinese economic growth and the US interest rate hike will continue.

According to many forecasts, the domestic and international economic performance in 2017 will remain the same level as in the second half of 2016. However, the company will take market opportunities offered by economic recovery. In addition to stabilizing its market share in the container freight station, logistics, and transportation businesses, the company will seek to build cross-industry alliances for the development of new business opportunities. At the same time, the company will strengthen and improve its cost structure and enhance its performance. Details of operational directions are as follows:

(1) Business Diversification and Steady Growth

The company’s business areas include container transportation, container freight station services, warehousing, container repair and cleaning, container leasing, ship leasing, container port stevedoring, national highway bus services, tour coach services, gas station services, vehicle maintenance and repair, and contracted vehicle inspections. The diversified business model ensures that, even in a bleak market climate, the company maintains stable profit. In terms of business expansion, the company’s freight transport business will adjust the transportation fee structure reasonably in line with operational cost increases caused by the government’s “one fixed day off, one flexible day off” personnel policy while actively pursuing new container yard business. In terms of passenger transportation services, the company will make adjustments to its current highway bus services in response to the launch of the Taoyuan Airport MRT, while continuing the promotion of tour coach and shuttle bus services. In terms of the container yard business, due to the rejuvenation of container yard equipment and the renovation of the Shichih container yard warehouse, we will strengthen our effort to canvass inbound and outbound empty and laden container and inbound bonded warehouse logistics business. Regarding the international marine business, the company will keep promoting its container leasing business, Kaohsiung Container Terminal 5 free trade port warehousing business, and Port of Taichung berthing business to shipping companies involved in cross-strait trade.

(2) Reduce Costs and Improve Business Performance

The company values operational streamlining and occupational safety measures. By gradually phasing out old machinery and introducing new equipment, we reduce the chance of abnormal occurrences and prevent occupational accidents. The integration of the computer systems of different departments improves internal document processing. Regular auditing and monitoring help to create a safe and comfortable work environment for employees, and assures safe and quality services for clients.

3

(3) Increase Awareness of Environment Protection and Social Responsibility

The company has large tractor and coach fleets that fully comply with the government’s environmental regulations. We purchase the latest Euro 5 rated environmentally-friendly vehicles, maintain carbon-reduction and energy-saving practices, improve air quality, actively improve wastewater treatment, and reuse and recycle wherever possible in an effort to reduce environmental impact and fulfil our corporate social responsibility.

2. Forecast of Business Performance

According to the forecasts of specialized institutions, Taiwan’s actual GDP growth rate for 2017 will rise to 1.78%. Moreover, international oil and raw materials prices are expected to level off, so a mood of optimism will continue. Regarding Mainland China, the GDP for 2017 is forecast to be 6.5%, a 0.3% rise over 2016, which means that Mainland China’s economic growth will remain in the target zone, and economic reforms will yield excellent results. The Euro zone will suffer the local political impact of Brexit. The European Central Bank (ECB) has announced changes to its monetary policy: its quantitative easing bond-buying program was cut in scale but extended until the end of December 2017.

The free trade zone and multi-country consolidation business promoted by various Taiwanese ports in recent years are expected to increase Taiwan’s export/import trade volume, which will lead to stable growth of land transportation and container yard business in terms of both quality and volume. If international oil prices remain low, we believe that we can make further improvement and innovation in our original business and continue raising service quality while lowering costs. We expect to improve profitability in the year 2017 to live up to stockholders’ expectations.

3. Key Marketing Policy

(1) Inland Transportation Business

In recent years, the company has consistently implemented the strategy of diversification in its container transportation business and continued investing in asset renewal and improvement, while canvassing haulage business from big retailers, and actively bidding for major import and export business plus special transportation projects from the government and non-governmental bodies. Moreover, the company allocates an annual budget for fleet rejuvenation in order to offer fast, timely, safe, and high-quality transportation services. In 2017, the passenger transportation business will adjust its national highway bus service schedule in response to the launch of the Taoyuan Airport MRT in an effort to increase revenue. At the same time, the company will continue expanding its tour coach and shuttle bus services to improve performance of its passenger transportation business.

(2) Container Depot Business

In compliance with the precise requirements for outbound containers by the International Maritime Organization’s International Convention for the Safety of Life at Sea (IMOSOLAS), we offer outbound clients reasonable weighing rates in accordance with Container

4

Weight Verification Requirement (VGM). Moreover, the renovation of the Shichih container yard warehouse will significantly increase revenues from inbound and bonded cargo inspection operations. The inauguration of the new rubber-tired gantry cranes in the Taoyuan and Shichih depots will effectively reduce maintenance costs and provide safe and efficient depot services, while increasing performance.

  • (3) International Marine Business

The company began investing in the container rental market in recent years with growing profit performance. The company will increase investment in 2017 if there is an increase in market demand. The Taichung Port container depot will improve equipment and machinery, actively expand its free trade zone and multi-country consolidation business, and seize opportunities to win more business from regional shipping companies.

  • (4) Gas Station Business

The company will actively develop its self-service filling station business while working on cross-industry alliances.

1.3 Future Development Strategy

In recent years, the momentum for global economic growth has been slowing. The imbalance between supply and demand has led to the weakening of ocean freight rates. As shipping companies lower rates, there is pressure on inland container transportation and container depot services. The gradual recovery of international oil prices adds to the increase in operational costs. Therefore, the company continually improves operational procedures and promotes risk monitoring and management measures in order to lower operational costs. At the same time, we are actively improving service quality to develop new business in an effort to pursue revenue stability and growth.

In terms of future development strategy, the company will continue improving its competitive advantage, strengthening training, raising employees’ professional capabilities and service quality, using new and safer machinery and equipment, expanding business with high-quality services, and using assets to the best effect.

Going forward, the company will seize the opportunity offered by the global economic recovery and expand business, strengthen corporate governance, operational management, and risk management capabilities, while carrying out corporate social responsibility, with the goal of achieving sustainable development.

1.4 Effects of External Competitive Environment, Laws and Macroenvironment

  1. External Competitive Environment

  2. (1) As container port operators actively try to increase “blue way” business through greater port usage, inland container depot and transportation businesses feel a tremendous impact.

  3. (2) The growth in ship size and the slowdown of the Mainland Chinese economy has led to excess capacity of carriers and a slide in ocean freight rates. Because of operational costs,

5

downstream container depot and transportation businesses face pressure to reduce rates.

  • (3) The inauguration of the Airport MRT line puts significant pressure on the company’s national highway bus services.

  • Laws

  • (1) As the trend of economic globalization continues, countries around the world try to strengthen their competitiveness by speeding up the processes of trade liberalization and internationalization. The slow pace with which Taiwan proceeds with its free trade agreements (FTAs) will have the effect of dampening Taiwanese companies’ ability to compete internationally in external trade.

  • (2) In compliance with the new requirements by the International Convention for the Safety of Life at Sea (SOLAS), shipping companies demand that shippers provide Container Weight Verification Requirement (VGM) to ensure the precise gross weight of containers, in order to facilitate slot arrangements and ensure vessel stability and personnel safety. The company complies with the requirement and offers shippers convenience by providing on-site weighing services.

  • (3) The enactment of the revised Labor Standards Act will increase personnel costs for businesses. Some occupations, such as coach and truck drivers, will have an increased demand for personnel.

  • (4) Following a fire involving a tour bus carrying Mainland Chinese visitors, the Ministry of Transportation and Communications’ Vehicle Safety Certification Center revised inspections of large passenger vehicles and tightened safety testing criteria for newly manufactured large passenger vehicles.

  • Macroenvironment

  • (1) Due to the slowdown in the growth of the European and US economies, the slump in demand from Mainland China and other emerging markets, and the significant increase in the number of new container vessels, the global shipping industry has faced operational difficulties over the last two years. According to a report by international shipping research institute Alphaliner, the slot supply and demand gap in 2017 went down from 3.2% to 1.8%. The narrowing of the gap provides important support for shipping rates. Although the global shipping industry has not completely solved the problem of oversupply, the industry raised operational efficiency through strategic alliances between companies. Moreover, with the decrease in supply and demand gap, there is a bright outlook for the shipping market.

  • (2) Britain is the second-largest economy of the EU. Brexit has the direct consequence of reducing political and economic strength and increasing uncertainty for bilateral free movement of trade and personnel. Brexit could cause a decline in the economic growth of the EU and negatively affect Taiwan’s economic relations with the EU.

  • (3) The new US President Donald Trump announced the US’ withdrawal from the Trans-Pacific Partnership (TPP) immediately after his inauguration. The move boosted US trade

6

protectionism and might lead to a global spread of trade protectionism and thus hinder global trade and economic growth.

This year, all major research institutes have forecasted better economic growth rates globally and for Taiwan. Although the new US government’s trade and economic policies, anti-establishment trend in European politics, and debt crisis in emerging markets all exert a negative influence on global economic performance, the company keeps its finger on the pulse of the market to adjust its strategies to meet new trends. We pursue steady growth while carrying out our social and environmental responsibilities, in order to realize our ideal of sustainable development.

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Ⅱ. Company Profile

2.1 Date of Incorporation

Registration Date of the Company:October 5, 1973

2.2 Company History

  1. Evergreen International Storage and Transport Corporation

Incorporated in 1973, Evergreen International Storage and Transport Corporation (the“Company”) was initially operated under the name of “Everglory Transport Corporation”. In July 1986, the Company was renamed as “Evergreen Transport Corportaion”. Shares of the Company have been traded on the Taiwan Stock Exchange since 1990. In September 2001, the Company was renamed again and is currently known as the “Evergreen International Storage and Transport Corporation”.

The Company merged with Evergreen Container Terminal Corporation (EGCT) and Uniglory Marine Corporation (UGMC) on March 31, 2002 and November 1, 2002, respectively, with the Company being the surviving entity. The mergers were conducted through exchange of 0.8 common share of EGCT and 1.15 common shares of UGMC for 1 common share of the Company. On March 3, 2003, the Company’s Board of Directors resolved to merge with Evervoyage Transportation Corporation (Evervoyage), a wholly-owned subsidiary of the Company, with Evervoyage being the dissolved company. The merger was conducted in accordance with Article 19 of the Business Mergers and Acquisitions Law and became effective on May 1, 2003.

The company is primarilly engaged in container trucking, operation of container distribution centers, ship chartering, operation of gasoline station and passenger transportation.

  1. Gaining Enterprise S.A.

Incorporated in Panama on December 16, 1993 and is primarily engaged in ship trading, transportation and chartering, operation and investments of container yards, leases and investment of overseas container terminals and marine transportation related business.

  1. Shun An Enterprise Corporation

Incorporated on November 10, 2008, and is primarily engaged in management consulting and employment agency.

8

Ⅲ. Corporate Governance Report

3.1 Organization

3.1.1 Organizational Chart

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----- Start of picture text -----

HUMAN RESOURCES DEPT.
G ENERAL AFFAIRS DEPT.
OCCUPATIONAL SAFETY &
HEALTH DEPT.
FINANCE DEPT.
STOCKS DEPT.
COMPUTER DEPT.
PROJECT DEPT.
BUSINESS DEPT.
TRUCKING DEPT.
BUS DEPT.
MAINTENANCE DEPT.
GAS DEPT.
TAOYUAN CONTAINER
TERMINAL
SHICHIH CONTAINER
TERMINAL
TCG PORT CONTAINER
TERMINAL
TAICHUNG OFFICE
KAOHSIUNG OFFICE
----- End of picture text -----

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----- Start of picture text -----

STOCKHOLDERS
MEETING
SUPERVISORS
BOARD OF
DIRECTORS
REMUNERATION
COMMITTEE
CHAIRMAN
AUDITING DEPT.
PRESIDENT
----- End of picture text -----

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3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

As of April 30,2017 As of April 30,2017 As of April 30,2017 As of April 30,2017
Til N Gd
Shareholding Current Spouse & Minor Shareholding by

Nominee
Nationality
/C f
Date
Fi
when Elected Shareholding
Shareholding
Date Term Arrangement
te ountry o
Origin
ame ener Elected (Years) rst
Elected
Shares % Shares % Shares % Shares %
Chairman R.O.C. Evergreen Marine Corp. (Taiwan) Ltd.
-
2014.06.12 3 Years 1984.12.07 424,061,830 39.74 424,061,830 39.74
-
0
0
R.O.C. Representative:Hung, Ping-Kun Male 2016.03.25 1.2 Years 2016.03.25 0
0

0

0

0

0

0

0
Director R.O.C. Chang Yung-Fa Charity Foundation - 2014.06.12 3 Years 2011.06.15 100,000 0.01
100,000
0.01
-
0
0
R.O.C. Representative:Ko, Lee-Ching Female 2014.06.12 3 Years 1990.06.15 0
0

17,740

0

0

0

0

0
R.O.C. Representative:Wey, Maw-Jiunn Male 2016.03.16 1.2 Years 2011.06.15 0
0

0

0

0

0

0

0
Director R.O.C. Evergreen Marine Corp. (Taiwan) Ltd.
-
2014.06.12 3 Years 1984.12.07 424,061,830 39.74 424,061,830 39.74
-
0
0
R.O.C. Representative:Chang, Kuo-Hua Male 2016.03.25 1.2 Years 1980.10.07 0
0
19,390,231 1.82 11,012,833 1.03
0

0
R.O.C. Representative:Tai, Jiin-Chyuan Male 2014.06.12 3 Years 2014.06.12 0
0

160,374
0.02
0

0

0

0
Independent
Director
R.O.C. Yu, Fang-Lai Male 2014.06.12 3 Years 2014.06.12 0
0

0

0

0

0

0

0
R.O.C. Chang, Ching-Ho Male 2014.06.12 3 Years 2014.06.12 0
0

0

0

0

0

0

0
R.O.C. Szu, Wen-Chang Male 2014.06.12 3 Years 2014.06.12 0
0

0

0

0

0

0

0

10

As of April 30,2017 As of April 30,2017 As of April 30,2017 As of April 30,2017
Shareholding
Shareholding Current Spouse & Minor
by
Nationality Date When Elected Shareholding
Shareholding

Nominee
Title
/Country of
Name Gender Date
Term
First Arrangement

Origin
Elected (Years)
Elected
Shares % Shares % Shares % Shares %
Supervisor R.O.C. Evergreen International Corp. - 2014.06.12 3 Years 1993.02.13 90,220,968 8.45 90,220,968 8.45
-
0
0
R.O.C. Representative:Wu, Kuang-Hui Male 2014.06.12 3 Years 2010.12.01 0
0

128

0

0

0

0

0
R.O.C. Representative:Yeh, Jia-Chyuan Male 2016.03.16 1.2 Years 2016.03.16 0
0

0

0

0

0

0

0

11

3.2.2 Remuneration for Directors , Supervisors, President, and Vice President

Remuneration for Directors

December 31, 2016 Unit: NT$ thousands

Titl Name Remu neration Ratio of Total Ratio of Total Relevant Remuner Relevant Remuner ation Rec eived by Direct ors Who are Also Employees ors Who are Also Employees ors Who are Also Employees ors Who are Also Employees Ratio of Total Ratio of Total
Rem neration to Remuneration Compensation(A+
Base Compensation

Sev
erance Pay

D

irectors
Allowances(D) (A+ B+C+D) to Net Salary, Bonuses,and
Sever ance Pay(F) Profit Sharing-Employee
B+C+D+E+F+G) to Compensation
id
(A)
All
(B) (C) Income(%) Allowances(E) Compensation(G)
companies in
Net Income(%) pa to
Directors from
an Invested
e EITC
companies
in the
lidd
EITC companies
in the
consolidated

EITC
companies
in the
consolidated

EITC
companies
in the
consolidated
EITC companies in
the
consolidated
EITC companies
in the
consolidated

EITC
companies in
the
consolidated
EI TC t
conso
fina
he
lidated
ncial
EITC companies
in the
consolidated
Company
Other than the
Company’s
Subsidiary
consoate
financial
financial financial financial financial financial financial state ments financial

statements
statements statements statements statements statements statements Cash Stock Cash Stock statements
Chairman Evergreen Marine Corp.
(Taiwan) Ltd.
Representative:
Hung,Ping-Kun(1)
6,032 6,032 15 15 4,600 4,600 246 246 1.3433 1.3433 2,889 2,889 344 344 3 0 3 0 1.7424 1.7424 36
Chairman Evergreen Marine Corp.
(Taiwan) Ltd.
Representative:
Chen,Ching-Piao
Director Chang Yung-Fa Charity
Foundation
Representative:
Ko,Lee-Ching
Director Chang Yung-Fa Charity
Foundation
Representative:
Wey,Maw-Jiunn(3)
Director Chang Yung-Fa Charity
Foundation
Representative:
Chang,Kuo-Wei
Director Chang Yung-Fa Charity
Foundation
Representative:
Hsieh,Chih-Chien(4)
Director Evergreen Marine Corp.
(Taiwan) Ltd.
Representative:
Chang,Kuo-Hua(2)
Director Evergreen Marine Corp.
(Taiwan) Ltd.
Representative:
Loh,Yao-Fon
Director Evergreen Marine Corp.
(Taiwan) Ltd.
Representative:
Tai,Jiin-Chyuan
Independent
Director
Yu, Fang-Lai
Independent
Director
Chang, Ching-Ho
Independent
Director
Szu, Wen-Chang

12

Note(1):Mr. Hung, Ping-Kun was appointed by Evergreen Marine Corp. (Taiwan) Ltd.on March 25, 2016. Note(2):Mr. Chang, Kuo-Hua was appointed by Evergreen Marine Corp. (Taiwan) Ltd.on March 25, 2016. Note(3):Mr. Wey, Maw-Jiunn was appointed by Chang Yung-Fa Charity Foundation on March 16, 2016. Note(4):Mr. Hsieh, Chih-Chien was terminated assignment by Chang Yung-Fa Charity Foundation on June 23, 2016.

