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WISDOM Annual Report 2018

Nov 12, 2018

52177_rns_2018-11-12_38ca6293-f1e5-4740-80f7-a8c73c1cca62.pdf

Annual Report

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WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT AUDITORS 30 JUNE 2018 AND 2017

Registered: Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands Address: 7F., No. 237, Sec. 2, Fushing S. Rd., Taipei City, Taiwan Telephone: 886-2-2755-6911

TABLE OF CONTENTS

Contents Page
Cover page 1
Table of contents 2
Audit report of independent auditors 3-4
Consolidated balance sheets 5-6
Consolidated statements of comprehensive income 7
Consolidated statements of changes in equity 8
Consolidated statement of cash flows 9
Notes to the consolidated financial statements
1.History and organization 10
2.Date and authorization of financial statements for issue 10
3.Newly issued or revised standards and interpretations 10-15
4.Summary of significant accounting policies 15-38
5.Significant accounting judgments, estimates and assumptions 38
6.Contents of significant accounts 39-65
7.Related parties 66-71
8.Pledged assets 71
9.Significant commitments and contingencies 71-72
10.Losses due to major disasters 72
11.Significant subsequent events 72
12.Others 73-84
13.Segment information 84-85

WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

30 June 2018 and 31 December 2017

(All Amounts Expressed in US Dollars)

(30 June 2018 Was Unaudited)

Notes 30 June 2018 31 December 2017
ASSETS
Cash and cash equivalents 6.1 \$26,352,557 \$40,860,641
Financial assets at fair value through other comprehensive income-current 6.3 & 8 991,843 -
Available-for-sale financial assets-current 6.4 & 8 - 1,028,103
Held to maturity financial assets-current 6.5 & 8 - 614,211
Hedge financial assets-current 6.6 62,915 -
Accounts receivable, net 6.7 & 6.18 5,216,471 4,327,938
Accounts receivable-related parties 6.7, 6.18 & 7 524,999 221,707
Other receivables 7 1,721,796 1,048,206
Inventories 6.8 5,381,299 3,893,003
Prepaid expenses 7 7,206,206 6,694,427
Other financial assets-current 6.1 & 8 46,289,228 52,024,592
Other current assets 7 12,235,875 10,986,931
Total current assets 105,983,189 121,699,759
Hedge financial assets-noncurrent 6.6 154,821 80,058
Investment accounted for using the equity method 6.9 4,684,205 3,655,924
Property, plant and equipment 6.10 & 8 2,735,552,226 2,668,567,098
Deferred income tax assets 6.21 42,425 45,911
Other financial assets-noncurrent 11,224,699 8,378,150
Other noncurrent assets-other 6.11 30,525,775 52,888,711
Total noncurrent assets 2,782,184,151 2,733,615,852
TOTAL ASSETS \$2,888,167,340 \$2,855,315,611

WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(CONT'D) (All Amounts Expressed in US Dollars) 30 June 2018 and 31 December 2017 (30 June 2018 Was Unaudited)

Note 30 June 2018 31 December 2017
LIABILITIES
Short-term borrowings 6.12 \$40,810,816 \$44,399,387
Financial liabilities at fair value through profit or loss
-current
6.2 & 6.13 2,308,602 3,009,409
Hedge financial liabilities-current 6.6 - 986
Accounts payable 7,890,376 6,507,493
Accounts payable-related parties 7 27,077 -
Accrued expenses 7 24,478,693 20,700,562
Dividend payable 6.16 20,594,676 -
Advance receipts 15,480,223 15,343,881
Other current liabilities-others 7 4,744,992 3,050,020
116,335,455 93,011,738
Current portion of corporate bonds payable 6.13 10,902,400 10,773,060
Current portion of long-term borrowings 6.12 275,076,296 217,027,648
Current portion of long-term accounts payable 6.14 1,933,349 1,923,576
Current portion of lease payables 6.14 15,367,751 14,405,443
303,279,796 244,129,727
Total current liabilities 419,615,251 337,141,465
Corporate bonds payable 6.13 42,567,002 43,041,562
Long-term borrowings 6.12 1,374,960,676 1,434,235,585
Deferred income tax liabilities 6.21 35,855 7,235
Long-term accounts payable 6.14 25,101,837 25,862,475
Long-term lease payables-noncurrent 6.14 82,889,020 59,378,089
Long-term accounts payable-related parties
Net defined benefit liabilities
7
6.15
74,883,932
126,343
74,736,418
129,315
Guarantee deposits received 415,162 415,162
Total non-current liabilities 1,600,979,827 1,637,805,841
TOTAL LIABILITIES 2,020,595,078 1,974,947,306
EQUITY 6.13 & 6.16
Common stock 196,262,789 196,262,789
Capital surplus 32,209,446 52,804,122
Legal reserve 6,960 6,960
Unappropriated earnings 413,297,767 390,552,635
Cumulative translation adjustments 225,582,177 240,630,693
Unrealized gains (losses) on financial assets at fair value through
other comprehensive income
(4,613) -
Unrealized gains or losses on available-for-sale financial assets - 32,034
Effective portion of gains on hedging instrument in a cash - 79,072
flow hedge
Gains (Losses) from hedging instruments 217,736 -
TOTAL EQUITY 867,572,262 880,368,305
TOTAL EQUITY AND LIABILITIES \$2,888,167,340 \$2,855,315,611

