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EMC AGM Information 2016
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AGM Information
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Stock Code: 2603
EVERGREEN MARINE CORP. (TAIWAN) LTD.
2016 Annual General Shareholders' Meeting
Meeting Minutes
June 22, 2016
THIS IS A TRANSLATION OF THE MINUTES FOR THE 2016 ANNUAL SHAREHOLDERS' MEETING (THE "MINUTES") OF EVERGREEN MARINE CORP. (TAIWAN) LTD. (THE "COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
EVERGREEN MARINE CORP. (TAIWAN) LTD.
Minutes of 2016 Annual General Shareholders' Meeting
Meeting Time: June 22 (Wednesday), 2016 9:00 am
Meeting Location: Conference Hall (the 15th floor) No. 163 Sec. 1, Hsin-Nan Road, Lu-Chu Dist., Taoyuan City, Taiwan (R.O.C.)
- Attendance: There are 3,512,355,986 shares issued by the Company, the number of shareholder representatives attending (electronic voting and by proxy are included) make up 2,117,473,209 shares, reaching 60.28% of the total issued shares.
- Chairman: Chang, Cheng-Yung, the Chairman of the Board
- Secretary: Huang, Kuan-Wei
Attendants as guest: Wu, Chin-Shun, Independent Director / Chang, Chia-Chee, Independent Director / Chen, Ching-Kuhn, Independent Director / Lee, Mong-Jye, Director / Hu, Daw-Ming, Director / Hsieh, Huey-Chuan, Director / Ko, Lee-Ching, Supervisor / Ku Lai, Mei-Hsueh, Supervisor
- I. Report the total number of shares represented at this AGM and announce commencement of the meeting.
- II. Chairman's Address: Omitted.
- III. Discussion Items:
Proposed by the Board of Directors
Proposal: Proposal to amend the Company's "Articles of Incorporation." Amendments shown in a comparison table on the Handbook (page 6). Please discuss.
Description:
-
In accordance with the Article 235, 240 and 235-1 of the revised Company Act announced on May 20, 2015 by Order No. 10400058161 and Letter No. 10402413890 of the Ministry of Economic Affairs, we are to amend the Company's "Articles of Incorporation."
-
- Highlights of the amendments:
- a. If the Company makes profit in a fiscal year, employees' compensation, no less than $0.5%$ of the profit, and remuneration of directors and supervisors, no more than $\bar{5}$ % of the profit, shall be set aside. The amount of employees' compensation, remuneration of directors and supervisors, and the payment method of employees' compensation shall be determined by a resolution adopted by a majority vote at a board of directors' meeting attended by two-thirds or more of the directors and be reported at a shareholder's meeting.
- b. Amend the original Article 26 to Article 26-1 and delete employees bonuses, and remuneration of directors and supervisors paragraph.
Resolution: Approved after voting.
Total votes at the time of voting were 2,127,982,374 votes (including 957,716,047 electronic votes).
| Voting Results | % of the total votes at the time of voting |
|---|---|
| Approval votes were 1,815,985,432 votes (including 805,432,960 electronic votes) |
85.33% |
| Disapproval votes were 358,195 votes (including 358,195 electronic votes) |
0.01% |
| Invalid votes were 0 vote | $0\%$ |
| Abstention votes/no votes were 311,638,747 votes (including 151,924,892 electronic votes) |
14.64% |
IV. Report Items:
- A. Report of the Company's 2015 Business Operation (Handbook pages 9-14).
- B. Supervisors' report for the year ended December 31, 2015 (Handbook page $33).$
- C. Report of not setting aside Employees' Compensation and Remuneration of Directors and Supervisors: Since there was no profit in fiscal year 2015, the Company does not set aside employees' compensation and remuneration of directors and supervisors pursuant to the revised Article 26 of Articles of Incorporation.
V. Ratification and Discussion Items
Proposed by the Board of Directors
Proposal 1: Ratification of the 2015 Business Report and Audited Financial Statements. (Handbook pages 9-31.) Please ratify.
Description: The 2015 Business Report and Financial Statements of the Company have been reviewed by PricewaterhouseCoopers, Taiwan, and have also been reviewed and audited by the Supervisors.
Resolution: Approved after voting.
Total votes at the time of voting were 2,127,982,374 votes (including 957,716,047 electronic votes).
| Voting Results | % of the total votes at the time of voting |
|---|---|
| Approval votes were 1,808,088,154 votes (including 797,535,682 electronic votes) |
84.96% |
| Disapproval votes were 343,676 votes (including 343,676 electronic votes) |
0.01% |
| Invalid votes were 0 vote | $0\%$ |
| Abstention votes/no votes were 319,550,544 votes (including 159,836,689 electronic votes) |
15.01% |
Proposed by the Board of Directors
Proposal 2: Ratification of 2015 earnings distribution. (Handbook page 32.) Please Ratify.
Description: The net loss for fiscal year 2015 is NT\$4,408,078,587. After adding unappropriated retained earnings of previous years, there is still appropriable earnings for the year ended Dec. 31, 2015. But based on the principle of stabilization for sustainable management of the Company, it is proposed to reserve all appropriable earnings to meet future needs and not to allocate dividends.
Resolution: Approved after voting.
Total votes at the time of voting were 2,127,982,374 votes (including 957,716,047 electronic votes).
| Voting Results | % of the total votes at the time of voting |
|---|---|
| Approval votes were 1,815,976,733 votes (including 805,424,261 electronic votes) |
85.33% |
| Disapproval votes were 434,000 votes (including 434,000 electronic votes) |
$0.02\%$ |
| Invalid votes were 0 vote | $0\%$ |
| Abstention votes/no votes were 311,571,641 votes (including 151,857,786 electronic votes) |
14.64% |
Proposed by the Board of Directors
Proposal 3: Discussion to approve the lifting of director non-competition restrictions. Please review and discuss.
Description:
-
- Directors who, for themselves or others run businesses which are within the business scope of the Company, shall report to and obtain permission from the shareholders' meeting in accordance with Article 209 of Company Act.