Remuneration for Supervisors

December 31, 2016
Unit: NT$thousands
Ratio of Total
Remuneration(A+B+C)
to Net Income(%)
Compensation paid to
Supervisors from an Invested
Company Other than the
Company’s Subsidiary

EITC
Companies in
the consolidated
financial
statements
0.1815
0.1815
-
December 31, 2016
Unit: NT$thousands
Ratio of Total
Remuneration(A+B+C)
to Net Income(%)
Compensation paid to
Supervisors from an Invested
Company Other than the
Company’s Subsidiary

EITC
Companies in
the consolidated
financial
statements
0.1815
0.1815
-
December 31, 2016
Unit: NT$thousands
Ratio of Total
Remuneration(A+B+C)
to Net Income(%)
Compensation paid to
Supervisors from an Invested
Company Other than the
Company’s Subsidiary

EITC
Companies in
the consolidated
financial
statements
0.1815
0.1815
-
Remuneration Ratio of Total
Base Compensation Remuneration to Remuneration(A+B+C) Compensation paid to

(A)
Supervisors (B) Allowances(C) to Net Income(%) Supervisors from an Invested
Title Name
Companies in
Companies in
Companies in
Companies in
Company Other than the
EITC the consolidated
EITC
the consolidated
EITC
the consolidated
EITC
the consolidated Company’s Subsidiary
financial financial financial financial
statements statements statements statements
Supervisor Evergreen International Corp.
Representative:
Wu, Kuang-Hui
0 0 1,400 1,400 72 72 0.1815
0.1815
-
Supervisor Evergreen International Corp.
Representative:
Yeh, Jia-Chyuan (1)
Supervisor Evergreen International Corp.
Representative:
Lin, Long-Hwa

Note(1):Mr. Yeh, Jia-Chyuan was appointed by Evergreen International Corp.on March 16, 2016.

13

Remuneration of the President and Vice President

December 31, 2016 Unit: NT$ thousands

Ratio of total
Bonuses and Profit Sharing-Employee
Salary(A) Severance Pay(B) compensation(A+B+C
Allowances (C) Compensation(D) Compensation paid
+D)to net income(%)

to the President and
Companies in Vice President from
Title Name the consolidated Companies in an Invested
Companies in
Companies in
Companies in
EITC
financial
the
Company Other
EITC the consolidated
EITC
the consolidated
EITC
the consolidated statements EITC
consolidated

than the Company’s
financial financial financial financial Subsidiary
statements statements statements
Cash Stock Cash Stock statements
President Wey, Maw-Jiunn 10,042 10,042 1,195 1,195 706 706 47 0 47 0 1.4786 1.4786 24
Executive Vice
President
Hwang, Jim-I
Executive Vice
President
Chen, Cheng-Pang
Executive Vice
President
Hsu, Ta-Chung

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3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

  1. Mr. Chen, Ching-Piao and Mr. Loh,Yao-Fon (Representative of Evergreen Marine Corp. (Taiwan) Ltd.) was discharged on Mar 25,2016, Mr. Chang, Kuo-Wei (Representative of Chang Yung-Fa Charity Foundation ) was discharged on Mar 16,2016 and Mr. Hsieh,Chih-Chien (Representative of Chang Yung-Fa Charity Foundation ) was discharged on Jun 23,2016.

  2. Mr. Hung, Ping-Kun and Mr. Chang, Kuo-Hua was appointed by Evergreen Marine Corp. (Taiwan) Ltd. on Mar 25,2016, and Mr. Wey, Maw-Jiunn was appointed by Chang Yung-Fa Charity Foundation on Mar 16,2016.

  3. The Board Meetings were convened six (6) times(A) in 2016. The directors’ and supervisors’ attendance status are as follows:

Title Name Attendance
in Person(B)
By Proxy Attendance
Rate (%)
【B/A】
Remarks
Chairman Evergreen Marine Corp. (Taiwan) Ltd.
Representative:Hung, Ping-Kun
6 0 100% Appointed
Should Attendance:6
Chairman Evergreen Marine Corp. (Taiwan) Ltd.
Representative:Chen, Ching-Piao
0 0 0% Discharged
Should Attendance:0
Director Chang Yung-Fa Charity Foundation
Representative:Ko, Lee-Ching
5 1 83.33%
Director Chang Yung-Fa Charity Foundation
Representative:Wey, Maw-Jiunn
6 0 100% Appointed
Should Attendance:6
Director Chang Yung-Fa Charity Foundation
Representative:Chang, Kuo-Wei
0 0 0% Discharged
Should Attendance:0
Director Evergreen Marine Corp. (Taiwan) Ltd.
Representative:Chang, Kuo-Hua
4 2 66.77% Appointed
Should Attendance:6
Director Evergreen Marine Corp. (Taiwan) Ltd.
Representative:Loh, Yao-Fon
0 0 0% Discharged
Should Attendance:0
Director Evergreen Marine Corp. (Taiwan) Ltd.
Representative:Tai, Jiin-Chyuan
5 1 83.33%

15

Title Name Attendance
in Person(B)
By Proxy Attendance
Rate (%)
【B/A】
Remarks
Director Chang Yung-Fa Charity Foundation
Representative:Hsieh, Chih-Chien
2 0 100% Discharged
Should Attendance:2
Independent
Director
Yu, Fang-Lai 5 1 83.33%
Independent
Director
Chang, Ching-Ho 6 0 100%
Independent
Director
Szu, Wen-Chang 6 0 100%
Supervisor Evergreen International Corp.
Representative:Wu, Kuang-Hui
6 0 100%
Supervisor Evergreen International Corp.
Representative:Yeh, Jia-Chyuan
6 0 100% Appointed
Should Attendance:6
Supervisor Evergreen International Corp.
Representative:Lin, Long-Hwa
0 0 0% Discharged
Should Attendance:0

3.3.2 Attendance of Supervisors at Board Meetings

  1. Mr. Lin, Long-Hwa (Representative Evergreen International Corp.) was discharged on Mar 16,2016 and Mr. Yeh, Jia-Chyuan was appointed by Evergreen International Corp. on Mar 16,2016.

  2. The Board Meetings were convened six (6) times(A) in 2016. The supervisors’ attendance status are as follows:

16

Title Name Attendance
in Person(B)
Attendance Rate (%)
【B/A】
Remarks
Supervisor Evergreen International Corp.
Representative:Wu, Kuang-Hui
6 100%
Supervisor Evergreen International Corp.
Representative:Yeh, Jia-Chyuan
6 100% Appointed
Should Attendance:6
Supervisor Evergreen International Corp.
Representative:Lin, Long-Hwa
0 0% Discharged
Should Attendance:0

The Supervisors understand the finance and business status of the Company by communicating with the internal auditors and the independent accountants. The internal auditors have submitted the audit reports to the supervisors periodically, and the Company’s independent accountants have presented the financial report and audit status to the supervisors periodically.

3.3.3 Attendance of Members at Remuneration Committee Meetings

  • (1) The Remuneration Committee was established in 2011 and consists of three (3) members.

  • (2) The duties of the Remuneration Committee are as follows:

  • A. Establish and periodically review the performance evaluation and remuneration policy, system, standards, and structure for directors, supervisors, and managerial officers.

  • B. Periodically evaluate and establish the remuneration of directors, supervisors, and managerial officers.

  • (3) The Meeting of the Remuneration Committee was convened three (3) times(A) in 2016. The members’ attendance status are as follows:

Title Attendance
Rate (%)
【B/A】
Remarks
Name Attendance
i
By Proxy
n Person(B)
Convener Szu, Wen-Chang 3 0 100%
Member Yu, Fang-Lai 3 0 100%
Member Chang, Ching-Ho 3 0 100%

17

3.3.4 Internal Control System Exercution Status

Evergreen International Storage & Transport Corporation

Internal Control Statement

Date: Mar. 28, 2017

The Company states the following with regard to its internal control system during the period from 01 Jan. 2016 to 31 Dec. 2016, based on the findings of a self-assessment:

  1. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability, timeliness, transparency of reporting, and compliance with applicable laws and regulations.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is identified.

  3. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies promulgated by the Securities and Futures Commission, Ministry of Finance (hereinbelow, the “Regulations”). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. control environment 2. risk assessment 3. control activities 4. information and communications 5. monitoring. Each element further contains several items. Please refer to the Regulations for details.

  4. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  5. Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that during the stated time period its internal control system (including its supervision of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, reliability, timeliness, transparency of reporting, and compliance with applicable laws and regulations, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

18

  1. This Statement will become a major part of the content of the Company’s Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  2. This statement has been passed by the Board of Directors Meeting of the Company held on 28 Mar. 2017, where zero of the eight attending directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

Evergreen International Storage & Transport Corporation

Chairman: Hung, Ping-Kun

President: Wey, Maw-Jiunn

19

Ⅳ.Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

As of April 30, 2017

Authorized Capital Paid-in Capital
Par Value
Month/Year
(NT$)
Shares Amount Shares Amount
03/2002 10 530,000,000 5,300,000,000 521,892,613 5,218,926,130
11/2002 10 1,100,000,000 11,000,000,000 1,067,141,094 10,671,410,940
2003~04/2017 - 1,100,000,000 11,000,000,000 1,067,141,094 10,671,410,940

4.1.2 Status of Shareholders

As of April 30,2017 As of April 30,2017
Foreign
Other Domestic
Government Financial Institutions &
Item Juridical Natural Total
Agencies Institutions Natural
Persons Persons
Persons
Number of
Shareholders
3 4 65 46,631 123 46,826
Shareholding
(shares)
830,225 13,289,154 535,247,773 465,356,828 52,417,114 1,067,141,094
Percentage 0.08 1.25 50.15 43.61 4.91 100.00

20

4.1.3 Shareholding Distribution Status

As of April 30, 2017
Class of Shareholding
Number of Shareholders Shareholding(Shares) Percentage
(Unit: Share)
1-999 15,555 4,232,109 0.40
1,000-5,000 21,201 49,978,936 4.68
5,001-10,000 4,909 40,255,877 3.77
10,001-15,000 1,301 16,614,334 1.56
15,001-20,000 1,208 22,778,805 2.13
20,001-30,000 845 22,032,861 2.06
30,001-50,000 717 29,482,966 2.76
50,001-100,000 590 43,110,686 4.04
100,001-200,000 261 37,660,626 3.53
200,001-400,000 130 36,398,775 3.41
400,001-600,000 38 18,205,986 1.71
600,001-800,000 21 15,001,571 1.41
800,001-1,000,000 8 7,147,316 0.67
1,000,001 or over 42 720,240,246 67.87
Total 46,826 1,067,141,094 100.00

21

4.1.4 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$

Year Year 2017

2015
2016
Item (As of April 30,2017)
Market Price
per Share
Highest 20.00 14.20 16.05

Lowest
11.50 12.30 12.80
Average 16.24 13.15 14.75
Net Worth
per Share
Before Distribution 20.03 20.32 -
After Distribution 19.68 - -
Earnings
per Share
Weighted Average Shares
(thousand shares)
1,067,141 1,067,141 1,067,141
Earnings per Share 0.79 0.76 -
Dividends
per Share
Cash Dividends 0.35 0.35 -
Stock
Dividends
Dividends from
Retained Earnings
- - -
Dividends from
Capital Surplus
- - -
Accumulated Undistributed
Dividends
- - -
Return on
Investment
Price/Earnings Ratio
(Note 1)
19.71 17.17 -
Price/Dividend Ratio
(Note 2)
44.49 37.29 -
Cash Dividend Yield Rate
(Note 3)
2.25% 2.68% -

Notes 1:Price/Earnings Ratio = Average Market Price/Earnings per Share Notes 2:Price/Dividend Ratio = Average Market Price /Cash Dividend per Share Notes 3:Cash Dividend Yield Rate = Cash Dividend per Share/ Average Market Price

22

4.1.5 Dividend Policy and Implementation Status

  1. Dividend Policy:

Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied first towards making up any losses incurred by the Company in previous years, secondly 10% of the balance thereof shall be retained as the legal reserve, and set aside the special reserve in compliance with regulations, together with the accumulated unallocated profit of the previous period, shall be allocated pursuant to the proposal made by the Board of Directors and adopted by the Shareholders at their meeting.

Stockholders’ dividends shall be distributed in cash dividends and stock dividends, with the cash dividend at least 10% of the total amount of distribution.

  1. Dividend Distribution in Current Year:

The board adopted a proposal for 2016 dividend distribution at its meeting on March 28, 2017 that cash dividends will be distributed to shareholders for NT$0.35/per share, total amount of distribution is about NT$373.50 million.

  1. The Description of Expected Dividend Policy will be Changed Significantly:Nil

23

’ ’ 4.1.6 Employee Compensation、Directors and Supervisors Remuneration

  1. Range or percentage of employee compensation、 directors’ and supervisors’ remuneration :

According to the Articles of Incorporation of the Company,a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees' compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration.

The employees’ compensation and directors’ and supervisors’ remuneration were estimated on the basis of the Company’s Articles of Incorporation and consideration of legal reserve with distributable profit of current year for the year ended December 31, 2016. The employees’compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were $15,000 and $6,000, and the employees’ compensation will be distributed in the form of cash.

Employees’ compensation and directors’ and supervisors’ remuneration of 2015 as resolved by the meeting of Board of Directors’ were in agreement with those amounts recognized in the 2015 financial statements.

  1. The estimated employee compensation 、directors’ and supervisors’ remuneration for 2016:

Unit: NT$ thousands

Item Estimated in 2016 Resolution of The
Board of Directors’ meeting
(As of March 28,2017)
Employee
Compensation(Cash)
15,000 15,000
Remuneration of The Directors
and Supervisors(Cash)
6,000 6,000

24

  1. The actual employee compensation and directors’ and supervisors’ remuneration for 2015:

Unit: NT$ thousands

Item The amount
of actual
distribution
The amount
of
recognition
Difference Difference
Causes and
Process
Employee Compensation(Cash) 15,000 15,000 - Nil
Remuneration of The Directors
and Supervisors(Cash)
6,000 6,000 - Nil

4.1.7 Status of Stock Repurchased by EITC : N/A

25

Ⅴ. Operational Highlights

5.1 Business Activities

  1. The company is engaged in the following activities:

  2. (1) Evergreen International Storage and Transport Corporation

    • (a) Gasoline Stations

    • (b) Highway Bus Transportation

    • (c) Urban Automobile Transportation

    • (d) Passenger Car Rental and Leasing

    • (e) Sightseeing Bus Transportation

    • (f) Automobile Container Transport

    • (g) Ship Transportation

    • (h) Shipping Agency Services

    • (i) Container Distributing Center Business

    • (j) Harbor Cargoes Forwarding Services

    • (k) All business items that are not prohibited or restricted by law, except those that are subject to special approval

  3. (2) Gaining Enterprise S.A.

    • (a) Ship Trading, Transportation and Chartering

    • (b) Operation and Investments of Container Yards

    • (c) Leases and Investment of Overseas Container Terminals

    • (d) Marine Transportation Related Business

  4. (3) Shun An Enterprise Corporation

    • (a) Management Consulting

    • (b) Employment Agency

26

2. The proportion of EITC’s consolidated revenue situation:

Unit: NT$ thousands

The Proportion of
The Main Commodities 2016
Revenues(%)
Ship Chartering 1,908,199 25.54
Inland Transportation 1,443,139 19.31
Rental Containers 1,359,498 18.19
Container Yard Service 1,281,355 17.15
Gas Station Sale 477,799 6.39
Passenger Transportation 405,256 5.42
Others 596,851 8.00
Total 7,472,097 100.00

3. Plans to Develop New products (Services):

The Group operates in many different sectors, including ship chartering, container leasing, passenger transportation, inland transportation, wharf, container depot, warehouse, petrol station and vehicle inspection business. The Group will keep monitoring global economic growth, market trends and adjust business strategy and policy accordingly. The Group will keep taking into account corporate social responsibility, reduce the impact of the operation of the environment and actively into the social welfare. The Group has been committing to develop new businesses and revitalise land assets. The Group has been planning its Dayuan land asset, to develop a logistics industrial park for D.C. business, which will expand the group’s business scope and further increase the group’s revenue.