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

WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED 30 June 2018 and 2017 AND FOR THE SIX MONTHS ENDED 30 June 2018 and 2017

(All Amounts Expressed in US Dollars)

(Unaudited)

For the Three Months Ended 30 June For the Six Months Ended 30 June
Notes 2018 2017 2018 2017
Operating revenues 6.17 & 7 \$107,494,070 \$86,524,093 \$208,420,290 \$170,411,124
Operating costs 6.19 & 7 78,496,288 73,954,529 154,281,887 145,501,018
Gross profit from operations 28,997,782 12,569,564 54,138,403 24,910,106
Operating expenses
General and administrative 7 1,226,708 1,229,957 2,576,286 2,761,615
Expected credit losses 6.18 144,041 - 149,046 -
Total operating expenses 1,370,749 1,229,957 2,725,332 2,761,615
Profit from operating activities 27,627,033 11,339,607 51,413,071 22,148,491
Interest income 223,655 103,904 420,185 220,051
Others income and gains 21,336 29,712 56,340 69,184
Gains on disposal of investment 6.23 - 1,020,985 - 743,812
Foreign exchange gains (losses) 3,826,339 218,479 955 (517,896)
Gains (Losses) on valuation of financial assets or 6.13 (479,363) 36,435 700,807 2,214,209
liabilities at fair value through profit or loss
Interest expense 6.10, 6.13 & 7 (14,309,991) (10,610,119) (27,476,290) (20,235,940)
Other expenses and losses 6.13 (1,192,007) (5,748,806) (1,790,056) (5,985,845)
Losses on disposal of property, plant and equipment 6.10 - (762,266) - (1,430,022)
Share of loss of associates and joint ventures accounted 6.9 (245,408) (239,231) (478,024) (461,168)
for using equity method
Total other income and losses (12,155,439) (15,950,907) (28,566,083) (25,383,615)
Profit before income tax 15,471,594 (4,611,300) 22,846,988 (3,235,124)
Income tax expense (income) 6.21 99,839 15,794 101,856 19,649
Profit for the year 15,371,755 (4,627,094) 22,745,132 (3,254,773)
Other comprehensive income: 6.20
Cumulative translation adjustments 33,167,051 1,646,662 (15,048,516) (35,415,549)
Unrealized gains (losses) on available-for-sale financial assets - 91,663 - 578,372
Effective portion of gains (losses) on hedging instrument - (1,663,642) - (1,663,642)
in a cash flow hedge
Unrealized gains (losses) on debt instruments investment measured (3,680) - (36,647) -
at fair value through other comprehensive income
Gains (Losses) from hedging instruments 35,190 - 138,664 -
Other comprehensive income 33,198,561 74,683 (14,946,499) (36,500,819)
Total comprehensive income \$48,570,316 \$(4,552,411) \$7,798,633 \$(39,755,592)
Profit for the year attributable to:
-Owners of the Company \$15,371,755 \$(4,637,404) \$22,745,132 \$(3,269,114)
-Non-controlling interests - 10,310 - 14,341
\$15,371,755 \$(4,627,094) \$22,745,132 \$(3,254,773)
Total Comprehensive income attributable to:
-Owners of the Company \$48,570,316 \$(4,562,721) \$7,798,633 \$(39,769,933)
-Non-controlling interests - 10,310 - 14,341
\$48,570,316 \$(4,552,411) \$7,798,633 \$(39,755,592)
Primary earnings per Share 6.22 \$0.02 (\$0.01) \$0.04 (\$0.01)
Diluted earnings per Share 6.22 \$0.02 (\$0.01) \$0.03 (\$0.01)