-
- Information of the Directors who concurrently serve in a position of other companies is as follows:
| Name | The positions directors serve in other companies |
The business item same to the Company |
|---|---|---|
| Mr. Chang, Cheng- Yung of |
Director and President of Greencompass Marine S.A. Gaining Director and President of Enterprise S.A. |
Ship Transportation |
| (Representative Airline Evergreen Service Corporation) |
Director of Taipei Port Container Terminal Corporation Multi Bina President of Pt. Pura International |
Container Distributing Center Business |
| Name | The positions directors serve in other companies |
The business item same to the Company |
||
|---|---|---|---|---|
| Mr. Chang, Cheng- |
Director of Qingdao Evergreen Container Storage & Transportation Co., Ltd. |
|||
| Yung of (Representative) Airline Evergreen |
Director of Vip Greenport Joint Stock Company |
Container Distributing Center Business |
||
| Service Corporation) | and Secretary of Everport Director Terminal Services Inc. |
|||
| Mr. Chang, Kuo-Hua $of \sqrt{ }(Representative)Evergreeninternational S.A.)$ |
Director of Evergreen International Storage & Transport Corporation |
Ship Transportation $\&$ Container Distributing Center Business |
||
| Director and Secretary of Greencompass Marine S.A. |
||||
| Director of Gaining Enterprise S.A. | Ship Transportation | |||
| Mr. Lee, Mong-Jye (Representative of Yung-Fa Chang |
Director of PT. Evergreen Shipping Agency Indonesia |
|||
| Charity Foundation ) | Director of Pt. Multi Bina Pura International |
Container | ||
| Director of Everport Terminal Services Inc. |
Distributing Center Business |
|||
| Mr. Hu, Daw-Ming (Representative $\sigma f$ Evergreen international S.A.) |
Director of Taipei Port Container Terminal Corporation |
Container Distributing Center Business |
- The aforementioned directors are also directors of other companies without prejudice to the interests of the Company. Therefore, lifting of director non-competition restriction is proposed to the shareholders' meeting for approval.
Resolution: Approved after voting.
Total votes at the time of voting were 2,127,982,374 votes (including 957,716,047 electronic votes).
| Voting Results | % of the total votes at the time of voting |
|---|---|
| Approval votes were 1,767,957,396 votes (including 757,404,924 electronic votes) |
83.08% |
| Disapproval votes were 651,900 votes (including 651,900 electronic votes) |
$0.03\%$ |
| Invalid votes were 0 vote | $0\%$ |
| Abstention votes/no votes were 359,373,078 votes (including 199,659,223 electronic votes) |
16.88% |
VI. Extraordinary Motions: None.
VII. Meeting Adjournment.
- Notes 1: The meeting minutes was recorded in accordance with the provision of paragraph 4 of Article 183 of the Company Law. The meeting audio recording still prevails regarding the meeting content, proceedings and shareholders' statements.
- Notes 2: Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00%.
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
Comparison Table for the Article of Incorporation Before and After Amendments
| After Amendments | Before Amendments | Reason for Amendment |
|---|---|---|
| Article 26: | Article 26: | Per Article 235-1 of the |
| If the Company makes | If the Company reports a | Company Act and the |
| profit in a fiscal year, | surplus at the year end, | Letter Jing-Shang-Zi No. |
| employees' compensation, | after clearing taxes, the | 10402413890 issued by |
| no less than 0.5% of the | Company shall first |
the Ministry of |
| profit, and remuneration | offset losses from |
Economic Affairs, this |
| of directors and |
previous years (if any), | article is established: |
| supervisors, more no |
then set aside $10\%$ of the | 1. Item 1 establishes the |
| than 5% of the profit, | balance as the statutory | percentage to set aside |
| shall be aside. set |
surplus reserve, and set | out of the profit for |
| However, the in case |
aside or reverse special | employees' |
| Company has |
surplus reserve per the | compensation and |
| accumulated losses, the | provisions. After that, |
remuneration of |
| Company shall reserve |
the Board of Directors | directors and |
| offset amount to an accumulated |
shall propose a |
supervisors, if the |
| losses beforehand. |
distribution plan for the | Company makes any |
| The employees' compensation |
balance plus the retained | profit during a year. |
| and the remuneration of | earnings accrued from |
2. Item 2 establishes the |
| directors and supervisors | prior years, submit the distribution plan to the |
distribution method for |
| be shall aside set |
shareholders' meeting |
employees' |
| afterwards according to | for approval, and then | compensation and the remuneration of |
| the principles mentioned | distribute it. Employee | directors and |
| above. | bonuses shall be no less | supervisors. |
| The employees' |
than 0.5% of the |
3.Per Article 235-1 of |
| shall compensation be |
distributed amount, |
the Company Act, Item |
| distributed in the form of | while the remuneration | 3 defines the "profit" |
| stock or cash; while the | $\circ$ f directors and |
mentioned in Item 1. |
| remuneration of directors | supervisors shall be no | 4. Item 4 establishes that |
| and supervisors shall be | more than 5% of the total | the amount of |
| distributed only in the | distributed amount. | employees' |
| form of cash. | The dividends shall be | compensation and the |
| The profit in item 1 | distributed the in |
remuneration οf |
| refers to profit before tax | combination of cash and | directors and |
| without deducting |
stocks, provided that |
supervisors as well as |
| employees' | cash dividends shall not | the distribution method |
| compensation and |
be less than 10% of the | of employees' |
| remuneration of directors | total amount of |
compensation shall be |
| and supervisors. | dividends. | determined by a |
| After Amendments | Before Amendments | Reason for Amendment | |
|---|---|---|---|
| The amount of |
special resolution from | ||
| employees' compensation | the Board of Directors, | ||
| and remuneration of |
|||
| directors and supervisors | and reported at a |
||
| as well as the payment | shareholders' meeting. | ||
| method of employees' | |||
| compensation shall | |||
| be determined by |
|||
| a resolution adopted by a |
|||
| majority vote at a board | |||
| of directors' meeting | |||
| attended by two-thirds or | |||
| more of the directors and | |||