27

5.2 Human Resources

2017
Year 2016 2015
(As of April 30, 2017)
Number of
Employees
Staff 290 278 288
Labor 758 757 767
Seafarer 309 318 307
Total 1,357 1,353 1,362
Average Age 43.00 42.90 43.10
Average Years of Service 15.80 14.10 15.80
Education Ph.D. 0% 0% 0%
Masters 1.55% 1.26% 1.40%
Bachelor’s Degree 47.68% 46.26% 48.67%
Senior High School 40.53% 40.95% 39.87%
Below Senior High School 10.24% 11.53% 10.06%

28

Ⅵ. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

- 1.Consolidated Condensed Balance Sheet Based on IFRS

Unit: NT$ thousands

Year Year
Financial Summary for The Last Five Years
2017

Item
2012 2013 2014 2015 2016 (As of Mar. 31, 2017)
Current assets 5,286,017 5,569,837 5,204,483 4,831,723 4,883,682 4,711,515
Property, plant and equipment 15,229,803 15,197,647 23,465,908 25,936,258 25,425,140 24,679,388
Intangible assets 1,878 1,966 3,258 4,045 3,291 2,873
Other assets 2,856,598 3,268,280 3,428,868 3,310,075 3,488,629 3,318,374
Total assets 23,374,296 24,037,730 32,102,517 34,082,101 33,800,742 32,712,150
Current
liabilities
Before
distribution
640,693 565,367 1,176,034 1,911,824 2,380,308 2,329,333
After
distribution
963,671 890,176 1,555,425 2,286,028 - -
Non-current liabilities 3,330,667 3,675,882 9,750,657 10,654,488 9,592,754 8,895,097
Total
liabilities
Before
distribution
3,971,360 4,241,249 10,926,691 12,566,312 11,973,062 11,224,430
After
distribution
4,294,338 4,566,058 11,306,082 12,940,516 - -
Equity attributable to owners
of theparent
19,259,532 19,625,769 21,000,419 21,372,025 21,686,191 21,346,264
Capital stock 10,671,411 10,671,411 10,671,411 10,671,411 10,671,411 10,671,411
Capital surplus 4,262,917 4,262,917 4,263,504 4,264,163 4,264,590 4,264,713
Retained
earnings
Before
distribution
4,323,356 4,304,802 4,720,339 5,161,954 5,655,600 5,831,629
After
distribution
4,003,214 3,984,660 4,346,840 4,788,455 - -
Other equity interest 1,848 386,639 1,345,165 1,274,497 1,094,590 578,511
Non-controlling interest 143,404 170,712 175,407 143,764 141,489 141,456
Tl i Before
distribution
19,402,936 19,796,481 21,175,826 21,515,789 21,827,680 21,487,720
ota equty After
distribution
19,079,958 19,471,672 20,796,435 21,141,585 - -

29

- 2.Consolidated Condensed Balance Sheet Based on ROC GAAP

Unit: NT$ thousands

Year Year Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years
Item
2012 2013 2014 2015 2016
Current assets 5,287,320 N/A
Funds and investments 1,772,086
Property, plant and equipment 15,982,686
Intangible assets 329,069
Other assets 136,561
Total assets 23,507,722
Current
liabilities
Before
distribution
616,446
After
distribution
936,588
Long-term liabilities 87
Other liabilities 2,909,334
Total
liabilities
Before
distribution
3,525,867
After
distribution
3,846,009
Capital stock 10,671,411
Capital surplus 4,263,052
Retained
earnings
Before
distribution
5,692,576
After
distribution
5,372,434
Unrealized gain or loss on
financial instruments
345,179
Cumulative translation
adjustments
(796,766)
Net loss not recognized as
pension cost
(333,739)
Minority interest 140,142
Total
khld’
Before
distribution
19,981,855
stocoers
equity
After
distribution
19,661,713

30

6.1.2 Condensed Statement of Comprehensive Income/Condensed Statement of

Income

- 1.Consolidated Condensed Statement of Comprehensive Income Based on IFRS

Unit: NT$ thousands

Year
Financial Summary for The Last Five Years
2017
Item 2012 2013 2014 2015 2016 (As of Mar. 31, 2017)
Operating revenue 6,104,487 6,113,325 6,730,457 7,348,665 7,472,097 1,870,442
Gross profit 805,641 789,031 966,901 1,243,691 1,270,952 297,539
Operating profit 533,227 517,407 686,563 961,434 1,016,017 240,872
Non-operating income and
expenses

119,841
158,274 191,946 78,252 (3,378) (28,586)
Profit before income tax 653,068 675,681 878,509 1,039,686 1,012,639 212,286
Profit for the year from
continuingoperations
593,666 581,298 674,798 843,287 809,015 176,280
Profit for the period 593,666 581,298 674,798 843,287 809,015 176,280
Other comprehensive
income
(562,093) 105,809 1,025,968 (99,320) (123,347) (516,363)
Total comprehensive
income for theyear
31,573 687,107 1,700,766 743,967 685,668 (340,083)
Profit, attributable to
owners of theparent
590,802 580,653 668,344 843,743 810,884 176,029
Profit, attributable to
non-controllinginterest
2,864 645 6,454 (456) (1,869) 251
Comprehensive income
attributable to
owners of the parent
28,773 686,517 1,694,205 744,446 687,238 (340,050)
Comprehensive income
attributable to
non-controlling interest
2,800 590 6,561 (479) (1,570) (33)
Earnings per share
(in dollars)
0.55 0.54 0.63 0.79 0.76 0.16

31

- 2.Consolidated Condensed Statement of Income Based on ROC GAAP

Unit: NT$ thousands

Year Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years
Item
2012 2013 2014 2015 2016
Operating revenue 6,104,487 N/A
Gross profit 759,142
Operating profit 483,661
Non-operating income and
gains
118,776
Non-operating expenses and
losses
1,384
Income from continuing
operations before income tax
601,053
From continuing operation
net income
514,076
Net income 514,076
Earnings per share
(in dollars)
0.48

32

6.2 Five-Year Financial Analysis

- 1.Consolidated Financial Analysis Based on IFRS

Year 2017
Financial Analysis for The Last Five Years
Item (As of Mar.
2012 2013 2014 2015 2016
31,2017)
Financial
structure
(%)
Debt Ratio 16.99 17.64 34.04 36.87 35.42 34.31
Ratio of long-term capital to
property, plant and equipment
149.27 154.45 131.79 124.04 123.58 123.11
Solvency
(%)
Current ratio 825.05 985.17 442.55 252.73 205.17 202.27
Quick ratio 812.23 970.54 435.52 247.95 202.21 199.20
Interest earned ratio(times) 1,309.75 689.07 27.90 9.46 7.33 5.51
Operating
performance
Accounts receivable turnover(times) 12.15 13.33 13.13 11.01 8.38 1.80
Average collection period 30 27 28 33 44 50
Inventory turnover(times) - - - - - -
Accounts payable turnover(times) 19.09 17.49 17.37 17.63 16.56 4.18
Average days in sales - - - - - -
Property, Plant and equipment
turnover(times)
0.39 0.40 0.35 0.30 0.29 0.07
Total assets turnover(times) 0.26 0.26 0.24 0.22 0.22 0.06
Profitablilty Return on total assets(%) 2.54 2.46 2.50 2.86 2.77 0.65
Return on stockholders’ equity(%) 3.04 2.97 3.29 3.95 3.73 0.81
Pre-tax income to paid-in capital(%) 6.12 6.33 8.23 9.74 9.49 1.99
Profit ratio(%) 9.73 9.51 10.03 11.48 10.83 9.42
Earnings per share(NT$) 0.55 0.54 0.63 0.79 0.76 0.16
Cash flow Cash flow ratio(%) 184.32 206.48 136.51 115.39 96.84 26.50
Cash flow adequacy ratio(%) 185.60 157.08 37.34 42.26 51.58 -
Cash reinvestment ratio(%) 2.66 2.51 3.01 3.99 4.15 1.36
L Operating leverage 2.22 2.38 2.60 2.73 2.80 2.94
everage Financial leverage 1.00 1.00 1.05 1.15 1.19 1.24

33

- 2.Consolidated Financial Analysis Based on ROC GAAP

Year Year
Financial Analysis for The Last Five Years
Item
2012 2013 2014 2015 2016
Financial
structure
(%)
Debt Ratio 15.00 N/A
Ratio of long-term capital to fixed assets 125.02
Solvency
(%)
Current ratio 857.71
Quick ratio 844.18
Interest earned ratio(times) 1,207.93
Operating
performance
Accounts receivable turnover(times) 12.15
Average collection period 30
Inventory turnover(times) -
Accounts payable turnover(times) 19.25
Average days in sales -
Fixed assets turnover(times) 0.37
Total assets turnover(times) 0.26
Profitablilty Return on total assets(%) 2.19
Return on stockholders’ equity(%) 2.55
Ratio to
Issued
capital(%)
Operating income 4.53
Pre-tax income 5.63
Profit ratio(%) 8.42
Earnings per share(NT$) 0.48
Cash flow Cash flow ratio(%) 205.03
Cash flow adequacy ratio(%) 202.95
Cash reinvestment ratio(%) 2.86
Operating leverage 2.34
Leverage Financial leverage 1.00

34

6.3 Supervisors’ Report

To: 2017 Annual General Meeting

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION (EITC)

The Board of Directors has prepared and submitted to the supervisors the Company’s 2016 Business Report, Financial Statements, and Profit Allocation Proposal of the year ended December 31, 2016. The CPA firm of PricewaterhouseCoopers, Taiwan, was retained to audit EITC’s Financial Statements and has issued an Independent Auditors’ Report relating to the Financial Statements. In accordance with Article 219 of the Company Law, the undersigned hereby certifies the Business Report, Financial Statements, and Profit Allocation Proposal of the year ended December 31, 2016 have been examined and approved by the undersigned.

Supervisor: Wu, Kuang-Hui

Yeh, Jia-Chyuan

Date: March 29, 2017

35

6.4. Consolidated Financial Statements for the Years Ended December 31,2016 and 2015, and Independent Auditors’ Report

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Evergreen International Storage and Transport Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Evergreen International Storage and Transport Corporation and its subsidiaries (the “Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years 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, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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, we do not provide a separate opinion on these matters.

36

Accuracy of transportation and container yard service revenue

Description

Please refer to Note 4(27) for accounting policies on operating revenue, and Note 6(16) for details of operating revenue.

The Group is primarily engaged in land container transport, cargo handling, ship and cargo container lease, operation of gasoline station, highway bus and tourist bus carrier. For the year ended December 31, 2016, the total revenue of container transport and container yard service was NT$2,724,650 thousand, constituting 36.46% of operating revenue in 2016 and were the main source of income. Transportation and container yard service revenue were recognised in the accounting periods in which the services are rendered, the revenue recognition were based on the relevant information (cargo specification, numbers, transportation starting point and destination and cargo handling service types) that were recorded by front service employees and charged for different services by system.

Due to the high numbers of transactions, the services fees of transported or handled containers were different with specification, numbers and the distance between starting point and destination, and the trading amount were small. The information process, recording and maintenance of relevant business statement were done partly manually, and may lead to inaccurate calculation of transport and container yard service revenue. As a result, more audit staff were required to perform the procedures. Also, the amount of revenue was material to the financial statements, thus we consider the accuracy of transportation and container yard service revenue a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Based on our understanding of the Group’s business and industry, we assessed the reasonableness of revenue recognition policies and procedures and confirmed that these were consistently applied in the financial statements;

  • B. We obtained an understanding of the transportation process, and assessed and tested relevant internal controls, including the information of container specification, numbers and transportation starting point and destination in handover statement which was recorded by drivers, agreed with the information in the computer system and operating statement;

37

  • C. We understood the process of container yard service, and assessed and tested relevant internal controls, including the information of container specification, numbers and cargo handling service types in the statement which was prepared by the Group personnel, were consistent with customers’ shipping accounts; and

  • D. We verified the accuracy of operating statement which was used in revenue recognition by management, including randomly checking the charge fees in the operating statement and work content against with charges of services types, daily transportation statement and cargo handling statement generated by the computer system, to recalculate the accuracy and ascertained that these were consistent with the carrying amount of revenue.

Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(14) for accounting policies on property, plant and equipment, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on property, plant and equipment impairment valuation, and Note 6(6) for details of property, plant and equipment.

As of December 31, 2016, the amount of ships and transportation equipment held by the Group for ship and container lease business was NT$16,466,242 thousand and recognised as property, plant and equipment, constituting 48.72% of consolidated total assets. Management assessed whether the property, plant and equipment were impaired using the recoverable amount of the cash generating unit. The assumptions used in determining the recoverable amount estimate was subjected to management’s judgment and involves a high degree of uncertainty, and included discount rate, expected growth rate of operating revenue, gross profit ratio, operating profit ratio, capital expenditure. As the assessed results of recoverable amount were material to the financial statements, thus we consider the valuation of property, plant and equipment impairment a key audit matter.

38

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. We understood and assessed policies, internal controls and processes that were related with asset impairment valuation;

  • B. We interviewed management on the impairment valuation report, and assessed the discount rate and the reasonableness of operating revenue, gross profit ratio, operating profit ratio, growth rate and capital expenditure that were used in the estimation of future cash flow, including review of the basic information of such assumptions. Also, we ascertained that the documents had been approved by appropriate management, reviewed the actual execution of management’s past operating plan, and compared with industry forecast to assess the intention and ability; and

  • C. We checked the inputted value of valuation model, the setting of formulation, and recalculated the accuracy of valuation model calculation result.

Fair value measurement of investment in unlisted stock without active market

Description

Please refer to Note 4(7) for accounting policies on available-for-sale financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on financial assets- fair value measurement of investment in unlisted stock without active market, Note 6(2) for details of available-for-sale financial assets, and Note 12(3) for fair value information of financial instruments.

As of December 31,2016, the Group held unlisted stock without active market which was recognised as available-for-sale financial assets in the amount of NT$513,897 thousand, and recognised other comprehensive income for fair value change on the measurement date. Management measured the fair value using market method, the valuation process included the choice of measurement method, references to market value information of comparable company in valuation model, consideration of market liquidity and discount of specific risk.

39

As the estimate of fair value of unlisted stock without active market was subjected to management’s judgment, and involved many assumptions, such as the choice of valuation model and parameters setting, any changes in judgments and estimates would effect the final result of accounting estimates and thus contains uncertainty. We consider financial assets- fair value measurement of investment in unlisted stock without active market a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. We understood and assessed relevant policies and valuation process on the fair value measurement and disclosure of unlisted stock without active market;

  • B. We assessed whether management adopted an adequate measurement method and valuation model which were commonly adopted in the same industry; and

  • C. We assessed the reasonableness of assumptions on comparable company and parameters setting, including the relevance and reliability of business nature and financial information between comparable company and the company being valued, and reviewed relevant basic data and corroborating documents.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Evergreen International Storage and Transport Corporation as at and for the years ended December 31, 2016 and 2015.

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 the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.

40

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, including supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditor’s 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 auditor’s 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 ROC GAAS 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 ROC GAAS, 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.

41

  1. 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  2. 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.

  3. Obtain sufficient 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.

42

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 auditor’s 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.