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

WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 June 2018 and 2017

(All Amounts Expressed in US Dollars)

(Unaudited)

Retained earnings Other components of equity
Common stock Stock dividend
to be distributed
Capital surplus Legal reserve Unappropriated
earnings
Cumulative
translation
adjustments
Unrealized gains
(losses) on financial
assets at fair value
through other
comprehensive
income
Unrealized
gains or losses
on available
for-sale
financial assets
Effective
portion of gains
(losses) on
hedging
instrument in a
cash flow
hedge
Gains (Losses)
from hedging
instruments
Total equity
attributable to
equity holders
of the Company
Non-controlling
interest
Total
Balance, 1 January 2017 \$175,871,257 \$- \$64,554,101 \$6,960 \$376,817,835 \$272,468,139 \$- \$111,672 \$1,626,743 \$- \$891,456,707 \$3,584,181 \$895,040,888
Cash dividends from capital surplus
Stock dividends from capital surplus
-
-
-
9,166,491
(18,332,983)
(9,166,491)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(18,332,983)
-
-
-
(18,332,983)
-
Profit for the six months ended 30 June 2017 - - - - (3,269,114) - - - - - (3,269,114) 14,341 (3,254,773)
Other comprehensive income for the six months ended 30 June 2017 - - - - - (35,415,549) - 578,372 (1,663,642) - (36,500,819) - (36,500,819)
Comprehensive income for the six months ended 30 June 2017 - - - - (3,269,114) (35,415,549) - 578,372 (1,663,642) - (39,769,933) 14,341 (39,755,592)
Exercise of convertible bonds
Non-controlling interest
622,695
-
-
-
1,250,273
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,872,968
-
-
(3,598,522)
1,872,968
(3,598,522)
Balance, 30 June 2017 \$176,493,952 \$9,166,491 \$38,304,900 \$6,960 \$373,548,721 \$237,052,590 \$- \$690,044 \$(36,899) \$- \$835,226,759 \$- \$835,226,759
Balance, 1 January 2018 \$196,262,789 \$- \$52,804,122 \$6,960 \$390,552,635 \$240,630,693 \$32,034 \$- \$- \$79,072 \$880,368,305 \$- \$880,368,305
Cash dividends from capital surplus - - (20,594,676) - - - - - - - (20,594,676) - (20,594,676)
Profit for the six months ended 30 June 2018 - - - - 22,745,132 - - - - - 22,745,132 - 22,745,132
Other comprehensive income for the six months ended 30 June 2018 - - - - - (15,048,516) (36,647) - - 138,664 (14,946,499) - (14,946,499)
Comprehensive income for the six months ended 30 June 2018 - - - - 22,745,132 (15,048,516) (36,647) - - 138,664 7,798,633 - 7,798,633
Balance, 30 June 2018 \$196,262,789 \$- \$32,209,446 \$6,960 \$413,297,767 \$225,582,177 \$(4,613) \$- \$- \$217,736 \$867,572,262 \$- \$867,572,262

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

WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 June 2018 and 2017 (All Amounts Expressed in US Dollars) (Unaudited)