| be b reported at a |
|||
| shareholder's meeting. | |||
| Article 26-1: | 1. Move | ||
| If the Company reports a | the original Article 26 to this item. |
||
| surplus at the year end, | 2.Per the revision of the | ||
| after clearing taxes, the | Article 235 of the |
||
| shall Company first |
Company Act, remove | ||
| offset losses from |
items | ||
| previous years (if any), | regarding employee bonuses, |
||
| then set aside 10% of the | revise item 1, and |
||
| balance as the statutory | delete the following: | ||
| surplus reserve, and set | "Employee bonuses |
||
| aside or reverse special | shall be no less than | ||
| surplus reserve per the | $0.5\%$ of the distributed | ||
| provisions. After that, | amount, while the |
||
| the Board of Directors | remuneration of |
||
| shall propose a surplus | directors and |
||
| distribution plan of the | supervisors shall be no | ||
| balance plus the retained | more than 5% of the | ||
| earnings accrued from | total distributed |
||
| prior years, submit the | amount." | ||
| distribution plan to the | 3. The distribution of |
||
| shareholders' meeting | earnings is the right of | ||
| for approval, and then | shareholders. | ||
| distribute it. | Employees and |
||
| The dividends shall be | directors and |
||
| distributed in the |
supervisors are not the | ||
| combination of cash and | object of the surplus | ||
| stocks, provided that |
allocation. Thus, to |
| After Amendments | Before Amendments | Reason for Amendment |
|---|---|---|
| cash dividends shall not be less than $10\%$ of the total amount 0f dividends. |
make it clear, item 1 defines that the distribution plan proposed by the Board of Directors is the distribution plan for surplus. |
|
| Article 29: Added the following sentence to the original article: "The 42nd amendment was made on June 22, 2016." |
Article 29: Omitted. |
To add the amendment date. |
$\label{eq:2.1} \mathcal{L}{\mathcal{A}}(\mathcal{A}) = \mathcal{L}{\mathcal{A}}(\mathcal{A}) = \mathcal{L}_{\mathcal{A}}(\mathcal{A})$
| Assets | Notes | December 31, 2015 AMOUNT |
December 31, 2014 AMOUNT % |
||||
|---|---|---|---|---|---|---|---|
| Current assets | % | ||||||
| Cash and cash equivalents | 6(1) | \$ 32,834,520 |
17 | -\$ | 32,826,541 | 17 | |
| Held-to-maturity financial assets - current | 6(3) | 200,000 | |||||
| Notes receivable, net | 39,624 | 68,095 | |||||
| Accounts receivable, net | 6(4) | 10,783,582 | 6 | 14, 167, 175 | 8 | ||
| Accounts receivable, net - related parties | $7_{\circ}$ | 762,913 | 451,085 | ||||
| Other receivables | 320,983 | 441,545 | |||||
| Other receivables - related parties | 7 | 470,771 | 318,063 | ||||
| Current income tax assets | 226,444 | 2,788 | |||||
| Inventories | 6(5) | 2,798,186 | 1 | 4,492,807 | $\mathfrak{2}$ | ||
| Prepayments | 917,626 | I | 1,005,630 | 1 | |||
| Other current assets | 6(6), 7 and 8 | 2,817,350 | 2 | 3,495,230 | $\overline{\mathbf{c}}$ | ||
| Current assets | 52, 171, 999 | 27 | 57,268,959 | 30 | |||
| Non-current assets | |||||||
| Available-for-sale financial assets - | 6(2) | ||||||
| non-current | 2,576,927 | 1 | 2,211,369 | 1 | |||
| Held-to-maturity financial assets - | 6(3) | ||||||
| non-current | 220,000 | 370,000 | |||||
| Investments accounted for using equity | 6(7) | ||||||
| method | 24, 584, 558 | 13 | 23,550,100 | 13 | |||
| Property, plant and equipment, net | $6(8)$ , 7 and 8 | 107,619,180 | 56 | 99,524,289 | 53 | ||
| Investment property, net | $6(9)$ and $8$ | 1,967,025 | $\mathbf{I}$ | 1,987,214 | $\mathbf{1}$ | ||
| Intangible assets | 22,371 | 22,578 | |||||
| Deferred income tax assets | 6(28) | 489,531 | 386,009 | ||||
| Other non-current assets | $6(10)$ and 8 | 3,000,616 | $\overline{2}$ | 3,614,489 | $\overline{c}$ | ||
| Non-current assets | 140,480,208 | 73 | 131,666,048 | 70 | |||
| Total assets | \$ 192,652,207 |
100 | \$ | 188,935,007 | 100 |
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
TEARS ENDED DECEMBER 31
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
$\hat{\mathcal{A}}$
$\bar{z}$
(Continued)
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
TEARS ENDED DECEMBER 31
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
$\mathbf{r}$
j.
$\bar{\beta}$
| December 31, 2015 | December 31, 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity Current liabilities |
Notes | AMOUNT | $\%$ | AMOUNT | $\%$ | |||
| Accounts payable | \$ 12,658,949 |
|||||||
| Accounts payable - related parties | 7 | 192,562 | 6 | \$ | 14, 385, 345 667,569 |
8 | ||
| Other payables | 1,826,325 | 1 | 2,399,967 | 1 | ||||
| Other payables - related parties | 7 | 133,170 | 118,835 | |||||
| Current income tax liabilities | 217,478 | 900,973 | 1 | |||||
| Other current liabilities | $6(11)$ and 7 | 24, 327, 683 | 13 | 22,180,734 | 12 | |||
| Current liabilities | 39, 356, 167 | $20\,$ | 40,653,423 | 22 | ||||
| Non-current liabilities | ||||||||
| Corporate bonds payable | 6(12) | 3,000,000 | $\overline{c}$ | 3,000,000 | 1 | |||
| Long-term loans | 6(13) | 71,095,549 | 37 | 61,022,348 | 32 | |||
| Deferred income tax liabilities | 6(28) | 961,391 | $\tilde{\phantom{a}}$ | 1,196,839 | 1 | |||
| Other non-current liabilities | 6(14)(15) | 16,944,498 | 9 | 18,226,064 | 10 | |||
| Non-current liabilities | 92,001,438 | 48 | 83, 445, 251 | 44 | ||||
| Total liabilities | 131, 357, 605 | 68 | 124,098,674 | 66 | ||||
| Equity attributable to owners of the parent | ||||||||
| Capital | 6(17) | |||||||
| Common stock | 35,123,560 | 18 | 34,775,802 | 18 | ||||
| Capital surplus | 6(18) | |||||||
| Capital surplus | 7,986,633 | 4 | 7,292,458 | 4 | ||||
| Retained earnings | 6(19) | |||||||
| Legal reserve | 9,233,242 | 5 | 9,115,638 | 5 | ||||
| Special reserve | 828,940 | |||||||
| Unappropriated retained earnings | 2,561,825 | 1 | 7,240,507 | 4 | ||||
| Other equity interest | 6(20) | |||||||
| Other equity interest | 3,095,787 | 2 | 1,627,440 | $\mathbf{I}$ | ||||
| Equity attributable to owners of the | ||||||||
| parent | 58,001,047 | 30 | 60,880,785 | 32 | ||||
| Non-controlling interest | 3,293,555 | 2 | 3,955,548 | $\overline{2}$ | ||||
| Total equity | 61, 294, 602 | 32 | 64,836,333 | 34 | ||||
| Significant contingent liabilities and | 9 | |||||||
| unrecognised contract commitments | ||||||||
| Significant events after the balance sheet | 11 | |||||||
| date | ||||||||
| Total liabilities and equity | \$ 192,652,207 |
100 | \$ | 188,935,007 | 100 |
The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 29, 2016.