Lai, Chung-Hsi Chih, Ping-Chiun

For and on behalf of PricewaterhouseCoopers, Taiwan March 28, 2017


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

43

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(4) and 7
6(2)
6(3)
6(5)
6(6) and 7
6(7)
6(22)
8
December 31, 2016
AMOUNT
%
$ 2,885,889
8
862,593
3
17,241
-
214,087
1
814,929
2
18,394
-
33,712
-
28,023
-
8,814
-
4,883,682
14
1,238,413
4
3,299
-
1,020,304
3
25,425,140
75
720,048
2
3,291
-
179,842
1
326,723
1
28,917,060
86
$ 33,800,742
100
December 31, 2015 December 31, 2015
AMOUNT
$ 2,885,889
862,593
17,241
214,087
814,929
18,394
33,712
28,023
8,814
4,883,682
1,238,413
3,299
1,020,304
25,425,140
720,048
3,291
179,842
326,723
28,917,060
$ 33,800,742
AMOUNT
$ 2,892,709
1,079,861
11,990
188,619
536,967
30,130
35,294
31,697
24,456
4,831,723
1,065,870
3,674
1,074,774
25,936,258
723,236
4,045
201,163
241,358
29,250,378
$ 34,082,101
%
Current assets
Cash and cash equivalents
Available-for-sale financial assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable, net - related parties
Other receivables
Inventories
Prepayments
Other current assets
Total Current Assets
Non-current assets
Available-for-sale financial assets - non-
current
Financial assets carried at cost - non-
current
Investments accounted for using equity
method
Property, plant and equipment, net
Investment property, net
Intangible assets
Deferred income tax assets
Other non-current assets
Total Non-current Assets
TOTAL ASSETS
8
3
-
1
2
-
-
-
-
14
3
-
3
76
2
-
1
1
86
100

(Continued)

44

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
7
6(8)
6(8) and 7
6(22)
6(9)
6(9)
6(22)
6(10)(11)

6(12)
6(13)
6(14)
6(15)
9
11
December 31, 2016
AMOUNT
%
$ 12,650
-
349,408
1
28,151
-
195,448
1
359,766
1
78,064
-
1,296,155
4
60,666
-
2,380,308
7
6,016,587
18
2,111,187
6
1,464,980
4
9,592,754
28
11,973,062
35
10,671,411
31
4,264,590
13
1,951,837
6
3,703,763
11
1,094,590
3
21,686,191
64
141,489
1
21,827,680
65
$ 33,800,742
100
December 31, 2015 December 31, 2015
AMOUNT
$ 12,650
349,408
28,151
195,448
359,766
78,064
1,296,155
60,666
2,380,308
6,016,587
2,111,187
1,464,980
9,592,754
11,973,062
10,671,411
4,264,590
1,951,837
3,703,763
1,094,590
21,686,191
141,489
21,827,680
$ 33,800,742
AMOUNT
$ 25,318
305,817
27,660
256,253
21,321
77,390
1,156,847
41,218
1,911,824
6,981,080
2,032,327
1,641,081
10,654,488
12,566,312
10,671,411
4,264,163
1,867,463
3,294,491
1,274,497
21,372,025
143,764
21,515,789
$ 34,082,101
%
Current liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Current income tax liabilities
Long-term liabilities, current portion
Other current liabilities, others
Total Current Liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax liabilities
Other non-current liabilities
Total Non-current Liabilities
TOTAL LIABILITIES
Equity attributable to owners of the parent
Capital stock
Common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Equity attributable to owners of the
parent
Non-controlling interest
Total equity
Significant contingent liabilities and
unrecognized contract commitments
Significant events after the balance sheet
date
TOTAL LIABILITIES AND EQUITY
-
1
-
1
-
-
4
-
6
20
6
5
31
37
31
13
5
10
4
63
-
63
100

The accompanying notes are an integral part of these consolidated financial statements.

45

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Years ended December 31
2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$ 7,472,097
100
$ 7,348,665
100
6(20) and 7
(
6,201,145) (
83)(
6,104,974) (
83)
1,270,952
17
1,243,691
17
6(20) and 7
(
254,935) (
3)(
282,257) (
4)
1,016,017
14
961,434
13
6(17)
167,628
2
165,244
2
6(18)
(
40,478)
-
17,746
-
6(19)
(
160,011) (
2) (
122,918) (
1)
6(5)
29,483
-
18,180
-
(
3,378)
-
78,252
1
1,012,639
14
1,039,686
14
6(22)
(
203,624) (
3)(
196,399) (
3)
$ 809,015
11
$ 843,287
11
6(15)
$ 67,787
1 ($ 34,441)
-
(
2)
- (
43)
-
6(22)
(
11,524)
-
5,855
-
(
190,801) (
3)
369,867
5
15,546
- (
455,895) (
6)
6(22)
(
4,353)
-
15,337
-
($ 123,347) (
2)($ 99,320) (
1)
$ 685,668
9
$ 743,967
10
$ 810,884
11
$ 843,743
11
(
1,869)
- (
456)
-
$ 809,015
11
$ 843,287
11
$ 687,238
9
$ 744,446
10
(
1,570)
- (
479)
-
$ 685,668
9
$ 743,967
10
6(23)
$ 0.76
$ 0.79
$ 0.76
$ 0.79
Operating revenue
Operating costs
Gross profit
Operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit of associates and joint
ventures accounted for using equity
method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income, net
Items that will not be reclassified to profit
or loss
Remeasurement of defined benefit plan
Share of other comprehensive loss of
associates and joint ventures accounted
for using equity method, items that will
not be reclassified to profit or loss
Income tax relating to the components of
other comprehensive profit
Items that will be reclassified to profit or
loss
Exchange differences arising on
translation of foreign operations
Unrealized gain (loss) on valuation of
available-for-sale financial assets
Income tax relating to the components of
other comprehensive profit
Total other comprehensive loss for the
year, net
Total comprehensive income for the year
Profit (loss) attributable to:
Owners of the parent
Non-controlling interest
Comprehensive income (loss) attributable
to:
Owners of the parent
Non-controlling interest
Earnings per share
Basic earnings per share (in dollars)
Diluted earnings per share (in
dollars)

The accompanying notes are an integral part of these consolidated financial statements.

46

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

2015
Balance at January 1, 2015
Appropriation of 2014 earnings
Legal reserve
Cash dividends
Changes in equity of associates and joint ventures accounted for using
equity method
Profit (loss) for the year
Other comprehensive (loss) income for the year

Changes in non-controlling interests
Balance at December 31, 2015
2016
Balance at January 1, 2016
Appropriation of 2015 earnings
Legal reserve
Cash dividends
Changes in equity of associates and joint ventures accounted for using
equity method
Profit (loss) for the year
Other comprehensive income (loss) for the year

Balance at December 31, 2016
Notes Equity attributable to owners of theparent theparent Non-controlling
interest
Total equity
Common stock Capital surplus Retaine d Earnings Other equityinterest Total
Legal reserve Unappropriated
retained earnings
Exchange
differences
arising on
translation of
foreign
operations
Unrealized (loss)
gain on valuation of
available-for-sale
financial assets
6(15)
6(15)
$ 10,671,411
-
-
-
-
-
-
$ 10,671,411
$ 10,671,411
-
-
-
-
-
$10,671,411
$ 4,263,504
-
-
659
-
-
-
$ 4,264,163
$ 4,264,163
-
-
427
-
-
$4,264,590
$ 1,800,628
66,835
-
-
-
-
-
$ 1,867,463
$ 1,867,463
84,374
-
-
-
-
$1,951,837
$ 2,919,711
(
66,835 )
(
373,499 )
-
843,743
(
28,629 )
-
$ 3,294,491
$ 3,294,491
(
84,374 )
(
373,499 )
-
810,884
56,261
$ 3,703,763
$ 419,167
-
-
-
-
369,890
-
$ 789,057
$ 789,057
-
-
-
-
(
191,100 )
$ 597,957
$ 925,998
-
-
-
-
(
440,558 )
-
$ 485,440
$ 485,440
-
-
-
-
11,193
$ 496,633
$ 21,000,419
-
(
373,499 )
659
843,743
(
99,297 )
-
$ 21,372,025
$ 21,372,025
-
(
373,499 )
427
810,884
(
123,646 )
$21,686,191
$ 175,407
-
(
5,892 )
-
(
456 )
(
23 )
(
25,272 )
$ 143,764
$ 143,764
-
(
705 )
-
(
1,869 )
299
$ 141,489
$ 21,175,826
-
(
379,391 )
659
843,287
(
99,320 )
(
25,272 )
$ 21,515,789
$ 21,515,789
-
(
374,204 )
427
809,015
(
123,347 )
$21,827,680

The accompanying notes are an integral part of these consolidated financial statements.

47

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortisation
Bad debt expense
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures
accounted for using equity method
Loss on disposal of property, plant and equipment
Gain on disposal of investments
Gain on disposal of investments accounted for using
equity method
Impairment loss of financial assets
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net
Accounts receivable, net
Accounts receivable, net - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities, others
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
Years endedDecember31
Notes
2016
2015
$ 1,012,639
$ 1,039,686
6(20)
1,827,674
1,661,536
6(20)
2,290
2,240
6(4)
22
-
6(19)
159,792
122,631
6(17)
(
25,908 ) (
20,706 )
6(17)
(
106,711 ) (
99,096 )
6(5)
(
29,483 ) (
18,180 )
6(18)
12,068
17,182
6(18)
(
600 ) (
1,747 )
-
(
17,366 )
-
3,977
(
5,251 ) (
1,208 )
(
25,490 )
1,629
(
277,962 ) (
170,381 )
13,155
(
23,017 )
1,582
1,425
3,674
8,457
15,642
(
26,106 )
(
12,668 )
26,769
43,591
4,184
491
1,037
40,370
863
(
8,578 )
3,131
19,448
(
27,032 )
(
106,963) (
51,701)
2,552,824
2,438,207
24,490
21,138
(
153,608 ) (
115,263 )
(
118,734) (
138,070)
2,304,972
2,206,012

(Continued)

48

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial
assets
Capital stock reduction of financial assets carried at cost
Disposal of investments accounted for using equity method
Disposal of a subsidiary
Disposal of a subsidiary, net of cash transferred out
Capital stock reduction of investment accounted for using
equity method
Acquisition of property, plant and equipment (including
prepayments for equipment)
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other non-current assets - other financial assets
Decrease in other non-current assets - other financial assets
Dividends received
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term borrowings
Repayment of long-term borrowings
Increase in guarantee deposits received
Decrease in guarantee deposits received
Dividends paid
Net cash flows (used in) from financing activities
Effect of exchange rate changes
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Years endedDecember31
Notes
2016
2015
($ 1,100,000 ) ($ 820,000 )
1,158,600
863,747
375
-

-
44,618
-
22,716
-
(
33,610 )
36,950
-
6(24)
(
1,459,883 ) (
3,603,776 )
14,047
9,777
(
100 )
-
(
1,536 ) (
3,027 )
-
(
1,180 )
485
-
143,137
134,453
(
1,207,925) (
3,386,282 )
493,808
1,753,069
(
1,177,019 ) (
520,331 )
-
1,374
(
1,351 )
-
6(14)
(
374,204 ) (
379,391 )
(
1,058,766)
854,721
(
45,101)
111,424
(
6,820 ) (
214,125 )
2,892,709
3,106,834
$ 2,885,889
$ 2,892,709

The accompanying notes are an integral part of these consolidated financial statements.

49

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY AND ORGANIZATION

  • (1) Incorporated in 1973, Evergreen International Storage and Transport Corporation (the “Company”) was initially operated under the name of “Everglory Transport Corporation”. In July 1986, the Company was renamed as “Evergreen Transport Corporation”. Shares of the Company have been traded on the Taiwan Stock Exchange since 1990. In September 2001, the Company was renamed again and is currently known as “Evergreen International Storage and Transport Corporation”. The Company is principally engaged in container trucking, operation of container distribution centers, ship chartering, operation of gasoline station and passenger transportation.

The Company merged with Evergreen Container Terminal Corporation and Uniglory Marine Corporation on March 31, 2002 and November 1, 2002, respectively. On May 1, 2003, the Company merged with Evervoyage Transportation Corporation, a subsidiary of the Company, which was conducted in accordance with the Business Mergers and Acquisitions Law.

  • (2) Gaining Enterprise S.A. (GESA) was incorporated in Panama on December 16, 1993 and is primarily engaged in ship trading, transportation and chartering, operation and investments of container yards, leases and investments of overseas container terminals and marine transportation related business.

  • (3) Shun An Enterprise Corporation (SAEC) was initially incorporated on November 10, 2008, and is primarily engaged in management consulting and employment agency.

  • (4) The Company and its subsidiaries are collectively referred herein as the “Group”.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 28, 2017.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”)

None.

50

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments issued by included in the 2017 version of IFRS as endorsed by the FSC:

the Group
New standards, interpretations and amendments issued by included in
endorsed by the FSC:
the 2017 version of IFRS a
New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Investment entities: applying the consolidation exception (amendments
to IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRS 14,‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortisation
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Defined benefit plans: employee contributions (amendments to IAS
19R)
Equity method in separate financial statements (amendments to IAS 27)
Recoverable amount disclosures for non-financial assets (amendments
to IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Improvements to IFRSs 2012-2014
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016

The above standards and interpretations have no significant impact to the Group’s financial condition and operating result based on the Group’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC effective from 2017:

endorsed by the FSC effective from 2017:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
January 1, 2018

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New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Applying IFRS 9 ‘Financial instruments’with IFRS 4‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
IFRS 16, ‘Leases’
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments to
IAS 12)
Transfers of investment property (amendments to IAS 40)
IFRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IFRS 1, ‘First-time adoption of International Financial Reporting
Standards’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IFRS 12, ‘Disclosure of interests in other entities’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to IAS
28, ‘Investments in associates and joint ventures’
January 1, 2018
January 1, 2018
To be determined by
International Accounting
Standards Board
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2018

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating result based on the Group’s assessment. The quantitative impact will be disclosed when the assessment is complete.

  • A. IFRS 9, ‘Financial instruments’

  • (a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

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  • (b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognise 12-month expected credit losses or lifetime expected credit losses (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance).

  • B. IFRS 16, ‘Leases’

  • IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’and related interpretations and SICs. The standard requires lessees to recognise a right-of-use asset and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

  • C. Amendments to IAS 7, ‘Disclosure initiative’

This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”and IFRSs.

(2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (a) Available-for-sale financial assets measured at fair value.

  • (b) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process

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of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, 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. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

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B. Subsidiaries included in the consolidated financial statements:

Name of
investor
Name of
subsidiary
Mainbusiness activities Ownership(%) Ownership(%)
December 31,
2016
December 31,
2015
The
Company
The
Company
GESA
HINV
SAEC
GESA
Hazel
Investment
(Netherlands)
N.V.(HINV)
Hazel Estate
B.V.
Management consulting and
employment agency
Ship trading, transportation and
chartering, operation and
investments of container yards,
leases and investments of overseas
container terminals and marine
transportation related business
Investments
Investments
80.00
100.00
70.00
100.00
80.00
100.00
70.00
100.00
  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

(4) Foreign currency translations

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

55

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii.Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

iii.All resulting exchange differences are recognized in other comprehensive income.

  • (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group still retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • (c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group still retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

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(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realized within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. 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.

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B. On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting; beneficiary securities are recognized and derecognized using settlement date accounting.

  • C. Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income. Investments in

57

equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets carried at cost’.

(8) Notes, accounts and other receivables

Notes and accounts receivable are claims resulting from the sale of goods or services. Receivables arising from transactions other than the sale of goods or services are classified as other receivables. Notes, accounts and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, shortterm accounts receivable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.

(9) Impairment of financial assets

  • A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B. The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

  • (a) Significant financial difficulty of the issuer or debtor;

  • (b) A breach of contract, such as a default or delinquency in interest or principal payments;

  • (c) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • (d) It becomes probable that the borrower will enter bankruptcy or other financial reorganization;

  • (e) The disappearance of an active market for that financial asset because of financial difficulties;

  • (f) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • (g) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or

58

  • (h) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • (a) Financial assets measured at amortized cost

The amount of the impairment loss is measured as 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, and is recognized in profit or loss. 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 loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortized cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

  • (b) Financial assets 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 estimated future cash flows discounted at current market return rate of similar financial asset, and is recognized in profit or loss. Impairment loss recognized for this category shall not be reversed subsequently. Impairment loss is recognized by adjusting the carrying amount of the asset through the use of an accumulated impairment account.

  • (c) Available-for-sale financial assets

The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortization) and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss, and is reclassified from ‘other comprehensive income’ to ‘profit or loss’. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognized, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognized in profit or loss shall not be reversed through profit or loss. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an accumulated impairment account.

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(10) Derecognition of financial assets

The Group derecognizes a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flow from the financial asset expire.

  • B. The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.

(11) Operating leases (lessor)

Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(12) Inventories

The perpetual inventory system is adopted for inventory recognition. Inventories are stated at cost. The cost is determined using the moving weighted average method. At the end of period, inventories are evaluated at the lower of cost or net realizable value, and the individual item approach is used in the comparison of cost and net realizable value. The calculation of net realizable value is based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses.

(13) Investments accounted for using equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20% or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognizes change in ownership interest in the associate in ‘capital surplus’ in proportion to its ownership.

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  • D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for using equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

  • G. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • H. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

(14) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

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  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Asset
Land improvements
Buildings
Machinery
Loading/unloading
equipment
Transportation equipment
Ships
Office equipment
Leasehold improvements
Other equipment
Useful Life
3 -
25 years
15 -
55 years
3 -
15 years
5 -
15 years
4 -
10 years
23 -
29 years
3 -
6 years
2 -
10 years
2 -
50 years

The significant components of buildings include hydroelectric facilities and buildings, which are depreciated over 15 to 55 years.