For the Six Months
Ended 30 June 2018
For the Six Months
Ended 30 June 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Profit from continuing operations before tax \$22,846,988 \$(3,235,124)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expenses 68,350,509 63,087,791
Amortization expenses 5,016 5,353
Bad debt expenses - 61,310
Expected credit losses 149,046 -
Losses (Gains) on financial assets or liabilities at fair value through profit or loss (700,807) (2,214,209)
Interest expenses 27,476,290 20,235,940
Interest income (420,185) (220,051)
Losses (Gains) on foreign currency exchange on corporate bond payable (891,102) 25,095
Losses (Gains) on reacquisition of bonds payable - 4,462,107
Share of loss of associates and joint ventures accounted for using equity method 478,024 461,168
Losses (Gains) on disposal of property, plant and equipment - 1,430,022
Amortization of held to maturity financial assets (17,544) (35,718)
Amortization of convertible bonds payable issuance costs 31,234 118,458
Other income
Losses (Gains) on disposal of investments
(347,762)
-
(347,762)
(743,812)
Amortization of available-for-sale financial assets (387) (387)
Change in assets and liabilities
Decrease (Increase) in accounts receivable (1,037,579) (396,631)
Decrease (Increase) in accounts receivable-related parties (303,292) (281,560)
Decrease (Increase) in other receivables (692,941) (124,386)
Decrease (Increase) in inventories (1,488,296) (876,478)
Decrease (Increase) in prepaid expenses (511,779) (1,758,982)
Decrease (Increase) in other current assets (1,248,944) 616,759
Increase (Decrease) in accounts payable 1,382,883 2,425,651
Increase (Decrease) in accounts payable-related parties 27,077 (3,335)
Increase (Decrease) in accrued expenses 2,679,692 4,966,003
Increase (Decrease) in advance receipts 484,104 (336,767)
Increase (Decrease) in other current liabilities 1,694,972 1,068,758
Increase (Decrease) in net defined benefit liabilities - 7,656
Cash generated from operating activities 117,945,217 88,396,869
Interest received 439,665 245,350
Interest paid (25,927,473) (22,164,687)
Income taxes paid
Net cash provided by operating activities
(3,517)
92,453,892
(3,871)
66,473,661
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investment accounted for using equity method (1,575,837) -
Proceeds from derecognition of held-to-maturity financial assets 631,755 -
Acquisition of property, plant and equipment (9,208,766) (7,699,884)
Proceeds from disposal of property, plant and equipment - 4,332,250
Decrease (Increase) in other financial assets 2,985,939 (9,980,109)
Decrease (Increase) in other noncurrent assets (prepaid expenses-vessel) (103,827,178) (132,485,568)
Proceeds from available-for-sale financial assets - 2,592,827
Net cash used in investing activities (110,994,087) (143,240,484)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in short-term borrowings (3,588,571) 8,441,775
Increase (Decrease) in long-term borrowings (14,290,591) 126,696,769
Increase (Decrease) in lease payables 23,517,555 (2,681,431)
Increase (Decrease) in guarantee deposits received - 261,375
Increase (Decrease) in other finance liabilities (969,830) 3,344,926
Repayment of bonds - (78,173,840)
Changes in non-controlling interests - (180,000)
Net cash provided by financing activities 4,668,563 57,709,574
FOREIGN EXCHANGE RATE EFFECTS
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(636,452)
(14,508,084)
(2,431,612)
(21,488,861)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 40,860,641 32,603,818
CASH AND CASH EQUIVALENTS, END OF PERIOD \$26,352,557 \$11,114,957

The accompanying notes are an integral part of the unaudited consolidated financial statement.

WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2018 AND 2017 (Unaudited) (In US Dollars Unless Stated Otherwise)

1. History and organization

Wisdom Marine Lines Co., Limited (Cayman) (the "Company") was incorporated in the Cayman Islands on 21 October 2008 as a tax-exempt company with limited liability under the Companies Act, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The Company and its subsidiaries (the "Group") primarily provide marine cargo transportation services, service related to the maintenance, vessel leasing, and shipping agency and management services. On 1 December 2010, the Company was approved and listed on Taiwan Stock Exchange (TWSE).

The Company's ultimate parent company: None.

  1. Date and procedures of authorization of financial statements for issue

The consolidated financial statements were authorized for issue by the board of directors on 20 July 2018.

    1. Newly issued or revised standards and interpretations
  • (1) Except for the following, the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended 31 December 2017. Shown below are the standards and interpretations effective for annual periods beginning on or after 1 January 2018.
    • A. IFRS 15"Revenue from Contracts with Customers" (including Amendments to IFRS 15 "Clarifications to IFRS 15 Revenue from Contracts with Customers")

IFRS 15 replaces IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations. In accordance with the transition provision in IFRS 15, the Group elected to recognize the cumulative effect of initially applying IFRS 15 at the date of initial application (1 January 2018). The Group also elected to apply this standard retrospectively only to contracts that are not completed contracts at the date of initial application.