$\bar{z}$
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31 (Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Year ended December 31 $\frac{1}{2015}$ $2014$ AMOUNT Items Notes AMOUNT ℅ $\%$ Operating revenue $6(21)$ and 7 $\mathbb S$ 133,813,687 100 $\mathsf{\$}$ 144, 284, 374 100 Operating costs $6(26)(27)$ and 7 132, 194, 363) ( 99)( 136, 937, 148) ( 95) Gross profit 1,619,324 $\mathbf{I}$ 7,347,226 5 Unrealised profit from sales 84,261) $2,104)$ $\overline{(}$ $-$ ( Realised profit on from sales 5,252 105 Gross profit, net 1.540.315 $\mathbf{I}$ 7,345,227 5 Operating expenses $6(26)(27)$ and 7 $5,701,090$ ( $4)$ ( 5,754,712)( $4)$ $\overline{(\ }$ Other gains, net $6(22)$ 313,749 2,167,500 $\mathbf{1}$ Operating (loss) profit $\overline{2}$ 3,847,026)( $3)$ 3,758,015 Non-operating income and expenses Other income $6(23)$ 695,808 1,260,546 $\mathbf{1}$ Other gains and losses $6(24)$ $\overline{(\ }$ 84,441) 253,192 986,094)( Finance costs $6(25)$ $\overline{(\ }$ $1)$ ( 539,372) Share of loss of associates and joint ventures accounted for using equity method 460,743) $1,520,638$ ( $1)$ Total non-operating income and expenses 835,470) ( $1)$ ( 546,272) L. (Loss) profit before income tax $4,682,496$ ) ( $4)$ 3, 211, 743 $\overline{2}$ Income tax expense $6(28)$ 56,801) 1,176,694)( $1)$ $\overline{a}$ $\overline{(\ }$ (Loss) profit for the year $($ \$ 4,739,297)( 4) \$ 2,035,049 $\,$ I
(Continued)
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
$\ddot{\phantom{a}}$
$\ddot{\phantom{0}}$
$\sim$
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2015 | 2014 | ||||||
| Items | Notes | AMOUNT | $\%$ | AMOUNT | $\%$ | ||
| Other comprehensive income (loss), net | |||||||
| Components of other comprehensive | |||||||
| income that will not be reclassified to profit or loss |
|||||||
| (Loss) gain on remeasurements of defined | |||||||
| benefit plans | $($ \$ | 162,439) | \$ | 7,492 | |||
| Share of other comprehensive loss of | |||||||
| associates and joint ventures accounted for | |||||||
| using equity method, components of other | |||||||
| comprehensive income that will not be | |||||||
| reclassified to profit or loss | ( | 154,579) | $\sqrt{ }$ | 20,741) | |||
| Income tax related to components of other comprehensive income that will not be |
|||||||
| reclassified to profit or loss | |||||||
| Components of other comprehensive | 22,440 | 13,236 | |||||
| income that will not be reclassified to | |||||||
| profit or loss | 294, 578) | - ( | 13) | ||||
| Components of other comprehensive | |||||||
| income that will be reclassified to profit or | |||||||
| loss. | |||||||
| Exchange differences on translating the | |||||||
| financial statements of foreign operations | 327,271 | 2,073,737 | 2 | ||||
| Unrealised gain on valuation of | |||||||
| available-for-sale financial assets | 1,039,584 | 1 | 235,857 | ||||
| Share of other comprehensive (loss) | |||||||
| income of associates and joint ventures | |||||||
| accounted for using equity method, | |||||||
| components of other comprehensive income that will be reclassified to profit or |
|||||||
| loss | 209,339) | ||||||
| Income tax relating to the components of | € | 299,604 | |||||
| other comprehensive loss | 11,789) | 14,932) | |||||
| Components of other comprehensive | |||||||
| income that will be reclassified to | |||||||
| profit or loss | 1,145,727 | 2,594,266 | 2 | ||||
| Other comprehensive income for the year, | |||||||
| net of income tax | \$ | 851,149 | \$ | 2,594,253 | 2 | ||
| Total comprehensive (loss) income for the | |||||||
| year | `\$ | $3,888,148$ ( | 3) | $\overline{\mathcal{X}}$ | 4,629,302 | 3 | |
| (Loss) profit, attributable to: | |||||||
| Owners of the parent | $\frac{3}{3}$ | $4,408,079$ ( | 7 | 1,155,924 | |||
| Non-controlling interest | 331,218) | $\frac{3}{2}$ | 879,125 | ||||
| Comprehensive (loss) income attributable | |||||||
| to: | |||||||
| Owners of the parent | (\$ | $3,226,155$ ) ( | 3) | $\frac{3}{2}$ | 3,601,295 | ||
| Non-controlling interest | $\underline{\textcircled{f}}$ | 661,993) | \$ | 1,028,007 | 1 | ||
| (Loss) earnings per share (in dollars) 6(29) |
|||||||
| Basic (loss) earnings per share | । १ | $1.26$ ) | 0.33 | ||||
| Diluted (loss) earnings per share | $\overline{\mathcal{L}}$ | 1.26) | $\overline{\mathcal{S}}$ | 0.33 | |||
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 29, 2016.