(1) Operating leases (lessee)

Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

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(2) Investment property

  • A. An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 3~55 years.

  • B. The significant components of investment property include land and buildings. Buildings are depreciated over its useful life of 55 years.

(3) Intangible assets

Computer software is amortized on a straight-line basis over its estimated useful life of 3 years.

(4) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(5) Borrowings

  • A. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.

(6) Notes and accounts payable

Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.

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(7) Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(8) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

(9) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

(b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

  • ii. Remeasurement arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • iii. Past service costs are recognized immediately in profit or loss.

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  • C. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

(10) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

  • D. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the

65

legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

(11) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

(12) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities.

(13) Revenue recognition

A. Sales of goods

The Group sells oil. Revenue is measured at the fair value of the consideration received or receivable taking into account of business tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods should be recognized when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

B. Sales of services

The Group provides passenger transportation, container transportation and container yard services. Revenue from delivering services is recognized under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognized only to the extent that contract costs incurred are likely to be recoverable.

C. Leases service

The Group follows the guidance of IAS 17 “Leases” to recognize revenue from the leasing of ships and containers. Leases are required to be classified as either finance lease or operating lease

66

according to the extent of transition of risks and rewards of ownership. Revenue is recognized through the period of leases.

(14) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; the information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

  • A. Financial assets—impairment of equity investments

The Group follows the guidance of IAS 39 to determine whether a financial asset—equity investment is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

If the decline of the fair value of an individual equity investment below cost was considered significant or prolonged, the Group would suffer a loss in its financial statements, being the transfer of the accumulated fair value adjustments recognized in other comprehensive income on the impaired available-for-sale financial assets to profit or loss or being the recognition of the impairment loss on the impaired financial assets carried at cost in profit or loss.

  • B. Financial assets carried at cost

The equity based financial instruments for unlisted stocks held by the Group that are not traded in an active market are classified as financial asset carried at cost due to lack of information to determine the fair value.

67

(2) Critical accounting estimates and assumptions

  • A. Financial assets—fair value measurement of unlisted stocks without active market

The fair value of unlisted stocks held by the Group that are not traded in an active market is determined considering fair value assessment of other companies of the same type, market conditions and other economic indicators existing on balance sheet date. Any changes in these judgements and estimates will impact the fair value measurement of these unlisted stocks. Please refer to Note 12(3) for the financial instruments fair value information.

As of December 31, 2016, the carrying amount of unlisted stocks was $513,897.

  • B. Impairment assessment of tangible and intangible assets

The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash and cash equivalents
Cash on hand and petty cash
Checking accounts and demand
deposits
Time deposits
December31,2016
2,334
$ 39,005
2,844,550
2,885,889
$
December31,2015
2,589
$ 37,924
2,852,196
2,892,709
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Group has no cash and cash equivalents pledged to others.

68

(2) Available-for-sale financial assets

December 31,2016 December 31,2015
Current items:
Listed stocks $ 723,276
$ 723,276
Beneficiary certificates 100,000 158,000
Subtotal 823,276 881,276
Adjustments 39,317 198,585
Total $ 862,593 $ 1,079,861
Non-current items:
Listed stocks $ 513,610
$ 513,610
Unlisted stocks 275,394 276,113
Subtotal 789,004 789,723
Adjustments 485,812 312,550
Accumulated impairment ( 36,403)
( 36,403)
Total $ 1,238,413 $ 1,065,870
  • A. The Group recognized $11,193 and ($440,558) in other comprehensive profit or loss for fair value change and reclassified ($600) and ($1,747) from equity to profit or loss for the years ended December 31, 2016 and 2015, respectively.

  • B. The dissolution of Evergreen International Engineering Corporation had been resolved at the stockholders’ meeting on June 29, 2015, and the date of dissolution was set as July 1, 2015. The Group assessed that the original investment cost can no longer be recovered, so an impairment loss of $2,294 was recognized for the year ended December 31, 2015.

(3) Financial assets carried at cost

Financial assets carried at cost
December31,2016 December31,2015
Non-current items:
Universal Venture Fund Inc. $ 3,806
$ 5,357
Accumulated impairment ( 507)
( 1,683)
$ 3,299 $ 3,674
  • A. Based on the Group’s intention, its investment should be classified as available-for-sale financial assets. However, as they are not traded in an active market, and no sufficient industry information of companies similar to the investee companies can be obtained, the fair value of the investment cannot be measured reliably. The Group classified those stocks as ‘financial assets carried at cost’.

  • B. The Group assessed that the investment value of Universal Venture Fund Inc. is impaired, so an impairment loss of $1,683 was recognized for the year ended December 31, 2015.

69

  • C. The stockholders of Universal Venture Fund Inc. approved to decrease its capital to offset deficits and return proceeds from capital reduction in cash on June 14, 2016 and set effective date as August 15, 2016. The Group received returned capital amounting to $375 and proportionately derecognised $1,551 from initial cost and $1,176 from accumulated impairment proportionate to the capital reduction.

  • D. As of December 31, 2016 and 2015, no financial assets carried at cost held by the Group were pledged to others.

(4) Accounts receivable

pledged to others.
Accounts receivable
December 31,2016 December 31,2015
Accounts receivable $ 214,633
$ 189,165
Accounts receivable - related parties 814,929 536,967
Less: allowance for bad debts ( 546)
( 546)
$ 1,029,016 $ 725,586
  • A. The Group’s accounts receivable that were neither past due nor impaired were fully performing in line with the credit standards prescribed based on counterparties’ industrial characteristics, scale of business and profitability.

  • B. The ageing analysis of accounts receivable that were past due but not impaired is as follows:

Up to 3 months
Over 3 months
December31,2016
114,272
$ 142
114,414
$
December31,2015
37,402
$ -
37,402
$

The above ageing analysis was based on past due date.

  • C. Movement analysis of financial assets that were impaired is as follows:

  • (a) There was no impairment on accounts receivable as of December 31, 2016 and 2015.

  • (b) Movement of the provision for impairment of accounts receivable are as follows:

Individualprovision
At January 1
-
$ Provision for impairment
22
Writeoffs during the period
22)
(
At December 31
-
$
2016

70

2015

Individual provision Group provision Total
At January 1 $ -
$ 628
$ 628
Effect of consolidated
entity's movement - ( 82)
( 82)
At December 31 $ - $ 546 $ 546

D. The Group holds $21,181 of collateral as security for accounts receivable.

(5) Investments accounted for using equity method

2016 2015
At January 1 $ 1,074,774
$ 1,097,400
Disposal of investments accounted for
using equity method - ( 34,879)
Capital stock reduction of investment
accounted for using equity method ( 36,950)
-
Share of profit or loss of investments
accounted for using equity method 29,483 18,180
Earnings distribution of investments
accounted for using equity method ( 36,426)
( 35,357)
Changes in capital surplus 514 794
Changes in other equity items ( 11,091)
5,858
Effect of consolidated entity's movement - 22,778
At December 31 $ 1,020,304 $ 1,074,774
December31,2016 December31,2015
Associates :
United Stevedoring Corp. $ 30,758
$ 30,212
Ever Reward Logistics Corp. 26,137 25,410
Taipei Port Container Terminal
Corp. 895,357 906,043
Qingdao Evergreen Container
Storage and Transportation Corp. 68,052 113,109
$ 1,020,304 $ 1,074,774

A. The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarized below:

As of December 31, 2016 and 2015, the carrying amount of the Group’s individually immaterial associates amounted to $1,020,304 and $1,074,774, respectively.

71

Year ended Year ended
0 December31,2016 December31,2015
Profit for the period from continuing
operations $ 167,667
$ 97,539
Other comprehensive loss- net of tax ( 7)
( 142)
Total comprehensive income $ 167,660 $ 97,397
  • B. Taipei Port Container Terminal Corporation (Taipei Port) is accounted for using equity method despite the percentage of combined holding in Taipei Port is less than 20%. The reason is the issuing entity had to reserve issue rights for its employees, and the Group could not exercise rights with original percentage of ownership, which caused the percentage of ownership to decrease from 20% to 19.49%. After the assessment of the decrease in the percentage of ownership, the Group still has significant influence over Taipei Port.

  • C. The Group sold 5% of Qingdao Evergreen Container Storage and Transportation Corp. (QECT) on Octobor 14, 2015. As a result, its shareholding ratio declined from 20% to 15%. The Group uses the equity method despite having less than 20% shareholding ratio because the Group has a significant number of directors and significant influence over QECT.

  • D. QECT deducted capital stock by returning cash to stockholders (The ratio of capital reduction is 54.0541%). The Group repaid $36,950 of its shares on June 15, 2016.

72

(6) Property, plant and equipment

At January 1, 2016
Cost
Accumulated depreciation
2016
Opening net book amount
Additions
Disposals
Reclassifications
Depreciation charge
Effect of exchange rate
changes
Closing net book amount
At December 31, 2016
Cost
Accumulated depreciation
Land Land
improvements
Buildings Machinery Loading/
unloading
equipment
Transportation
equipment
Ships Office
equipment
Leasehold
improvements
Other
equipment
Construction
inprogress
Total
8,525,807
$ -

8,525,807
$ 8,525,807
$ -
-
-
-

-
8,525,807
$ 8,525,807
$ -

8,525,807
$
12,731
$ 4,636)
(

8,095
$ 8,095
$ -
-
13,696
4,424)
(

-
17,367
$ 26,427
$ 9,060)
(

17,367
$
949,475
$ 830,224)
(

119,251
$ 119,251
$ 1,080
-
16,108
12,044)
(

-
124,395
$ 966,663
$ 842,268)
(

124,395
$
19,069
$ 17,645)
(

1,424
$ 1,424
$ 280
-
-
373)
(

-
1,331
$ 17,923
$ 16,592)
(

1,331
$
1,449,182
$ 1,306,576)
(

142,606
$ 142,606
$ 2,851
-

56,347
28,847)
(

-

172,957
$ 1,464,740
$ 1,291,783)
(

172,957
$
13,641,732
$ 2,196,770)
(

11,444,962
$ 11,444,962
$ 1,276,548
41,502)
(
94,065
1,094,432)
(

188,949)
(

11,490,692
$ 14,649,334
$ 3,158,642)
(

11,490,692
$
15,289,409
$ 9,707,135)
(

5,582,274
$ 5,582,274
$ 115,420
-
22,907
654,620)
(

90,431)
(
4,975,550
$ 15,186,176
$ 10,210,626)
(

4,975,550
$
16,549
$ 15,327)
(

1,222
$ 1,222
$ 623
-
-
303)
(

-
1,542
$ 16,585
$ 15,043)
(

1,542
$
68,374
$ 20,686)
(

47,688
$ 47,688
$ -
-

-
7,504)
(

-
40,184
$ 68,374
$ 28,190)
(

40,184
$
468,354
$ 405,425)
(
62,929
$ 62,929
$ 24,273
13)
(
10,065
21,939)
(
-
75,315
$ 496,912
$ 421,597)
(
75,315
$
-
$ -

-
$ -
$ -
-

-
-

-

-
$ -
$ -

-
$
40,440,682
$ 14,504,424)
(
25,936,258
$ 25,936,258
$ 1,421,075
41,515)
(
213,188
1,824,486)
(
279,380)
(
25,425,140
$ 41,418,941
$ 15,993,801)
(
25,425,140
$
  1. The Group has provided a negative pledge to the loan granting banks for the credits used to purchase the above transportation equipment.

  2. As the land with book value of $20,009 in Jhuwei area in Dayuan District, Taoyuan City is farming and pasturable land, the ownership is registered to a natural person. The Group has set the pledge of land ownership to itself in order to protect its rights.

73

At January 1, 2015
Cost
Accumulated depreciation
2015
Opening net book amount
Additions
Disposals
Reclassifications
Depreciation charge
Effect of consolidated
entity's movement
Effect of exchange rate
changes
Closing net book amount
At December 31, 2015
Cost
Accumulated depreciation
Land Land
improvements
Buildings Machinery Loading/
unloading
equipment
Transportation
equipment
Ships Office
equipment
Leased
assets
Leasehold
improvements
Other
equipment
Construction
inprogress
Total
8,133,922
$ -

8,133,922
$ 8,133,922
$ 391,266
-
619
-

-
-
8,525,807
$ 8,525,807
$ -

8,525,807
$
11,692
$ 3,604)
(

8,088
$ 8,088
$ 2,209
-
-
2,202)
(

-
-
8,095
$ 12,731
$ 4,636)
(

8,095
$
947,715
$ 812,171)
(

135,544
$ 135,544
$ 2,080
-
635
19,008)
(

-
-
119,251
$ 949,475
$ 830,224)
(

119,251
$
18,652
$ 18,000)
(

652
$ 652
$ 1,071
-
-
299)
(

-
-
1,424
$ 19,069
$ 17,645)
(

1,424
$
1,440,661
$ 1,337,161)
(

103,500
$ 103,500
$ 3,160
-

60,238
24,292)
(

-

-
142,606
$ 1,449,182
$ 1,306,576)
(

142,606
$
10,272,566
$ 1,232,824)
(

9,039,742
$ 9,039,742
$ 2,922,931
26,884)
(
92,943
963,086)
(

2)
(
379,318
11,444,962
$ 13,641,732
$ 2,196,770)
(

11,444,962
$
14,729,139
$ 8,774,165)
(

5,954,974
$ 5,954,974
$ 66,785
-
-
625,545)
(

-

186,060
5,582,274
$ 15,289,409
$ 9,707,135)
(

5,582,274
$
17,687
$ 16,148)
(

1,539
$ 1,539
$ 14
-
-
317)
(

14)
(

-
1,222
$ 16,549
$ 15,327)
(
1,222
$
206
$ 140)
(

66
$ 66
$ -
-
-
19)
(

47)
(
-
-
$ -
$ -

-
$
51,231
$ 14,324)
(

36,907
$ 36,907
$ -
-

17,143
6,362)
(

-

-
47,688
$ 68,374
$ 20,686)
(

47,688
$
447,102
$ 396,128)
(
50,974
$ 50,974
$ 15,778
75)
(
13,517
17,207)
(
58)
(
-
62,929
$ 468,354
$ 405,425)
(
62,929
$
-
$ -

-
$ -
$ -
-

-
-

-

-
-
$ -
$ -

-
$
36,070,573
$ 12,604,665)
(
23,465,908
$ 23,465,908
$ 3,405,294
26,959)
(
185,095
1,658,337)
(
121)
(
565,378
25,936,258
$ 40,440,682
$ 14,504,424)
(
25,936,258
$
  1. The Group has provided a negative pledge to the loan granting banks for the credits used to purchase the above transportation equipment.

  2. As the land with book value of $20,009 in Jhuwei area in Dayuan District, Taoyuan City is farming and pasturable land, the ownership is registered to a natural person. The Group has set the pledge of land ownership to itself in

order to protect its rights.

74

(7) Investment property

A. Changes in investment property:

At January 1, 2016
Cost

Accumulated depreciation
2016
Opening net book amount

Depreciation charge
Closing net book amount
At December 31, 2016
Cost

Accumulated depreciation
At January 1, 2015
Cost

Accumulated depreciation
2015
Opening net book amount

Depreciation charge
Closing net book amount
At December 31, 2015
Cost

Accumulated depreciation
Land
Buildings
Total
$ 639,583
168,768
$ 808,351
$ -
85,115)
(
85,115)
(
639,583
$ 83,653
$ 723,236
$ $ 639,583 $ 83,653
723,236
$ -
3,188)
(
3,188)
(
639,583
$ 80,465
$ 720,048
$ $ 639,583
168,768
$ 808,351
$ -
88,303)
(
88,303)
(
639,583
$ 80,465
$ 720,048
$ Land
Buildings
Total
$ 639,583
168,768
$ 808,351
$ -
81,916)
(
81,916)
(
639,583
$ 86,852
$ 726,435
$ $ 639,583
86,852
$ 726,435
$ -
3,199)
(
3,199)
(
639,583
$ 83,653
$ 723,236
$ $ 639,583
168,768
$ 808,351
$ -
85,115)
(
85,115)
(
639,583
$ 83,653
$ 723,236
$

75

  • B. Rental income from investment property and direct operating expenses arising from investment property are shown below:
Rental income from investment property
Direct operating expenses arising
from the investment property that
generated rental income during
the period
Year ended
December31,2016
50,875
$ 7,553
$
Year ended
December31,2015
48,685
$
6,473
$
  • C. The fair value of the investment property held by the Group as at December 31, 2016 and 2015 was $2,433,272 and $2,271,971, respectively, which was valued by the Group. Valuations were made using the income approach which is categorized within Level 3 in the fair value hierarchy. Key assumptions are as follows:
Key assumptions are as follows:
Other payables (including related parties)
0
Gross margin
Discount rate
0
Payable on equipment
Others
December 31,2016
85.994%
1.845%
December31,2016
359,163
$ 196,051
555,214
$
December 31,2015
88.282%
1.985%
December31,2015
99,033
$ 178,541
277,574
$

(8) Other payables (including related parties)

- (9) Long term borrowings

Type of borrowings
Foreign currency unsecured
borrowings - USD
Less: arrangement fees
Less: current portion
Interest rate range
1.7420%~2.7500%
Expiry year
December31,2016
111
7,335,294
$ 22,552)
(
7,312,742
1,296,155)
(
6,016,587
$

76

)Other non-current liabilities
Type ofborrowings
Foreign currency unsecured
borrowings - USD
Less: arrangement fees
Less: current portion
Accrued pension obligations
Guarantee deposits received
Interestraterange
Expiry year
December31,2015
1.5199%~1.8567%
111
8,166,039
$ 28,112)
(
8,137,927
1,156,847)
(
6,981,080
$ December31,2016
December31,2015
1,445,588
$ 1,620,338
$ 19,392
20,743
1,464,980
$ 1,641,081
$

(10) Other non-current liabilities

(11) Pensions

A. (a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. The foreign subsidiary paid the pension directly to the retired employees when they have their own defined benefit pension plan.