The Group's principal activities are rendering of services. The impacts arising from the adoption of IFRS 15 on the Group are summarized as follows:

(a) Please refer to Note 4 for the accounting policies before or after 1 January 2018.

  • (b) Before 1 January 2018, revenue from rendering of services was recognized by reference to the stage of completion which was measured by reference to the proportion that contract cost incurred for work performed to date bear to the estimated total contract costs. Starting from 1 January 2018, in accordance with IFRS 15, the Group recognized revenue when (or as) the Group satisfies a performance obligation by transferring a promised service to a customer and also by reference to the stage of completion. IFRS 15 has no significant impact on the Group's revenue recognition from rendering of services. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, then the Group has the obligation to provide the services subsequently. Before 1 January 2018, the Group recognized the consideration received in advance from customers under other current liabilities. Starting from 1 January 2018, in accordance with IFRS 15, it should be recognized as contract liabilities. For some contracts, if the Group has the right to render services to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. It is different from the accounting treatment of recognizing trade receivables before the date of initial application. Besides, loss allowance for contract assets was assessed in accordance with IFRS 9.
  • (c) Please refer to Note 4 and Note 6 for additional disclosure note required by IFRS 15.
  • B. IFRS 9"Financial Instruments"

IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement. In accordance with the transition provision in IFRS 9, the Group elected not to restate prior periods at the date of initial application (1 January 2018). The adoption of IFRS 9 has the following impacts on the Group:

  • (a) The Group adopted IFRS 9 since 1 January 2018 and it adopted IAS 39 before 1 January 2018. Please refer to Note 4 for more details on accounting policies.
  • (b) In accordance with the transition provision in IFRS 9, the assessment of the business model and classification of financial assets into the appropriate categories are based on the facts and circumstances that existed as at 1 January 2018. The classifications of financial assets and it carrying amounts as at 1 January 2018 are as follow:
IAS 39 IFRS 9
Measurement categories Carrying
amounts
Measurement categories Carrying
amounts
Fair value through other
comprehensive income
Available-for-sale financial
assets
\$1,028,103 Fair value through other
comprehensive income
\$1,028,103
At amortized cost
Held-to-maturity investments
614,211 At amortized cost (including cash
and cash equivalents, financial assets
measured at amortized cost, trade
receivables and other receivables
(including due from related parties))
47,068,168
Loans and receivables
(including cash and cash
equivalents, trade receivables
and other receivables
(including due from related
parties))
46,453,957
Subtotal 47,068,168
Derivative financial assets for
hedging
80,058 Financial assets for hedging 80,058
Other financial assets 60,402,742 Other financial assets 60,402,742
Total \$108,579,071 Total \$108,579,071

(c) In accordance with IAS 39, available-for-sale financial assets are bonds of listed companies. Details are described as follow:

The cash flow characteristics for bonds investments are solely payments of principal and interest on the principal amount outstanding. In accordance with IFRS 9, the assessment of the business model is based on the facts and circumstances that existed as at 1 January 2018. These financial assets are managed to achieve the business model's objective by both collecting contractual cash flows and selling financial assets, and they should be reclassified to financial assets measured at fair value through other comprehensive income. As at 1 January 2018, available-for-sale investments of \$1,028,103 were reclassified to financial assets measured at fair value through other comprehensive income of \$1,028,103. This reclassification did not result any difference in the carrying amount. Besides, in accordance with IFRS 9, there was no adjustment arised from the assessment of impairment losses for the aforementioned assets as at 1 January 2018.