$\sim$
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Expressed in thousands of New Taiwan dollars, except as otherwise ind
| Retained Earnings | Other equity interest | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Common stock | Capital surplus |
Legal reserve | Special reserve |
Unappropriated retained carnings |
Exchange differences on translating the financial statements of foreign operations |
Unrealised gain or loss on available-for- sale financial assets |
Hedging instrument gain (loss) on effective hedge of cash flow hedges |
Total | Non-controlling interest |
Total equity | |||
| Year 2014 | ||||||||||||||
| Balance at January 1, 2014 | \$34,749.523 | \$7,271,957 | \$9,115,638 | \$5,814,993 | \$ | 1,109,539 | $($ \$ | $804.815$ ) (\$ 36,456) | ||||||
| Appropriations of 2013 earnings | 12.331 - \$ |
\$57,232.71 | 3 | 2,927,541 | \$60,160,251 | |||||||||
| Reversal of special reserve | 4.986,053) | 4.986,053 | ||||||||||||
| Conversion of convertible bonds into common stock |
6(17) | 26,279 | 23,555 | |||||||||||
| Stock warrants of convertible bonds | 6(18) | $4,632$ ) | 49.834 | $\overline{\phantom{a}}$ | 49,834 | |||||||||
| Adjustments to share of changes in equity of associates and joint ventures |
6(18) | $\bullet$ | 1.578 | $\overline{\phantom{a}}$ | $4,632$ ) | $\sim$ | $4,632$ ) | |||||||
| Profit for the year | $\overline{\phantom{a}}$ | $\bullet$ | 1.155.924 | 1,578 | $\sim$ | 1.578 | ||||||||
| Other comprehensive income (loss) for the 6(20) усаг |
11,009 | 2, 161, 513 | 672.975 | 378,108 | 1,155,924 2,445.371 |
879,125 | 2,035,049 | |||||||
| Balance at December 31, 2014 | \$34,775,802 | \$7,292,458 | \$9,115,638 | 828,940 | 7,240,507 | \$1,356.698 | \$636,519 | 365,777 (5) |
148,882 | 2,594,253 | ||||
| Year 2015 | \$60,880,785 | 3,955,548 | 64,836,333 | |||||||||||
| Balance at January 1, 2015 | \$34,775,802 | \$7,292,458 | \$9.115,638 | 828,940 \$ |
\$ | 7,240,507 | \$1,356,698 | \$636,519 | ( 365,777) |
\$60,880,785 | 3,955,548 | \$64,836,333 | ||
| Appropriations of 2014 earnings Legal reserve |
6(19) | |||||||||||||
| Reversal of special reserve | $\overline{\phantom{a}}$ | 117,604 | $117.604$ ) | |||||||||||
| Stock dividends | 828,940) | 828,940 | ||||||||||||
| Cash dividends | 347,758 | 347,758) | ||||||||||||
| Adjustments to share of changes in equity 6(18) of associates and joint ventures |
$\sim$ | 347,758) | 347,758) | $\overline{\phantom{a}}$ | 347.758) | |||||||||
| Loss for the year | 694, 175 | $\sim$ $\sim$ | 694,175 | $\overline{\phantom{a}}$ | 694,175 | |||||||||
| Other comprehensive income (loss) for the $6(20)$ year |
$\sim$ | 4,408,079) 286,423) |
798.388 | 825,331 | 4,408,079) | $331,218$ ) | 4.739.297) | |||||||
| Balance at December 31, 2015 | \$35,123,560 | \$7,986,633 | \$9,233,242 | 2.561,825 | \$2,155,086 | \$1.461.8 | 155,372 521,149 $^{\circ}$ |
1,181,924 \$58,001,047 |
330,775) 3,293,555 |
851,149 61,294,602 |
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 29, 2016.
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(Expressed in thousands of New Taiwan Dollars)
| Notes | 2015 | 2014 | ||
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Consolidated (loss) profit before tax | $($ \$ | |||
| Adjustments | 4,682,496) | \$ 3, 211, 743 |
||
| Adjustments to reconcile profit (loss) | ||||
| Financial assets at fair value through profit or loss | 6(24) | 5,258 | ||
| Depreciation | 6(8)(9) | 8,192,869 | 7,709,649 | |
| Amortization | 6(26) | 12,869 | 13,557 | |
| Bad debts expense | 6(4) | 24,155 | 27,675 | |
| Amortization of bond discounts | 7,293 | |||
| Interest income | 6(23) | ( | $230,050$ ) ( | 326,060 |
| Interest expense | 6(25) | 986,094 | 539,372 | |
| Dividend income | 6(23) | $\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\over$ | $137,552$ ) ( | 142,227 |
| Realized loss from available-for-sale financial assets | 6(24) | 717,713 | ||
| Gain on disposal of investments accounted for using | ||||
| equity method | ( | 131,351) | ||
| Share of loss of associates and joint ventures accounted | ||||
| for using equity method | 460,743 | 1,520,638 | ||
| Net gain on disposal of property, plant and equipment | 6(22) | ( | $313,749$ ) ( | 2,167,500) |
| Net loss on disposal of intangible assets | 5 | |||
| Gain on disposal of investments Realized income with affiliated companies |
69,269) | |||
| $\big($ | $14,184$ ) ( | 8,932) | ||
| Unrealized income with affiliated companies Changes in operating assets and liabilities |
84,261 | 1,999 | ||
| Changes in operating assets | ||||
| Notes receivable, net | ||||
| Accounts receivable | 31,052 | 40,481 | ||
| Accounts receivable, net - related parties | 3,764,309 $\left($ |
768,100) | ||
| Other receivables | $\overline{(\ }$ | $318,423$ ) ( | 101,828) | |
| Other receivables - related parties | 127,651 | 83,980 | ||
| Inventories | € | 140,943) 1,841,054 |
43,800 | |
| Prepayments | 123,444 | 971,906 | ||
| Other current assets | $\left($ 776,113 $\left($ |
51,905) 428,385) |
||
| Other non-current assets | ( | 30,878) | 16,342 | |
| Changes in operating liabilities | ||||
| Accounts payable | ( | 2,158,105) | 1,547,674 | |
| Accounts payable - related parties | 498,267) ( | 89,658) | ||
| Other payables | 320,320) | 197,787 | ||
| Other payables-related parties | 12,213 - ( |
19,743) | ||
| Other current liabilities | 804,141) | 269,268 | ||
| Other non-current liabilities | 92,107) | 78,333) | ||
| Cash inflow generated from operations | 7,281,979 | 11,956,482 | ||
| Interest received | 230,050 | 326,060 | ||
| Interest paid | $1,004,725$ ) $\left($ |
650,467) | ||
| Income tax paid | $1,287,414$ ) | 435,435) | ||
| Net cash flows from operating activities | $\overline{5,219,890}$ | 11,196,640 |
$\sim$
(Continued)
$\mathcal{A}^{\mathcal{A}}$
$\epsilon$
$\underbrace{\texttt{EVERGREEN MARKE}\xspace}{\texttt{CONSOLIDATED STATEMENTS OF CASH FLOWS}}\underbrace{\texttt{CONSOLIDATED STATEMENTS OF CASH FLOWS}}{\texttt{FOR THE YEARS ENDED DECEMBER 31}}$
(Expressed in thousands of New Taiwan Dollars)
| Notes | 2015 | 2014 | ||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Acquisition of held-to-maturity financial assets | $($ \$ | $50,000$ ) | \$ | |||
| Acquisition of investments accounted for using equity | ||||||
| method | € | $1,435,320$ ) ( | 898,976 | |||
| Proceeds from disposal of investments accounted for using | ||||||
| equity method | 7,304 | 19,293 | ||||
| Proceeds from disposal of subsidiaries | € | $61,740$ ) ( | 151,665) | |||
| Acquisition of property, plant and equipment | 6(30) | $2,515,724$ ) ( | 4,102,999) | |||
| Proceeds from disposal of property, plant and equipment | 482,265 | 2,802,660 | ||||
| Acquisition of intangible assets | € | $13,347$ ) ( | 24,895) | |||
| Increase in other non-current assets | 6(30) | ( | $10,873,074$ ) ( | 13,384,377) | ||
| Cash dividends received | 552,762 | 487,877 | ||||
| Net cash flows used in investing activities | 13,906,874) ( | 15,253,082) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Increase in short-term loans | 4,637,138 | 2,408,174 | ||||
| Decrease in short-term loans | $\left($ | $4,637,138$ ) ( | $3,041,904$ ) | |||
| Decrease in other payables-related parties | 7 | ( | $7,270$ ) ( | 4,779) | ||
| Increase in long-term loans | 28, 122, 621 | 17,634,695 | ||||
| Decrease in long-term loans | $\left($ | $16,961,552$ ) ( | 11,995,770) | |||
| Decrease in corporate bonds payable | $\epsilon$ | 523,200) | ||||
| Decrease in other non-current liabilities | $1,961,861$ ) ( | 2,168,276) | ||||
| Cash dividends paid | 347,758) | |||||
| Net cash flows from financing activities | 8,844,180 | 2,308,940 | ||||
| Effect of exchange rate changes on cash and cash equivalents | $149, 217$ ) | 1,071,601 | ||||
| Net increase (decrease) in cash and cash equivalents | 7,979 | 675,901) | ||||
| Cash and cash equivalents at beginning of year | 32,826,541 | 33, 502, 442 | ||||
| Cash and cash equivalents at end of year | S | 32,834,520 | $\mathbb{S}$ | 32,826,541 | ||
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 29, 2016.