  • (b) The amounts recognised in the balance sheet are as follows:
December31,2016 December31,2015
Present value of defined benefit
obligations $ 2,485,670
$ 2,622,689
Fair value of plan assets ( 1,040,082)
( 1,002,351)
Net defined benefit liabilities $ 1,445,588 $ 1,620,338

77

(c) Changes in net defined benefit liabilities are as follows:

2016
Balance at January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan asset
(excluding amounts included in interest
income or expense)
Change in demographic assumptions
Change in financial assumptions
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
Present value of
defined benefit
obligations
Fair value of
planassets
Net defined
benefit
liabilities
2,622,689
$ 78,308
32,537
2,733,534
-
773)
(
45,210)
(
25,023)
(
71,006)
(
-
176,858)
(
2,485,670
$
1,002,351)
($ -
12,529)
(
1,014,880)
(
3,218
-
-
-
3,218
205,278)
(
176,858
1,040,082)
($
1,620,338
$ 78,308
20,008
1,718,654
3,218
773)
(
45,210)
(
25,023)
(
67,788)
(
205,278)
(
-
1,445,588
$

78

2015
Balance at January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan asset
(excluding amounts included in interest
income or expense)
Change in demographic assumptions
Change in financial assumptions
Experience adjustments
Pension fund contribution
Paid pension
Effect of consolidated entity's
movement
Balance at December 31
Present value of
defined benefit
obligations
Fair value of
planassets
Net defined
benefit
liabilities
2,613,352
$ 72,722
55,963
2,742,037
-
1,902
114,674
78,030)
(
38,546
-
149,854)
(
8,040)
(
2,622,689
$
974,803)
($ -
21,775)
(
996,578)
(
4,105)
(
-
-
-
4,105)
(
158,552)
(
149,854
7,030
1,002,351)
($
1,638,549
$ 72,722
34,188
1,745,459
4,105)
(
1,902
114,674
78,030)
(
34,441
158,552)
(
-
1,010)
(
1,620,338
$

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and its domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its 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 the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2016 and 2015 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

79

(e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increase rate
2016
1.20%~1.25%
1.75%~2.00%
2015
1.25%
2.00%

The assumption of future death rate depends on the Taiwan Standard Ordinary Experience Mortality Table (2004-2008) for 2016 and 2015.

Because the main actuarial assumption changed, the present value of defined benefit obligations is affected. The analysis was as follows:

Increase
Decrease
0.25~0.5%
0.25~0.5%
December 31, 2016
Effect on present value of
defined benefit obligations
92,668)
($ 127,916
$ December 31, 2015
Effect on present value of
defined benefit obligations
105,718)
($ 116,676
$ Discount rate
Increase
Decrease
0.25~0.5%
0.25~0.5%
126,539
$ 92,586)
($ 115,205
$ 105,448)
($ Future salaryincrease rate

The sensitivity analysis above is based on other conditions that are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2017 amounts to $145,316.

  • (g)As of December 31, 2016, the weighted average duration of that retirement plan is 8~10 years.

  • B. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contributes monthly an amount based on not less then 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • C. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2016 and 2015 were $126,365 and $133,487, respectively.

80

(12) Capital stock

  • A. As of December 31, 2016, the Company’s authorized capital was $11,000,000, consisting of 1,100,000 thousand shares of ordinary stock, and the paid-in capital was $10,671,411 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

  • B. The Company has the same weighted average number of ordinary shares outstanding at the beginning and ending of the years 2016 and 2015.

(13) Capital surplus

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(14) Retained earnings

legal reserve is insufficient.
Retained earnings
2016 2015
At January 1 $ 3,294,491
$ 2,919,711
Profit for the period 810,884 843,743
Appropriation, release and distribution
of earnings ( 457,873)
( 440,334)
Remeasurement on post employment
benefit obligations, net of tax 56,261 ( 28,629)
At December 31 $ 3,703,763 $ 3,294,491
  • A. According to the Company’s Articles of Incorporation, any profit made by the Company for each fiscal year shall, after deduction of tax, be applied first towards making up any losses incurred by the Company in previous years, then 10% of the balance thereof shall be retained as the legal reserve, and set aside the special reserve in compliance with regulations, together with the accumulated unallocated profit of the previous period, shall be allocated pursuant to the proposal made by the Board of Directors and adopted by the shareholders at their meeting.

  • B. The Company’s dividend policy is summarized below:

Stockholders’ dividends shall be distributed in cash dividends and stock dividends, with the cash dividend comprising at least 10% of the total amount of distribution.

81

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D. (a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • (b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.

  • E. The appropriation of earnings and distribution of capital reserve of years 2015 and 2014 had been resolved at the stockholders’ meeting on June 15, 2016 and 2015, respectively. Details are summarized below:

summarized below:
Legal reserve
Cash dividends
Dividends per share
(in dollars)
0.35
$ 2015
2014
Amount
84,374
$ 373,499
457,873
$
Amount
66,835
$ 373,499
440,334
$
Dividends per share
(in dollars)
0.35
$

The information about the appropriation of earnings resolved at the stockholders’ meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • F. The Company declared the earnings distribution for 2016 at the Board of Directors’ meeting on March 28, 2017. The information is summarized below:
Legal reserve
Cash dividends
2016 2016
Amount
81,088
$ 373,499
454,587
$
Dividends per share
(indollars)
0.35
$

The information about the earnings distribution in 2016 presented above has not been resolved at the stockholders’ meeting up until March 28, 2017.

82

remuneration, please refer to Note 6(21).

(15) Other equity items

Other equity items
2016
Available-for-sale Currency
investments translation Total
At January 1 $ 485,440
$ 789,057
$ 1,274,497
Available-for-sale investments:
-Revaluation – gross 16,146 - 16,146
-Revaluation – tax ( 4,353)
- ( 4,353)
-Revaluation – transfer ( 600)
- ( 600)
Currency translation:
-Group - ( 191,100) ( 191,100)
At December 31 $ 496,633 $ 597,957 $ 1,094,590
2015
Available-for-sale Currency
investments translation Total
At January 1 $ 925,998
$ 419,167
$ 1,345,165
Available-for-sale investments:
-Revaluation – gross ( 454,148)
- ( 454,148)
-Revaluation – tax 15,337 - 15,337
-Revaluation – transfer ( 1,747)
- ( 1,747)
Currency translation:
-Group - 369,890 369,890
At December 31 $ 485,440 $ 789,057 $ 1,274,497

(16) Operating revenue

Year ended Year ended
December31,2016 December31,2015
Sales revenue $ 481,249
$ 533,459
Service revenue 3,631,467 3,645,428
Lease revenue 3,360,557 3,171,094
7,473,273 7,349,981
Less: Sales returns and allowances ( 1,176)
( 1,316)
$ 7,472,097 $ 7,348,665

83

(17) Other income

Dividend income
Interest income:
Bank deposits
Imputed rate of interest for deposits
Other income
Year ended
December31,2016
106,711
$ 25,908
13
34,996
167,628
$
Year ended
December31,2015
99,096
$ 20,706
15
45,427
165,244
$

(18) Other gains and losses

Year ended Year ended
December 31,2016 December 31,2015
Net currency exchange (loss) gain ($ 9,199)
$ 21,162
Loss on disposal of property,
plant and equipment ( 12,068)
( 17,182)
Gain on disposal of investments 600 19,113
Other losses ( 19,811)
( 5,347)
($ 40,478) $ 17,746

(19) Finance costs

Interest expense:
Bank borrowings
Imputed rate of interest for deposits
Others
Year ended
December31,2016
159,792
$ 219
-
160,011
$
Year ended
December31,2015
122,630
$ 287
1
122,918
$

84

(20) Expenses by nature

Cost of sales and related fees
Employee benefit expense
Depreciation
Amortisation
Transportation expense
Vessels operation expense
Other expenses
Operating costs and operating expenses
Year ended
December31,2016
1,782,359
$ 1,568,604
1,827,674
2,290
700,423
459,293
115,437
6,456,080
$
Year ended
December31,2015
1,861,700
$ 1,573,877
1,661,536
2,240
681,751
474,383
131,744
6,387,231
$

(21) Employee benefit expense

Wages and salaries
Labor and health insurance fees
Pension cost
Other personnel expenses
Year ended
December31,2016
1,245,015
$ 78,234
126,365
118,990
1,568,604
$
Year ended
December31,2015
1,247,328
$ 78,508
133,487
114,554
1,573,877
$
  • A. According to the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees' compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2016 and 2015, employees’ compensation was both accrued at $15,000; directors’ and supervisors’ remuneration was both accrued at $6,000.

The employees’ compensation was estimated on the basis of the Company’s Articles of Incorporation and consideration of legal reserve with distributable profit of current year for the year ended December 31, 2016.

Employees’ compensation and directors’ and supervisors’ remuneration of 2015 as resolved by the meeting of Board of Directors were in agreement with those amounts recognised in the 2015 financial statements.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the meeting of board of directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

85

(22) Income tax

A. Income tax expense

  • (a) Components of income tax expense:
Current tax:
Current tax on profits for the period
Tax on unappropriated earnings
Adjustment in respect of prior years
Deferred tax:
Origination and reversal of
temporary differences
Income tax expense
Year ended
Year ended
December31,2016
December31,2015
83,653
$ 84,108
$ 35,724
29,535
30
539)
(
84,217
83,295
203,624
$ 196,399
$
Year ended
December31,2015
196,399
$
  • (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
Year ended
December 31, 2016
Fair value gains/losses on
available-for-sale financial
assets
4,353)
($ Remeasurement of defined benefit
obligations
11,524)
(
15,877)
($
Year ended
December 31, 2015
15,337
$ 5,855
21,192
$
  • (c) The income tax charged/ (credited) to equity during the period is as follows:
Year ended
December31,2016
Year ended
December31,2015

Capital surplus - changes in equity of associates and joint ventures accounted for using equity method ($ 87) ($ 135)

86

B. Reconciliation between income tax expense and accounting profit:

Tax calculated based on profit
before tax and statutory tax rate
Expenses adjusted by tax regulation
Tax exempted income by tax
regulation
Additional 10% tax on unappropriated
earnings
Adjustment in respect of prior years
Income tax expense
Year ended
December31,2016
Year ended
December31,2015
173,122
$ 4,305
9,557)
(
35,724
30
203,624
$
178,812
$ 1,371
12,780)
(
29,535
539)
(
196,399
$

87

  • C. Amounts of deferred tax assets or liabilities as a result of temporary difference, loss carryforward and investment tax credit are as follows:
Temporary differences:
-Deferred tax assets:
Unrealized sales discounts
and allowances
Unrealized compensation loss
Unrealized impairment loss
Net defined benefit liabilities
Unpaid annual leave
Subtotal
-Deferred tax liabilities:
Unrealized exchange gain
Invesments income (overseas)
Difference between depreciation
for financial reporting and tax
purposes
Unrealized gain or loss on
available-for-sale financial
assets (overseas)
Reserve for land revaluation
increment tax
Subtotal
Total
2016
January1 Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Recognized
in equity
December 31
850
$ 521
676
194,432
4,684
201,163
47)
(
910,648)
(
55,202)
(
3,239)
(
1,063,191)
(
2,032,327)
(
1,831,164)
($
850)
($ 32)
(
200)
(
14,268)
(
3,460
11,890)
(
148)
(
77,534)
(
5,355
-
-
72,327)
(
84,217)
($
-
$ -
-
(9,431)
-
9,431)
(
-
2,332)
(
-
4,114)
(
-
6,446)
(
15,877)
($
-
$ -
-
-
-
-
-
87)
(
-
-
-
87)
(
87)
($
-
$ 489
476
170,733
8,144
179,842
195)
(
990,601)
(
49,847)
(
7,353)
(
1,063,191)
(
2,111,187)
(
1,931,345)
($

88

January1
Temporary differences:
-Deferred tax assets:
Unrealized
sales discounts
and allowances
850
$ Unrealized
compensation
loss
381
Unrealized
impairment
loss
-
Provision for
bad debts
1
Unrealized
foreign exchange
loss
15
Net defined
benefit liabilities
198,522
Unpaid annual leave
4,428
Subtotal
204,197
-Deferred tax liabilities:
Unrealized
exchange gain
113)
(
Net defined
benefit liabilities
36)
(
Invesments income
(overseas)
839,202)
(
Difference between
depreciation for
financial reporting
and tax purposes
51,425)
(
Unrealized gain or
loss on available
-for-sale financial
assets (overseas)
19,041)
(
Reserve for
land revaluation
increment tax
1,063,191)
(
Subtotal
1,973,008)
(
Total
1,768,811)
($
2015 2015 2015
January1 Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Recognized
in equity
Effect of
consolidated
entity's
movement
December 31
-
$ 140
676
-
-
6,742)
(
310
5,616)
(
38)
(
-
73,864)
(
3,777)
(
-
-
77,679)
(
83,295)
($
-
$ -
-
-
-
2,837
-
2,837
-
-
2,553
-
15,802
-
18,355
21,192
$
-
$ -
-
-
-
-
-
-
-
-
135)
(
-
-
-
135)
(
135)
($
-
$ -
-
1)
(
15)
(
185)
(
54)
(
255)
(
104
36
-
-
-
-
140
115)
($
850
$ 521
676
-
-
194,432
4,684
201,163
47)
(
-
910,648)
(
55,202)
(
3,239)
(
1,063,191)
(
2,032,327)
(
1,831,164)
($

89

  • D. The Company’s income tax returns through 2014 have been assessed and approved by the Tax Authority.

  • E. Unappropriated retained earnings:

Authority.
Unappropriated retained earnings:
Earnings generated in and
before 1997
Earnings generated in and
after 1998
December31,2016
1,216,233
$ 2,487,530
3,703,763
$
December31,2015
1,216,233
$ 2,078,258
3,294,491
$
  • F. As of December 31, 2016 and 2015, the balance of the imputation tax credit account was $381,784 and $340,728, respectively. The creditable tax rate was 20.63% for 2015 and is estimated to be 15.35% for 2016.

(23) Earnings per share

estimated to be 15.35% for 2016.
Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary
shares
Employees’ compensation
Profit attributable to
ordinary shareholders of the
parent plus assumed
conversion of all dilutive
potential ordinary shares
Year Weighted average
number of ordinary
shares outstanding
(shareinthousands)
Earnings per
share (indollars)
1,067,141
0.76
$ 1,067,141
1,749
1,068,890
0.76
$ endedDecember31,2016
Amount aftertax
810,884
$ 810,884
-
810,884
$
Weighted average
number of ordinary
shares outstanding
(shareinthousands)
1,067,141
1,067,141
1,749
1,068,890
0.76
$ 0.76
$

90

YearendedDecember31, YearendedDecember31, YearendedDecember31, YearendedDecember31, 2015 2015
Weighted average
number of ordinary
shares outstanding Earnings per
Amount aftertax (shareinthousands) share (indollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent $ 843,743 1,067,141 $ 0.79
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent 843,743 1,067,141
Assumed conversion of all
dilutive potential ordinary
shares
Employees’ compensation - 1,555
Profit attributable to
ordinary shareholders of the
parent plus assumed
conversion of all dilutive
potential ordinary shares $ 843,743 1,068,696 $ 0.79
Supplemental cash flow information
Investing activities with partial cash payments:
Year ended Year ended
December31,2016 December 31,2015
Acquisition of property, plant and
equipment (including prepayments for
equipment) $ 1,720,013
$ 3,671,384
Add : opening balance of payable on
equipment 99,033 31,425
Less : ending balance of payable on
equipment ( 359,163)
( 99,033)
Cash paid during the period $ 1,459,883 $ 3,603,776

(24) Supplemental cash flow information

91

7. RELATED PARTY TRANSACTIONS

(1) Significant related party transactions and balances

  • A. Operating revenue
Operating revenue
The entities which have significant
influence to the Group
Associates
Other related parties
Year ended
December31,2016
2,058,725
$ 203,505
3,249,655
5,511,885
$
Year ended
December31,2015
2,099,931
$ 194,877
3,089,494
5,384,302
$

The terms on the above transactions with the related parties are not materially different from those with non-related parties.