  • (d) In accordance with IAS 39, the cash flow characteristics for held-to-maturity investments and loans and receivables are solely payments of principal and interest on the principal amount outstanding. The assessment of the business model is based on the facts and circumstances that exited as at 1 January 2018. These financial assets were measured at amortized cost as they were held within a business model whose objective was to hold financial assets in order to collect contractual cash flows. Besides, in accordance with IFRS 9, there was no adjustment arised from the assessment of impairment losses for the aforementioned assets as at 1 January 2018. Therefore, there is no impact on the carrying amount as at 1 January 2018. As at 1 January 2018, financial assets held-to-maturity investments of \$614,211 were reclassified to financial assets measured at amortized cost of \$614,211.
  • (e) Please refer to Note 4, Note 6 and Note 12 for the related disclosures required by IFRS 7 and IFRS 9.
  • C. IFRIC 22 "Foreign Currency Transactions and Advance Consideration"

The interpretation clarifies that when applying paragraphs 21 and 22 of IAS 21 "The Effects of Changes in Foreign Exchange Rates", in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration.

The Group has no relevant transaction or event. Aforementioned standards and interpretations have no material impact on the Group.

  • (2) The following standards or interpretations issued by IASB are not yet effective:
  • A. IFRS 10"Consolidated Financial Statements" and IAS 28"Investments in Associates and Joint Ventures" — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.

IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors' interests in the associate or joint venture.

B. IFRS 16 "Leases"

The new standard requires lessees to account for all leases under a single on-balance sheet model (subject to certain exemptions). Lessor accounting still uses the dual classification approach: operating lease and finance lease.

C. IFRIC 23 "Uncertainty Over Income Tax Treatments"

The Interpretation clarifies application of recognition and measurement requirements in IAS 12 "Income Taxes" when there is uncertainty over income tax treatments.

D. IFRS 17 "Insurance Contracts"

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfillment cash flows and the contractual service margin. The fulfillment cash flows comprise of the following:

  • (a) estimates of future cash flows;
  • (b) discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
  • (c) a risk adjustment for non-financial risk.

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.

Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

E. IAS 28"Investment in Associates and Joint Ventures" — Amendments to IAS 28

The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture before it applies IAS 28, and in applying IFRS 9, does not take account of any adjustments that arise from applying IAS 28.

F. Prepayment Features with Negative CompensationAmendments to IFRS 9

The amendment allows financial assets with prepayment features that permit or require a party to a contract either to pay or receive reasonable compensation for the early termination of the contract, to be measured at amortized cost or at fair value through other comprehensive income.

G. Improvements to International Financial Reporting Standards (2015-2017 cycle):

IFRS 3 "Business Combinations"

The amendments clarify that an entity that has joint control of a joint operation shall remeasure its previously held interest in a joint operation when it obtains control of the business.

IFRS 11 "Joint Arrangements"

The amendments clarify that an entity that participates in, but does not have joint control of, a joint operation does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.

IAS 12 "Income Taxes"

The amendments clarify that an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

IAS 23 "Borrowing Costs"

The amendments clarify that an entity should treats as part of general borrowings any borrowing made specifically to obtain an asset when the asset is ready for its intended use or sale.

H. Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)

The amendments clarify that when a change in a defined benefit plan is made (such as amendment, curtailment or settlement, etc.), the entity should use the updated assumptions to remeasure its net defined benefit liability or asset.

The abovementioned standards and interpretations issued by IASB are not yet effective at the date when the Group's financial statements were authorized for issue. As the Group is still currently determining the potential impact of the standards and interpretations listed under A~C, E, G and H it is not practicable to estimate their impact on the Group at this point in time. All other standards and interpretations have no material impact on the Group.

    1. Summary of significant accounting policies
  • (1) Statement of compliance

The consolidated interim financial report has been prepared in accordance with IAS 34"Interim Financial Reporting". Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2017. This consolidated interim financial report does not include all information or disclosures required for full annual financial statements prepared in accordance with International Financial Reporting Standards.

  • (2) Basis of preparation
  • A. Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention, except for those financial instruments that are measured at fair value with changes therein shown in the consolidated financial statements.

B. Functional and presentation currency

The functional currency of each Group entities is determined based on the primary economic environment in which the entities operate. The Group's consolidated financial statements are presented in US Dollar, which is the Company's functional currency and presentation currency.

  • (3) Basis of consolidation
  • A. Preparation principle of consolidated financial statements

The consolidated financial statements have been prepared on the same basis as the consolidated financial statements as at 31 December 2017. Please refer to Note 4 to the consolidated financial statements as at 31 December 2017 for details.