$\hat{\boldsymbol{\beta}}$
$\sim$
$\bar{z}$
| December 31, 2015 | December 31, 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Assets | Notes | AMOUNT | % | AMOUNT | $\%$ | ||
| Current assets | |||||||
| Cash and cash equivalents | 6(1) | \$ | 18,678,635 | 17 | \$ 15,219,426 |
15 | |
| Held-to-maturity financial assets - current | 6(3) | 200,000 | |||||
| Notes receivable, net | 37 | 14 | |||||
| Accounts receivable, net | 6(4) | 1,684,859 | 2 | 2,136,651 | 2 | ||
| Accounts receivable - related parties | 7 | 192,943 | 146,926 | ||||
| Other receivables | 195,704 | 248,862 | |||||
| Other receivables - related parties | 7 | 153,857 | 14,541 | ||||
| Current income tax assets | 180,626 | ||||||
| Inventories | 6(5) | 473,999 | 1 | 629,420 | 1 | ||
| Prepayments | 187,725 | 156,992 | |||||
| Other current assets | $6(6)$ , 7 and 8 | 2,445,756 | 2 | 1,829,723 | $\boldsymbol{2}$ | ||
| Current Assets | 24, 394, 141 | 22 | 20, 382, 555 | 20 | |||
| Non-current assets | |||||||
| Available-for-sale financial assets - | 6(2) | ||||||
| non-current | 1,349,363 | $\mathbf{1}$ | 1,400,117 | 1 | |||
| Held-to-maturity financial assets - | 6(3) | ||||||
| non-current | 220,000 | 370,000 | |||||
| Investments accounted for using equity | 6(7) | ||||||
| method | 53, 343, 917 | 48 | 56, 515, 589 | 54 | |||
| Property, plant and equipment- net | $6(8)$ and $8$ | 27,982,312 | 25 | 20, 522, 164 | 20 | ||
| Investment property - net | $6(9)$ and $8$ | 1,945,991 | 2 | 1,965,137 | 2 | ||
| Intangible assets | 10,080 | 9,705 | |||||
| Deferred income tax assets | 6(27) | 363,764 | $\mathbf{I}$ | 266,731 | |||
| Other non-current assets | 6(10) | 1,319,547 | $\mathbf{1}$ | 2,841,730 | 3 | ||
| Non-current assets | 86, 534, 974 | 78 | 83, 891, 173 | 80 | |||
| Total assets | 110,929,115 | 100 | \$ 104, 273, 728 |
100 |
$\frac{1}{2}$
$\mathcal{L}^{\mathcal{L}}$
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
$\label{eq:2} \frac{1}{2} \sum_{i=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{$
(Continued)
$\sim 10^{-1}$
$\hat{\boldsymbol{\beta}}$
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
$\ddot{\phantom{a}}$
$\bar{\gamma}$
| December 31, 2015 | December 31, 2014 | |||||
|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | AMOUNT | $\overline{\frac{0}{6}}$ | AMOUNT | % | |
| Current liabilities | ||||||
| Accounts payable | \$ | 2,168,272 | $\overline{2}$ | \$ 2,289,873 |
2 | |
| Accounts payable - related parties | 7 | 81,789 | 116,222 | |||
| Other payables | 354,109 | 727,217 | $\mathbf{I}$ | |||
| Other payables - related parties | 7 | 35,683 | 18,189 | |||
| Current income tax liabilities | 4 | 675,903 | $\mathbf{1}$ | |||
| Other current liabilities | $6(11)$ and 7 | 12,622,114 | 12 | 9,913,125 | 9 | |
| Current Liabilities | 15, 261, 971 | 14 | 13,740,529 | 13 | ||
| Non-current liabilities | ||||||
| Corporate bonds payable | 6(12) | 3,000,000 | 3 | 3,000,000 | 3 | |
| Long-term loans | 6(13) | 32, 255, 720 | 29 | 24, 121, 777 | 23 | |
| Deferred income tax liabilities | 6(27) | 865,079 | $\mathbf{1}$ | 1,091,168 | -1 | |
| Other non-current liabilities | 6(14)(15) | 1,545,298 | 1 | 1,439,469 | $\boldsymbol{2}$ | |
| Non-current liabilities | 37,666,097 | 34 | 29,652,414 | 29 | ||
| Total Liabilities | 52,928,068 | 48 | 43, 392, 943 | 42 | ||
| Equity | ||||||
| Capital | 6(16) | |||||
| Common stock | 35, 123, 560 | 32 | 34,775,802 | 33 | ||
| Capital surplus | 6(17) | |||||
| Capital surplus | 7,986,633 | 7 | 7,292,458 | 7 | ||
| Retained earnings | 6(18) | |||||
| Legal reserve | 9,233,242 | 8 | 9,115,638 | 9 | ||
| Special reserve | 828,940 | 1 | ||||
| Undistributed earnings | 2,561,825 | 2 | 7,240,507 | 7 | ||
| Other equity interest | 6(19) | |||||
| Other equity interest | 3,095,787 | 3 | 1,627,440 | |||
| Total equity | 58,001,047 | 52 | 60,880,785 | 58 | ||
| Significant Contingent Liabilities And | 9 | |||||
| Unrecognised Contract Commitments | ||||||
| Significant Events After The Balance | $_{11}$ | |||||
| Sheet Date | ||||||
| Total liabilities and equity | \$ | 110,929,115 | 100 | \$ 104, 273, 728 |
100 |
The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 29, 2016.