  • B. Purchases of goods
with non-related parties.
Purchases of goods
The entities which have significant
influence to the Group
Associates
Other related parties
Year ended
December31,2016
130,950
$ 5,968
74,243
211,161
$
Year ended
December31,2015
131,151
$ 5,222
81,616
217,989
$

The terms on the above transactions with the related parties are not materially different from those with non-related parties.

  • C. Receivables from related parties
with non-related parties.
Receivables from related parties
Accounts receivable:
The entities which have
significant influence to
the Group
Associates
Other related parties
December31,2016
23,372
$ 19,202
772,355
814,929
$
December31,2015
14,384
$ 17,858
504,725
536,967
$

92

D. Payables to related parties

Payables to related parties
Accounts payable:
The entities which have
significant influence to
the Group
Associates
Other related parties
Subtotal
Other payables:
The entities which have
significant influence to
the Group
Other related parties
Subtotal
Total
December31,2016
27,296
$ 347
508
28,151
104
359,662
359,766
387,917
$
December31,2015
27,449
$ 192
19
27,660
3,517
17,804
21,321
48,981
$
  • E. Property transactions

  • (a) Acquisition of property, plant and equipment (including prepayments for equipment)

The entities which have significant
influence to the Group
Other related parties
Year ended
December31,2016
204
$ 1,326,923
1,327,127
$
Year ended
December31,2015
5,299
$ 1,808,181
1,813,480
$

The prices on the above transactions are in accordance with market prices and the results of agreements.

  • (b) Disposal of property, plant and equipment
Other related parties Year ended
December 31,2016
Year ended
December 31,2016
Year ended
December 31,2016
Year ended
December 31,2015
Year ended
December 31,2015
Disposal
proceeds
Gain (loss) on
disposal
Disposal
proceeds
Gain (loss) on
disposal
-
$
-
$
66
$
9)
($

F. Due to contributions to society for charity activities, the Group donated $20,476 and $25,511 to Chang Yung-Fa Foundation and Chang Yung-Fa Charity Foundation in 2016 and 2015, respectively.

93

(2) Key management compensation

Key management compensation
Short-term employee benefits
Post-employment benefits
Year ended
December31,2016
Year ended
December31,2015
23,146
$ 1,209
24,355
$
23,865
$ 2,044
25,909
$

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

The Group’s assets pledged as collateral are as follows:
Pledged assets
Other non-current assets -
pledged time deposits
December31,2016
December31,2015
121,196
$ 121,680
$


Bookvalue
Purpose
December31,2016
121,196
$
To purchase supplies
and materials and
execute contracts etc.
  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS

(1) Contingencies

None.

(2) Commitments

  • A. To meet operational needs, the Group signed loading/unloading equipment contracts amounting to USD 7,000 thousand on December 3, 2015. Capital expenditure contracted for as of December 31, 2016 but not yet incurred amounted to USD 2,100 thousand.

  • B. To meet operational needs, the Group signed container building contracts amounting to USD 10,387 thousand with a container manufacturer on November 29, 2016. Capital expenditure contracted for as of December 31, 2016 but not yet incurred amounted to USD 10,387 thousand.

10. SIGNIFICANT DISASTER LOSS

None.

94

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

  • (1) The Company declared the earnings distribution for 2016 at the Board of Directors’ meeting on March 28, 2017. The details of earnings distribution is referred to in Note 6(14).

  • (2) To meet operational needs, the Group signed container building contracts amounting to USD 11,470 thousand with a container manufacturer on March 15, 2017.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders and issue new shares to maintain an optimal capital.

(2) Financial instruments

  • A. Fair value information of financial instruments

The carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits, other financial assets, notes payable, accounts payable, other payables and guarantee deposits) are approximate to their fair values. The interest rate of long-term borrowings is approximate to the market interest rate, thus, the carrying amount can be considered reasonable as the basis for fair value estimation. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

B. Financial risk management policies

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and financial performance.

  • (b) Risk management is carried out by the Group under policies approved by the Board of Directors.

95

  • C. Significant financial risks and degrees of financial risks

  • (a)Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

  • ii. Management has set up a policy to require each subsidiary to manage their foreign exchange risk against their functional currency. Each subsidiary is required to hedge their entire foreign exchange risk exposure with the Group treasury. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • iii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other subsidiaries’ functional currency: USD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

luctuations is as follows:
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary items
KRW:NTD
Financial liabilities
Monetary items
JPY:NTD
December31,2016
Foreign
currency
amount
(In Thousands)

1,508
$ 3,071,060
2,596
Exchangerate
32.2500
0.0271
0.2756
Book value
(NTD)
48,639
$ 83,226
716

96

(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary items
KRW:NTD
Financial liabilities
Monetary items
USD:NTD
December31,2015 December31,2015
Foreign
currency
amount
(In Thousands)

2,122
$ 2,100,483
2,100
Exchangerate
32.8250
0.0281
32.8250
Book value
(NTD)
69,665
$ 59,024
68,933
  • iv. Total exchange (loss) gain, including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group in 2016 and 2015, amounted to ($9,199) and $21,162, respectively.

  • v. Analysis of foreign currency market risk arising from significant foreign exchange variation:

nalysis of foreign currency market
ariation:
risk arising from significant foreign exchange risk arising from significant foreign exchange risk arising from significant foreign exchange
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
JPY:NTD
Year ended December31,2016
Sensitivityanalysis
Degree of
variation
1%
1%
Effect on
profit or loss
486
$ 7
Effect on other
comprehensive
income
-
$ -

97

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
YearendedDecember31,2015 YearendedDecember31,2015 YearendedDecember31,2015
Sensitivity analysis
Degree of
variation
1%
1%
Effect on
profit or loss
697
$ 689
Effect on other
comprehensive
income
-
$ -

Price risk

  • i. The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated balance sheet as available-for-sale financial assets.

  • ii. The Group’s investments in equity securities comprise beneficiary certificates, domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, for the years ended December 31, 2016 and 2015, other components of equity would have increased/decreased by $210,101 and $214,573, respectively, as a result of gains/losses on equity securities classified as available-for-sale.

Interest rate risk

  • i. The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group’s borrowings are at variable rates. During the years ended December 31, 2016 and 2015, the Group’s borrowings at variable rates were denominated in the USD.

  • ii. At December 31, 2016 and 2015, if interest rates on USD-denominated borrowings had been 1% higher/lower with all other variables held constant, post-tax profit for the years ended December 31, 2016 and 2015 would have been $78,275 and $75,003 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.

98

(b)Credit risk

  • i. The Group’s transactions are conducted only with counterparties with good credit conditions. The Group’s strategy also requires that before completing transactions, the Group should perform credit confirmation procedures, consider the nature of transactions in requesting the counterparties to provide the pledged notes or guarantees, and regularly assess the collectability of notes and accounts receivable. Therefore, the Group expects no significant bad debts.

The credit risk of other financial assets (including cash and cash equivalents) mainly results from the risk of failing to meet the contract requirements by the counterparty. The maximum credit risk is equal to the book value.

  • ii. The banks and financial institutions that the Group has bank deposits and other financial instrument contracts have solid reputation and low non-performance risk. Hence, the Group has no significant credit risk.

  • iii. The ageing analysis of financial assets that were past due but not impaired is shown in Note 6(4).

  • iv.The individual analysis of financial assets that have been impaired is provided in the statement for each type of financial asset in Note 6.

(c)Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by the Group’s treasury department. The Group’s treasury department monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

  • ii. The Group invested in interest bearing deposits, time deposits and securities with residual capital. Those instruments have appropriate maturity dates and sufficient liquidity to provide sufficient capital movement. The Group has no significant liquidity risk because the Group’s holding capital at the balance sheet date is higher than accrued liability for the coming year.

  • iii.The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. As of December 31, 2016 and 2015, notes payable, accounts payable and other payables would expire within 1 year. As of December 31, 2016 and 2015, long-term borrowings are analysed based on the remaining period. The amounts disclosed in the table are the contractual undiscounted cash flows.

99

Non-derivative financial liabilities :

Non-derivative financial liabilities :
Less than
Between
Between
December 31, 2016
1year
1 and 2years
2 and5 years
Over5 years
Total
Long-term borrowings
(including current portion)
1,452,307
$ 1,423,594
$ 4,726,128
$ 192,551
$ 7,794,580
$ Less than
Between
Between
December 31, 2015
1year
1 and 2years
2 and5 years
Over5 years
Total
Long-term borrowings
(including current portion)
1,277,182
$ 1,351,519
$ 3,931,987
$ 2,045,944
$ 8,606,632
$ Non-derivative financial liabilities :
Total
7,794,580
$
December 31, 2015
Long-term borrowings
(including current portion)
  • iv. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.

(3) Fair value estimation

  • A. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(7).

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates are included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

100

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2016 and 2015 is as follows:
2016 and 2015 is as follows:
December 31, 2016
Assets:
Available-for-sale financial
assets
Equity securities
Beneficiary certificates
December 31, 2015
Assets:
Available-for-sale financial
assets
Equity securities
Beneficiary certificates
Level 1
1,487,076
$ 100,033
1,587,109
$ Level 1
1,646,218
$ 158,159
1,804,377
$
Level 2
-
$ -
-
$ Level 2
-
$ -
-
$
Level3
513,897
$ -
513,897
$ Level3
341,354
$ -
341,354
$
Total
2,000,973
$ 100,033
2,101,006
$
Total
1,987,572
$ 158,159
2,145,731
$
  • D. The methods and assumptions the Group used to measure fair value are as follows:

  • (a)The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Market quoted price Listed shares Open-end fund
Closing price Net asset value
  • (b) For high-complexity financial instruments, the fair value is measured by using self-developed valuation model based on the valuation method and technique widely used within the same industry. The valuation model is normally applied to derivative financial instruments, debt instruments with embedded derivatives or securitized instruments. Certain inputs used in the valuation model are not observable at market, and the Group must make reasonable estimates based on its assumptions. The effect of unobservable inputs to the valuation of financial instruments is provided in Note 12(3)9.

  • (c) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the

101

consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • (d) The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.

  • E. For the years ended December 31, 2016 and 2015, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2016 and 2015:

Equity securities

Opening net book amount
Acquired in the period
Gains and losses recognized in net
income (Note 1 )
Gains and losses recognized in other
comprehensive income (Note 2 )
Effect of exchange rate changes
Closing net book amount
Year ended
December31,2016
Year ended
December31,2015
341,354
$ -
-
174,813
2,270)
(
513,897
$
446,754
$ 7,197
2,294)
(
114,934)
(
4,631
341,354
$

Note 1: Recorded as non-operating income and expenses.

Note 2: Recorded as unrealized valuation gain or loss of available-for-sale financial assets.

  • G. For the years ended December 31, 2016 and 2015, there was no transfer into or out from Level 3.

  • H. Financial segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. Investment property is valuated regularly by the Group’s financial segment based on the valuation methods and assumptions announced by the Financial Supervisory Commission, Securities and Futures Bureau or through outsourced appraisal performed by the external valuer.

102

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Non-
derivative
equity
instrument:
Unlisted
shares
Fair value at
December 31,
2016
Valuation
technique
Significant
unobservable
input
Range
(weighted
average)
Relationship
of inputs to
fairvalue
513,897
$
Market
comparable
companies
Price to
earnings ratio
multiple
Price to book
ratio multiple
Discount for
lack of
marketability
8.09
1.12~1.81
30%
The higher the
multiple, the
higher the fair
value.
The higher the
multiple, the
higher the fair
value.
The higher the
discount for
lack of
marketability,
the lower the
fair value.

103

Non-
derivative
equity
instrument:
Unlisted
shares
Fair value at
December 31,
2015
Valuation
technique
Significant
unobservable
input
Range
(weighted
average)
Relationship
of inputs to
fairvalue
341,354
$
Market
comparable
companies
Price to
earnings ratio
multiple
Price to book
ratio multiple
Discount for
lack of
marketability
7.11~29.29
0.67~1.64
30%
The higher the
multiple, the
higher the fair
value.
The higher the
multiple, the
higher the fair
value.
The higher the
discount for
lack of
marketability,
the lower the
fair value.
  • J. The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in difference measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used to valuation models have changed:
Financial assets
Equity instrument
Input Change December December 31,2016 31,2016
Recognized inprofit or loss Recognized in other
comprehensive income
Favourable
change
Unfavourable
change
Favourable
change
Unfavourable
change
Price to
earnings ratio
multiple, price
to book ratio
multiple,
discount for
lack of
marketability
±1% $- $- $5,139 $5,139

104

December 31, 2015

Recognized in other Recognized in profit or loss comprehensive income Favourable Unfavourable Favourable Unfavourable Input Change change change change change Financial assets Equity instrument Price to earnings ratio multiple, price to book ratio multiple, discount for lack of ±1% $ - $ - $ 3,414 $ 3,414 marketability

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: Please refer to table 1.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.

  • D. Aggregate purchases or sales of the same securities reaching NT$300 million or 20% of the Company's paid-in capital or more: Please refer to table 3.

  • E. Acquisition of real estate reaching NT$300 million or 20% of the Company's paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of the Company's paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of the Company's paid-in capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching NT$100 million or 20% of the Company's paid-in capital or more: Please refer to table 5.

  • I. Derivative financial instruments undertaken during the reporting periods: None.

105

  • J. Significant inter-company transactions during the reporting periods: The Group has no significant inter-company transaction.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China):Please refer to table 6.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas.:None.

106

14. SEGMENT INFORMATION

(1) General information

The Group has included several operating segments with similar economic characteristics and meeting the requirements as reportable segments and have included other operating segments that do not meet the quantitative thresholds

as other segments. Products for sale and types of services of every reportable segment are summarized as follows:

  • (a) Inland transportation is the business of carrying cargo and passengers.

  • (b) Container terminals are the business of container and cargo loading.

  • (c) International marine transportation is the business of container terminals and leased ships and containers.

  • (d) Gasoline station is the business of different kinds of petroleum products sold.

  • (e) Other businesses are those not classified from (a) to (d).

(2) Measurement of segment information

  • (a) Segment profit (loss), the basis of assessing performance, is measured at operating profit (loss).

  • (b) Segment assets are measured at the basis of identifiable assets, including property, plant and equipment, investment property, intangible assets, prepayments for equipment and prepayments for lands.

  • (c) Management measurement of the performance of segments do not include information on liabilities. Therefore, the information on the segments’ liabilities are not disclosed.

107

(3) Information about segment profit or loss, assets and liabilities

The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:

Revenue from outside the
Company
Revenue from
Interdepartmental transactions
Operating profit
Identifiable assets
Depreciation and amortisation
YearendedDecember31,2016 YearendedDecember31,2016
Inland Transportation Container
Terminals
International Marine
Transportation
Gasoline Station Others Adjustments and
Write-off
Total
1,900,893
$ -
1,900,893
$ 151,692
$ 1,630,316
$ 118,644
$
574,580
$ -
574,580
$ 84,786
$ 7,979,617
$ 25,444
$
4,464,519
$ -
4,464,519
$ 718,355
$ 16,125,046
$ 1,680,198
$
478,032
$ -
478,032
$ 16,603
$ 61,293
$ 1,749
$
54,073
$ -
54,073
$ 44,581
$ 556,204
$ 3,929
$
-
$ -
-
$ -
$ -
$ -
$
7,472,097
$ -
7,472,097
$ 1,016,017
$ 26,352,476
$ 1,829,964
$
Revenue from outside the
Company
Revenue from
Interdepartmental transactions
Operating profit
Identifiable assets
Depreciation and amortisation
YearendedDecember31,2015 YearendedDecember31,2015
Inland Transportation Container
Terminals
International Marine
Transportation
Gasoline Station Others Adjustments and
Write-off
Total
1,926,920
$ 401
1,927,321
$ 162,676
$ 1,705,087
$ 106,326
$
588,722
$ 88
588,810
$ 98,682
$ 7,331,018
$ 28,120
$
4,242,811
$ 940
4,243,751
$ 638,667
$ 16,682,228
$ 1,523,494
$
497,366
$ -
497,366
$ 5,655
$ 70,128
$ 1,861
$
92,846
$ -

92,846
$
55,754
$ 993,326
$ 3,975
$
-
$ 1,429)
(
1,429)
($ -
$ -
$ -
$
7,348,665
$ -
7,348,665
$ 961,434
$ 26,781,787
$ 1,663,776
$

108

(4) Reconciliation for segment income (loss)

A reconciliation of reportable segment profit or loss to the profit before tax and discontinued operations for years ended December 31, 2016 and 2015 is provided as follows:

Year ended
December 31,2016
Reportable segments operating profit
and loss
971,436
$ Other segments operating profit and
loss
44,581
Total segments
1,016,017
Total non-operating income and
expenses
3,378)
(
Profit before tax
1,012,639
$
Year ended
December 31,2015
905,680
$ 55,754
961,434
78,252
1,039,686
$

(5) Information on products and services

Please refer to Note 6 (16) for the related information.