B. The consolidated entities are listed as follows:

2018.06.30 2017.12.31
Investor Investee Company Name Ownership Ownership
Percentage Percentage
The Company Wisdom Marine Lines S.A. (Panama) (WML) 100% 100%
The Company Wisdom Marine International Inc. (WII) 100% 100%
Well Ship management and Maritime
WII Consultant Co., Ltd. (WELL) 100% 100%
WML Adixi Wisdom S.A. 100% 100%
WML Amis Carriers S.A. 100% 100%
WML Amis Elegance S.A. 100% 100%
WML Amis Fortune S.A. 100% 100%
WML Amis Hero S.A. 100% 100%
WML Amis Integrity S.A. 100% 100%
WML Amis International S.A. 100% 100%
WML Amis Justice S.A. 100% 100%
WML Amis Mariner S.A. 100% 100%
WML Amis Miracle S.A. 100% 100%
WML Amis Nature Inc. 100% -
WML Amis Navigation S.A. 100% 100%
WML Amis Star S.A. 100% 100%
WML Amis Wisdom S.A. 100% 100%
WML Arikun Wisdom S.A. 100% 100%
WML Atayal Brave S.A. 100% 100%
WML Atayal Mariner S.A. 100% 100%
WML Atayal Star S.A. 100% 100%
WML Atayal Wisdom S.A. 100% 100%
WML Babuza Wisdom S.A. 100% 100%
2018.06.30 2017.12.31
Investor Investee Company Name Ownership Ownership
Percentage Percentage
WML Beagle Marine S.A. 100`% 100%
WML Beagle Wisdom S.A. 100% 100%
WML Bunun Brave S.A. 100% 100%
WML Bunun Champion S.A. 100% 100%
WML Bunun Dynasty S.A. 100% 100%
WML Bunun Elegance S.A. 100% 100%
WML Bunun Fortune S.A. 100% 100%
WML Bunun Hero S.A. 100% 100%
WML Bunun Infinity S.A. 100% 100%
WML Bunun Justice S.A. 100% 100%
WML Bunun Marine S.A. 100% 100%
WML Bunun Navigation S.A. 100% 100%
WML Bunun Wisdom S.A. 100% 100%
WML Cosmic Wisdom S.A. 100% 100%
WML Daiwan Champion S.A. 100% 100%
WML Daiwan Dolphin S.A. 100% 100%
WML Daiwan Elegance S.A. 100% 100%
WML Daiwan Fortune S.A. 100% 100%
WML Daiwan Glory S.A. 100% 100%
WML Daiwan Hero S.A. 100% 100%
WML Daiwan Infinity S.A. 100% 100%
WML Daiwan Justice S.A. 100% 100%
WML Daiwan Kalon S.A. 100% 100%
WML Daiwan Leader S.A. 100% 100%
WML Daiwan Miracle S.A. 100% 100%
WML Dumun Marine S.A. 100% 100%
WML Dumun Navigation S.A. 100% 100%
WML Elite Steamship S.A. 100% 100%
WML Euroasia Investment S.A. 100% 100%
WML Favoran Wisdom S.A. 100% 100%
WML Fourseas Maritime S.A.
Panama
100% 100%
WML Fraternity Marine S.A. 100% 100%
WML Fraternity Ship Investment S.A. 100% 100%
WML Genius Marine S.A. 100% 100%
WML Genius Prince S.A. 100% 100%
2018.06.30 2017.12.31
Investor Investee Company Name Ownership Ownership
Percentage Percentage
WML Genius Star Carriers S.A 100% 100%
WML Genius Star Navigation S.A. 100% 100%
WML GS Global S.A. 100% 100%
WML GS Navigation S.A. 100% 100%
WML GSX Maritime S.A. 100% 100%
WML Guma Marine S.A. 100% 100%
WML Guma Navigation S.A. 100% 100%
WML Harmony Pescadores S.A.(Panama) 100% 100%
WML Harmony Success S.A. - -
(Note a)
WML Harmony Transport S.A. 100% 100%
WML Hoanya Wisdom S.A. 100% 100%
WML Infinite Wisdom S.A. 100% 100%
WML Katagalan Carriers S.A. 100% 100%
WML Katagalan Line S.A. 100% 100%
WML Katagalan Marine S.A. 100% 100%