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
Years ended December 31
$\overline{\phantom{a}}$
| 2015 | regis endeu meerlikel ni | 2014 | ||||
|---|---|---|---|---|---|---|
| Items | Notes | AMOUNT | $\overline{\%}$ | AMOUNT | $\overline{\frac{9}{6}}$ | |
| Operating revenue | $6(20)$ and $7$ | \$ | 25, 134, 073 | 100 \$ |
26, 151, 838 | 100 |
| Operating costs | $6(25)(26)$ and 7 | 23, 201, 988) ( | 92) | 22,975,914 )( | 88) | |
| Gross profit | 1,932,085 | 8 | 3,175,924 | $\overline{12}$ | ||
| Operating expenses | $6(25)(26)$ and 7 | $1,655,643$ ( | 7) ( | $1,583,219$ ( | $\overline{6}$ | |
| Other gains - net | $6(21)$ and 7 | 192,757 | 1,996,633 | $\overline{8}$ | ||
| Operating profit | 469,199 | $\overline{2}$ | 3,589,338 | $\overline{14}$ | ||
| Non-operating income and expenses | ||||||
| Other income | 6(22) | 334,169 | 1 | 854,929 | 3 | |
| Other gains and losses | 6(2)(23) | $655,470$ ) ( | $3)$ ( | 105,881) | ||
| Finance costs | 6(24) | $521,266$ ) ( | $2)$ ( | 473,189) ( | 2) | |
| Share of loss of subsidiaries, associates | ||||||
| and joint ventures accounted for using | ||||||
| equity method | $4,341,215$ ( | 17) ( | $1,944,404)$ ( | 7) | ||
| Total non-operating income and | ||||||
| expenses (Loss) profit before income tax |
$5,183,782$ ) ( | $21)$ ( | $1,668,545$ ( | 6) | ||
| Income tax expense | 6(27) | $4,714,583$ ) ( 306,504 |
19) 1 |
1,920,793 | $\underline{8}$ 3) |
|
| (Loss) profit for the year | ี \$ิ | 4,408,079) | $\overline{18}$ \$ |
764,869) 1,155,924 |
||
| Other comprehensive income | 6(20) | |||||
| Components of other comprehensive | ||||||
| income that will not be reclassified to | ||||||
| profit or loss | ||||||
| Other comprehensive income, before tax, | ||||||
| (loss) gains on remeasurements of defined | ||||||
| benefit plans | $($ \$ | $168, 143)$ ( | 1)(5 | 30,982) | ||
| Share of other comprehensive (loss) | ||||||
| income of subsidiaries, associates and joint ventures accounted for using equity |
||||||
| method | € | 146,864) | 14,706 | |||
| Income tax related to components of other | ||||||
| comprehensive income that will not be | ||||||
| reclassified to profit or loss | 28,584 | 5,267 | ||||
| Components of other comprehensive | ||||||
| loss that will not be reclassified to | ||||||
| profit or loss | $286,423$ ) ( | $1)$ ( | 11,009) | |||
| Components of other comprehensive | ||||||
| income that will be reclassified to profit or loss |
||||||
| Other comprehensive income, before tax, | ||||||
| exchange differences on translation | 649,891 | $\mathbf{2}$ | 1,935,866 | 7 | ||
| Other comprehensive income (loss), | ||||||
| before tax available-for-sale financial | ||||||
| assets | 666,959 | 3( | 83,883) | |||
| Share of other comprehensive income of | ||||||
| subsidiaries, associates and joint ventures | ||||||
| accounted for using equity method Income tax related to components of other |
147,449 | 1 | 605,735 | 2 | ||
| comprehensive income that will be | ||||||
| reclassified to profit or loss | 4,048 | $1,338$ ) | ||||
| Components of other comprehensive | ||||||
| income that will be reclassified to | ||||||
| profit or loss | 1,468,347 | 2,456,380 | ||||
| Other comprehensive income for the year | $\frac{1}{2}$ | ,181,924 | $\frac{6}{5}$ \$ |
2,445,371 | 9 | |
| Total comprehensive (loss) income for the | ||||||
| year | $\frac{1}{2}$ | $3,226,155$ ) ( | 13) $\frac{1}{2}$ |
3,601,295 | 14 | |
| Basic (loss) earnings per share (in dollars) 6(29) | ||||||
| Basic (loss) earnings per share Diluted (loss) earnings per share |
(\$ | 1.26) ₹ |
0.33 | |||
| $\overline{3}$ | $1.26$ ) $\sqrt{2}$ |
0.33 |
The accompanying notes are an integral part of these financial statements.
See report of independent accountants dated March 29, 2016.
$\ddot{\phantom{a}}$
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
$\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L$
$\label{eq:2.1} \begin{split} \frac{d}{dt} \left( \frac{d}{dt} \right) & = \frac{1}{2} \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{dt} \right) \left( \frac{d}{$
| Retained Earnings | Other equity interest | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences on translating the financial statements of foreign operations |
Unrealized gain or loss on available-for- sale financial assets |
Hedging instrument gain (loss) on effective hedge of cash flow hedges |
Total equity | |
| Year 2014 | ||||||||||
| Balance at January 1, 2014 | \$34,749.523 | \$7,271.957 | \$9.115,638 | \$5.814,993 | \$1.109,539 | $($ \$ 804,815) (\$ |
||||
| Appropriation of 2013 earnings | 6(18) | $36,456$ ) \$ | 12.331 | \$57,232,710 | ||||||
| Reversal of special reserve | $\sim$ | $\bullet$ | 4.986.053) | 4,986,053 | ||||||
| Conversion of convertible bonds into common stock | 6(16) | 26,279 | 23.555 | $\ddot{\phantom{0}}$ | 49,834 | |||||
| Stock warrants of convertible bonds | 6(17) | $\sim$ | $4.632$ ) | $\blacksquare$ | ||||||
| Adjustments to share of changes in equity of subsidiaries, associates and joint ventures |
6(17) | $\blacksquare$ | 1,578 | ÷. | 4,632) | |||||
| Profit for the year | $\blacksquare$ | 1,155,924 | $\sim$ $\sim$ | $\blacksquare$ | 1,578 | |||||
| Other comprehensive income (loss) for the year | 6(19) | 11,009 | 2.161,513 | 672,975 | $\bullet$ | 1,155,924 | ||||
| Balance at December 31, 2014 | \$34,775,802 | \$7,292,458 | \$9,115,638 | 828,940 | \$7,240,507 | \$1,356,698 | 636,519 | 378,108) | 2,445,371 | |
| Year 2015 | 365,777) (\$ |
\$60,880,785 | ||||||||
| Balance at January 1, 2015 | \$34,775,802 | \$7,292.458 | \$9,115,638 | 828,940 -8 |
\$7,240,507 | \$1.356.698 | \$ 636.519 |
|||
| Appropriation of 2014 earnings | 6(18) | $365,777$ ) $\left( \mathbf{S}\right)$ |
\$60,880,785 | |||||||
| Legal reserve | 117.604 | $\sim$ | $117,604$ ) | |||||||
| Reversal of special reserve | $\omega$ | 828,940) | 828,940 | |||||||
| Cash dividends | 347,758) | ٠ | 347.758) | |||||||
| Stock dividends | 347,758 | 347,758) | ||||||||
| Adjustments to share of changes in equity of subsidiaries, associates and joint ventures |
6(17) | $\overline{\phantom{a}}$ | 694,175 | $\overline{\phantom{a}}$ | ||||||
| Loss for the year | 4,408.079) | $\tilde{\phantom{a}}$ | 694,175 | |||||||
| Other comprehensive income (loss) for the year | 6(19) | 286,423) | 798,388 | 825,331 | $\overline{a}$ | 4,408.079) | ||||
| Balance at December 31, 2015 | \$35,123,560 | \$7,986.633 | \$9.233.242 | \$2,561,825 | 2,155.086 | \$1.461,850 | 155,372 521,149 (\$ |
i, 181, 924 \$58,001,047 |
The accompanying notes are an integral part of these financial statements.