(6) Geographical information

Geographical information for the years ended December 31, 2016 and 2015 is as follows:

Taiwan
America
Others
Revenue
Non-current assets
6,044,982
$ 10,889,911
$ 1,359,498
15,464,095
67,617
-
7,472,097
$ 26,354,006
$ YearendedDecember31,2016
YearendedDecember31,2015 YearendedDecember31,2015
Revenue

6,044,982
$ 1,359,498
67,617
7,472,097
$
Revenue

6,136,912
$ 1,200,170
11,583
7,348,665
$
Non-current assets
10,845,066
$ 15,938,151
-
26,783,217
$

The non-current assets do not include financial instruments and pledged time deposits and deferred income tax assets.

109

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2016 and 2015 is as follows:

Evergreen
Marine
Corp.
Evergreen
International
Corp.
Evergreen
International
S.A.
Revenue
Segment
2,058,725
$ International marine
transportation, inland
transportation,
gasoline station and
container terminals
1,587,265
Inland transportation,
international marine
transportation,
container terminals,
gasoline station and
others
1,359,498
International marine
transportation
YearendedDecember31,2016
YearendedDecember31,2015 YearendedDecember31,2015
Revenue
Segment
2,099,931
$ International marine
transportation, inland
transportation,
gasoline station and
container terminals
1,600,023
Inland transportation,
international marine
transportation,
container terminals,
gasoline station and
others
1,200,170
International marine
transportation
Segment

110

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Provision of endorsements and guarantees to others

Year ended December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 1

Number
(Note 1)
Endorser /
guarantor
Party being endorsed /
guaranteed
Party being endorsed /
guaranteed
Ceiling on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount during
the year ended
December 31,
2016
Outstanding
endorsement/
guarantee
amount at
December 31,
2016
Actual amount
drawn down
Amount of
endorsements
/guarantees
secured with
collateral
Ratio of accumulated
endorsement/
guarantee
amount to net asset
value of the endorser
/ guarantor company
(%)
Ceiling on total
amount of
endorsements /
gurantees provided
(Note 3)
Provision of
endorsements
/ guarantees by
parent
company to
subsidiary
Provision of
endorsements
/ guarantees by
subsidiary to
parent
company
Provision of
endorsements
/ guarantees to
the party in
Mainland
China
Footnote
Company
name
Relationshi
p
with the
endorser/
guarantor
(Note 2)
0 Evergreen
International
Storage and
Transport
Corporation
Gaining
Enterprise
S.A.
2 32,529,287
$
8,871,169
$
7,690,045
$
7,335,295
$
-
$
35.46 32,529,287
$
Y N N Note 4

Note 1: The numbers filled in for the endorsements/guarantees provided by the Group or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:

  • (1)Having business relationship.

  • (2)The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3)The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.

  • (4)The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.

  • (5)Mutual guarantee of the trade as required by the construction contract.

  • (6)Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • Note 3: Under the Company’s “Procedures for Provision of Endorsements and Guarantees” No.13, the Company’s total guarantees and endorsements to others should not exceed 150% of the Company’s net asset value, and total guarantees and endorsements provided for a single party should not exceed 30% of the Company’s net asset value. The Company’s endorsements and guarantees provided toward its subsidiaries are not restricted by the above, but should not exceed 150% of the Company’s net asset value. The calculation is shown below:

  • The net assets based on latest financial report 21,686,191 thousand dollars × 150% = 32,529,287 thousand dollars

  • The net assets based on latest financial report 21,686,191 thousand dollars × 30% =6,505,857thousand dollars

  • Note 4: When preparing consolidated financial statements, the translations have already been written off.

111

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 2, Page 1

Securities held by Type and name of marketable
securities
Relationship with the securities
issuer
General ledger account As of December 31, 2016 As of December 31, 2016 As of December 31, 2016 As of December 31, 2016 Footnote
Number of shares
or units
Book value Ownership (%) Fair value
or net asset value
Evergreen International
Storage and Transport
Corporation
Beneficiary certificate
Yuanta De-Bao Money Market
Fund
None Available-for-sale financial
assets - current
2,520,958.90 $ 30,020 - 30,020
$
FSITC Taiwan Money Market
Fund
None Available-for-sale financial
assets - current
1,650,629.10 25,003 - 25,003
Yuanta De-Li Money Market
Fund
None Available-for-sale financial
assets - current
1,548,234.90 25,005 - 25,005
FSITC Money Market Fund None Available-for-sale financial
assets - current
113,206.69 20,005 - 20,005
Equity securities
Evergreen Marine Corp. Major institutional stockholder of
the Company
Available-for-sale financial
assets - current
16,155,240 179,323 0.46 179,323
EVA Airways Corp. Investee of the Company's major
institutional stockholder
Available-for-sale financial
assets - current
39,947,715 583,237 0.99 583,237
Central Reinsurance Corp. Investee of the Company's major
institutional stockholder
Available-for-sale financial
assets - non-current
48,788,966 724,516 8.68 724,516
Evergreen International
EngineeringCorp.
Investee of the Company's major
institutional stockholder
Available-for-sale financial
assets - non-current
715,713 - 11.93 -
Ever Accord Construction Corp. Investee of the Company's major
institutional stockholder
Available-for-sale financial
assets - non-current
8,130,882 83,635 15.27 83,635
UNI Airways Corp. Investee of the Company's major
institutional stockholder
Available-for-sale financial
assets - non-current
13,161,594 204,251 4.17 204,251
Taiwan Terminal Services Co.,
Ltd.
Subsidiary of the Company's major
institutional stockholder
Available-for-sale financial
assets - non-current
1,200,000 14,015 12.00 14,015
Dongbu Pusan Container
Terminal Co., Ltd.
None Available-for-sale financial
assets - non-current
300,000 83,226 15.00 83,226
Universal Venture Fund Inc. None Financial assets carried at cost -
non-current
379,252 3,299 2.98 3,299 Note

112

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 2, Page 2

Securities held by Type and name of marketable
securities
Relationship with the securities
issuer
General ledger account As of December 31, 2016 As of December 31, 2016 As of December 31, 2016 As of December 31, 2016 Footnote
Number of shares
or units
Book value Ownership (%) Fair value
or net asset value
Gaining Enterprise S.A. Green Peninsula Agencies Sdn.
Bhd.
None Available-for-sale financial
assets - non-current
950,000 $ 119,585 19.00 119,585
$
Greenpen Properties Sdn. Bhd. None Available-for-sale financial
assets - non-current
950,000 9,185 19.00 9,185

Note:Financial assets carried at cost - non-current consisted of stocks with no quoted market price and value cannot be measured reliably, and wherein the Company also does not possess significant influence. In accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”, these financial assets are carried at cost.

113

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Aggregate purchases or sales of the same securities reaching NT$300 million or 20% of the Company's paid-in capital or more

Year ended December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 3

Investor Type and name
of marketable
securities
(Note 1)
General
ledger account
Counterparty
(Note 2)
Relationship
with
the investor
(Note 2)
Balance as at
January 1, 2016 ( Note 4 )
Balance as at
January 1, 2016 ( Note 4 )
Addition
(Note 3)
Addition
(Note 3)
Disposal
(Note 3)
Disposal
(Note 3)
Disposal
(Note 3)
Disposal
(Note 3)
Balance as at December 31,
2016 ( Note 4 )
Balance as at December 31,
2016 ( Note 4 )
Number of
shares or units
Amount Number of
shares or units
Amount Number of
shares or units
Selling price Book value Gain (loss) on
disposal
Number of
shares or units
Amount
Evergreen
International
Storage and
Transport
Corporation
Beneficiary certificate
Mega Diamond
Money Market
Fund
Available-for-
sale financial
assets - current
4,698,946.78 $ 58,000 21,369,594.43 $ 265,000 26,068,541.21 $ 323,380 $ 323,000 $ 380 - $ -
Yuanta De-Li
Money Market
Fund
Available-for-
sale financial
assets - current
3,105,300.70 50,000 30,679,260.20 495,000 32,236,326.00 520,126 520,000 126 1,548,234.90 25,000

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.

Note 2: Fill in the columns the counterparty and relationship if securities are accounted for using equity method; otherwise leave the columns blank.

Note 3:Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more. Note 4:Valuation adjustments at year-end are not included.

114

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of the Company’s paid-in capital or more

Year ended December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 4

Purchaser / seller Counterparty Relationship with the
Counterparty
Transaction Transaction Transaction Transaction Differences in transaction terms
compared to third party
transactions
Differences in transaction terms
compared to third party
transactions
Notes/accounts receivable (payable) Notes/accounts receivable (payable) Footnote
Purchases/
Sales
Amount Percentage of
total purchases /
sales (%)
Credit term Unit price Credit term Balance Percentage of total
notes/accounts
receivable
(payable)(%)
Evergreen International
Storage and Transport
Corporation
Evergreen International
Corp.
Major institutional
stockholder of
the Company
Operating
revenues
1,587,265
$
35.95 30~60
Days
-
$
- Accounts
Receivable
$ 276,165
47.78
Evergreen Marine Corp. Major institutional
stockholder of
the Company
Operating
revenues
427,072 9.67 30~60
Days
- - Accounts
Receivable
23,372
4.04
United Stevedoring Corp. Investee of the
Company's subsidiary
accounted for using
equity method
Operating
revenues
200,090 4.53 15~60
Days
- - Accounts
Receivable
18,724
3.24
EVA Airways Corp. Investee of the
Company's major
institutional stockholder
Operating
revenues
179,493 4.07 20~60
Days
- - Accounts
Receivable
16,629
2.88
Gaining Enterprise S.A. Evergreen Marine Corp. Major institutional
stockholder of
the Company
Operating
revenues
1,631,653 53.38 30 Days - - - -
Evergreen International S.A. The main stockholder of
the major institutional
stockholder of the
Company
Operating
revenues
1,359,498 44.47 120 Days - - Accounts
Receivable
468,303
100.00

115

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Receivables from related parties reaching NT$100 million or 20% of the Company’s paid-in capital or more

December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 5

Creditor Counterparty Relationship with the
Company
Balance as at
December 31,
2016
Turnover rate
(times)
Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
Amount Action taken
Evergreen International Storage and
Transport Corporation
Evergreen International Corp. Major institutional
stockholder of the
Company
$ 276,165 7.51 -
$
- 276,165
$
-
$
Gaining Enterprise S.A. Evergreen International S.A. The main stockholder
of the major
institutional
stockholder of the
Company
468,303 3.39 - - 232,395 -

116

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Information on investees (not including investees in Mainland China)

Year ended December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 6, Page 1

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of December 31, 2016 Shares held as of December 31, 2016 Shares held as of December 31, 2016 Net income
(loss) of the
investee
during the
year ended
December 31,
2016
Investment
income (loss)
recognized by
the Company
during the
year ended
December 31,
2016
Footnote
Balance as at
December 31,
2016
Balance as at
December 31,
2015
Number. of
shares
Ownership
(%)
Book value
Evergreen
International
Storage and
Transport
Corporation
Gaining Enterprise
S.A.
Republic of
Panama
1.Ship trading, transportation
and chartering
2.Operation and investments of
container yards
3.Leases and investments of
overseas container terminals
4.Marine transportation related
business
4,977,435
$
4,977,435
$
1,570,000 100.00 10,919,029
$
456,079
$
456,079
$
Subsidiary of the
Company
(Note 2)
Shun An Enterprise
Corp.
Taiwan Management consulting and
employment agency
20,000 20,000 2,000,000 80.00 25,054 3,861 3,089 Subsidiary of the
Company
(Note 2)
Ever Reward Logistics
Corp.
Taiwan International trading, packing,
forwarding agency, storage and
warehousing, information
administration
22,777 22,777 740,000 30.00 26,137 17,349 5,204 Investee of the
Company
accounted for
using equity
method
Taipei Port
Container Terminal
Corp.
Taiwan Container distribution and cargo
stevedoring
507,619 507,619 50,761,905 9.76 448,283 60,555)
(
5,911)
(
Investee of the
Company
accounted for
using equity
method
Gaining Enterprise
S.A.
Hazel Investment
(Netherlands)
N.V.
Curacao Investment Business 378,051 378,051 4,200 70.00 315,528 8,803)
(
6,162)
(
Indirect
subsidiary of the
Company
(Note 1)
(Note 2)

117

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Information on investees (not including investees in Mainland China)

Year ended December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 6, Page 2

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of December 31, 2016 Shares held as of December 31, 2016 Shares held as of December 31, 2016 Net income
(loss) of the
investee
during the
year ended
December 31,
2016
Investment
income (loss)
recognized by
the Company
during the
year ended
December 31,
2016
Footnote
Balance as at
December 31,
2016
Balance as at
December 31,
2015
Number. of
shares
Ownership
(%)
Book value
Hazel Investment
(Netherlands) N.V.
Hazel Estate B.V. Netherlands Investment Business 533,723
$
533,723
$
40 100.00 449,959
$
7,990)
($
7,990)
($
Indirect
subsidiary of the
Company
(Note 1)
(Note 2)
Hazel Estate B.V. Taipei Port
Container Terminal
Corp.
Taiwan Container distribution and cargo
stevedoring
506,019 506,019 50,601,940 9.73 447,074 60,555)
(
5,891)
(
Investee of the
Company’s
indirect
subsidiary
accounted for
using equity
method
Shun An
Enterprise
Corporation
United Stevedoring
Corp.
Taiwan Cargo and labor service stevedoring 25,000 25,000 2,500,000 50.00 30,758 7,738 3,869 Investee of the
Company’s
subsidiary
accounted for
using equity
method

Note 1:Initial investments amount was denominated in foreign currency, and converted to NTD based on spot rate on balance sheet date. Note 2:The investment is a consolidated entity. The transaction was eliminated when the consolidated financial statements were prepared.

118

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES

Information on investments in Mainland China- basic information

Year ended December 31, 2016

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Table 7

Table 7
Investee in Mainland
China
Main business activities Paid-in Capital Investment
method
(Note 1)
Accumulated
amount of
remittance
from Taiwan
to Mainland
China as of
January 1,
2016
Amount remitted from
Taiwan to Mainland
China/ Amount remitted
back to Taiwan during the
year ended
December 31, 2016
Accumulated
amount of
remittance
from Taiwan
to Mainland
China as of
December 31,
2016
Net income
(loss) of the
investee
during the
year ended
December 31,
2016
Ownership
held by the
Company
(direct or
indirect)
(%)
Investment
income (loss)
recognized by
the Company
during the
year ended
December 31,
2016
(Note 2)
Book value
of
investments
in Mainland
China as of
December
31, 2016
Accumulated
amount of
investment
income
remitted back
to Taiwan as
of December
31, 2016
Footnote
Remitted to
Mainland
China
Remitted back
to Taiwan
(Note 3)
Qingdao Evergreen
Container Storage &
Transportation
Co.,Ltd.
1. Main businesses:
Inland container transportation,
storage, loading, discharging, repair,
cleaning and related activities.
2. Impact on operations of the
Company:
Increase investment income.
196,223
$
2 27,870
$
-
$
36,950
$
-
$
203,135
$
15.00 32,212
$
68,052
$
-
$
Investment
Income
(loss) Note
2 (2) B
Name of the company Accumulated amount of remittance
from Taiwan to Mainland China as
of December 31, 2016
Investment amount approved
by the Investment
Commission of the Ministry
of Economic Affairs (MOEA)
Ceiling on investments in Mainland China
imposed by the Investment Commission of
MOEA
Evergreen
International Storage
and Transport
Corporation
-
$
112,875
$
13,096,608
$
  • Note 1: Investment methods are classified into the following three categories:

  • (1) Directly invest in a company in Mainland China.

  • (2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.: Gaining Enterprise S.A.

  • (3) Others.

  • Note 2: In the ‘Investment income (loss) recognized by the Company for the year ended December 31, 2016’ column:

  • (1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.

  • (2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:

  • A. The financial statements that are audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.

  • B. The financial statements that are audited and attested by R.O.C. parent company’s CPA.

  • C. Others.

  • Note 3: Capital stock reduction of investment accounted for using equity method.

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