See report of independent accountants dated March 29, 2016.
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan dollars)
| Notes | 2015 | 2014 | ||
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| (Loss) profit before tax | $($ \$ | 4,714,583) | 1,920,793 \$ |
|
| Adjustments | ||||
| Adjustments to reconcile profit (loss) | ||||
| Financial assets and liabilities at fair value through profit or loss |
6(23) | 5,258 | ||
| Depreciation | 6(23)(25) | 1,646,406 | 1,679,362 | |
| Amortization | 6(25) | 7,973 | 9,967 | |
| Interest expense | 6(24) | 521,266 | 473,189 | |
| Interest income | 6(22) | $\left($ | $104,412$ ) ( | 152,461 |
| Dividend income | 6(22) | $\overline{(\ }$ | 56,990) ( | 57,837 |
| Realized loss from available-for-sale financial assets | 6(2) | 717,713 | ||
| Share of loss of subsidiaries, associates and joint | ||||
| ventures accounted for using equity method | 4, 341, 215 | 1,944,404 | ||
| Net gain on disposal of property, plant and equipment | € | 192,757) ( | 1,996,633 | |
| Loss on disposal of investments | 7,550 | |||
| Amortization of bond discounts | 7,293 | |||
| Realized income with affliated companies | $\overline{(\ }$ | 8,932) ( | 8,932 | |
| Changes in operating assets and liabilities | ||||
| Changes in operating assets | ||||
| Notes receivable | ( | $23)$ ( | 9 | |
| Accounts receivable | 451,792 $\left($ |
665,601) | ||
| Accounts receivable - related parties | ( | 46,017) | 38,737 | |
| Other receivables | 53,158 | 23,361 | ||
| Other receivables - related parties | ( | 139,316) | 49,866 | |
| Inventories | 155,421 $\left($ |
26,787) | ||
| Prepayments | ( | $26,723$ ) ( | $3,389$ ) | |
| Other current assets | $616,033$ ) ( | 549,035) | ||
| Other non-current assets | 8,208 | 2,208 | ||
| Changes in operating liabilities | ||||
| Accounts payable | ( | 121,601) | 496,332 | |
| Accounts payable - related parties | $34,433$ ) ( | 120,451) | ||
| Other payables | € | $113, 156$ ) | 117,828 | |
| Other payables - related parties Other current liabilities |
11,909 $\left($ |
404) | ||
| 68,983) | 430,875 | |||
| Other non-current liabilities | $62,315$ ) | 47,420) | ||
| Cash inflow generated from operations Interest received |
1,616,337 | 3,570,514 | ||
| Income tax paid | 104,412 | 152,461 | ||
| Interest paid | 856,793) ( | 57,953) | ||
| Net cash flows from operating activities | 527,768) | 508,001) | ||
| 336,188 | 3,157,021 |
(Continued)
| Notes | 2015 | 2014 | |||
|---|---|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Acquisition of property, plant and equipment | 6(29) | (5) | $1, 523, 329$ ) (\$ | 1,612,757) | |
| Proceeds from disposal of property, plant and equipment | 213,173 | 2,555,082 | |||
| Acquisition of intangible assets | € | 8,348) ( | 12,554) | ||
| Increase in other non-current assets | 6(29) | ( | $6,321,961$ ) ( | 4,413,003) | |
| Acquisition of held-to-maturity financial assets | $50,000$ ) | ||||
| Cash dividends received | 249,330 | 231,901 | |||
| Net cash flows used in investing activities | $7,441,135$ ) ( | 3,251,331) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Decrease in corporate bonds payable | $523, 200$ ) | ||||
| Increase in long-term loans | 20,055,410 | 5,472,553 | |||
| Decrease in long-term loans | $9,143,496$ ) ( | 5,000,148) | |||
| Cash dividends paid | 347,758) | ||||
| Net cash flows from (used in) financing activities | 10,564,156 | 50,795) | |||
| Net increase (decrease) in cash and cash equivalents | 3,459,209 | ( | 145, 105) | ||
| Cash and cash equivalents at beginning of year | 15,219,426 | 15,364,531 | |||
| Cash and cash equivalents at end of year | \$ | 18,678,635 | \$ | 15,219,426 |
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan dollars)
The accompanying notes are an integral part of these financial statements.
See report of independent accountants dated March 29, 2016.
$\bar{z}$
EVERGREEN MARINE CORP. (TAIWAN) LTD.
2015 PROFIT ALLOCATION PROPOSAL
Unit: NT\$
| Item | Amount |
|---|---|
| Unappropriated Retained Earnings of Previous Years | 7,285,825,536 |
| Subtract : Adjustments for First-time Adoption of 2013 edition of IFRS |
(29,498,694) |
| Adjusted unappropriated Retained Earnings of Previous Years |
7,256,326,842 |
| Subtract: Adjustments for Retained Earnings | (286, 422, 868) |
| Adjusted unappropriated Retained Earnings | 6,969,903,974 |
| Subtract: Net Loss of 2015 | (4,408,078,587) |
| Retained Earnings in 2015 Available for Distribution | 2,561,825,387 |
| Distribution Item: | |
| Shareholders' Dividends | $\theta$ |
| Unappropriated Retained Earnings | 2,561,825,387 |