WML Katagalan Navigation S.A. 100% 100%
WML Katagalan Star S.A. 100% 100%
WML Katagalan Wisdom S.A. 100% 100%
WML Kavalan Wisdom S.A. 100% 100%
WML Ligulao Wisdom S.A. 100% 100%
WML Lloa Wisdom S.A. 100% 100%
WML Log Wisdom S.A. 100% 100%
WML Luilang Wisdom S.A. 100% 100%
WML Magnate Maritime S.A. 100% 100%
WML Makatao Wisdom S.A. 100% 100%
WML Mercy Marine Line S.A. 100% 100%
WML Mighty Maritime S.A. 100% 100%
WML Mimasaka Investment S.A. 100% 100%
WML Mount Wisdom S.A. 100% 100%
WML Paiwan Wisdom S.A 100% 100%
WML Papora Wisdom S.A. 100% 100%
WML Pazeh Wisdom S.A. 100% 100%
WML Pescadores International Line S.A. 100% 100%
WML
WML
Poavosa International S.A.
Poavosa Maritime S.A.
100%
100%
100%
100%
2018.06.30 2017.12.31
Investor Investee Company Name Ownership Ownership
Percentage Percentage
WML Poavosa Navigation S.A. 100% 100%
WML Poavosa Wisdom S.A. 100% 100%
WML Rukai Maritime S.A. 100% 100%
WML Sakizaya Diamond S.A. 100% 100%
WML Sakizaya Fortune S.A. 100% 100%
WML Sakizaya Glory S.A. 100% 100%
WML Sakizaya Hero S.A. 100% 100%
WML Sakizaya Integrity S.A. 100% 100%
WML Sakizaya Justice S.A. 100% 100%
WML Sakizaya Kalon S.A. 100% 100%
WML Sakizaya Leader S.A. 100% 100%
WML Sakizaya Line S.A. 100% 100%
WML Sakizaya Marine S.A. 100% 100%
WML Sakizaya Miracle S.A. 100% 100%
WML Sakizaya Navigation S.A. 100% 100%
WML Sakizaya Orchid S.A. 100% 100%
WML Sakizaya Power S.A. 100% 100%
WML Sakizaya Queen S.A. 100% 100%
WML Sakizaya Respect S.A. 100% 100%
WML Sakizaya Wisdom S.A. 100% 100%
WML Sao Wisdom S.A. 100% 100%
WML Saysiat Wisdom S.A. 100% 100%
WML Siraya Wisdom S.A. 100% 100%
WML Taivoan Wisdom S.A. 100% 100%
WML Tao Ace S.A. 100% 100%
WML Tao Brave S.A. 100% 100%
WML Tao Mariner S.A. 100% 100%
WML Tao Star S.A. 100% 100%
WML Tao Treasure S.A. 100% 100%
WML Taokas Marine S.A. 100% 100%
WML Taokas Navigation S.A. 100% 100%
WML Taokas Wisdom S.A. 100% 100%
WML Taroko Maritime S.A. 100% 100%
WML Taroko Wisdom S.A. 100% 100%
WML Triumph Wisdom S.A. 100% 100%
2018.06.30 2017.12.31
Investor Investee Company Name Ownership Ownership
Percentage Percentage
WML Trobian Wisdom S.A. 100% 100%
WML Unicorn Bravo S.A. 100% 100%
WML Unicorn Fortune S.A. 100% 100%
WML Unicorn Logger S.A. 100% 100%
WML Unicorn Logistics S.A. 100% 100%
WML Unicorn Marine S.A. 100% 100%
WML Unicorn
Pescadores S.A.
100% 100%
WML Unicorn Successor S.A. 100% 100%
WML Vayi Wisdom S.A. 100% 100%
WML Winsome Wisdom S.A. 100% 100%
WML Wisdom Ace S.A. 100% 100%

Note a : Although the percentage of ownership interests in Harmony Success S.A. is less than 50%, the Group determined that it has control over Harmony Success S.A. This is due to by virtue of an agreement with other investors, the Group has the ability to fully control the operation of Harmony Success S.A. and appoints or approves the key management personnel of Harmony Success S.A. who have the ability to direct the relevant activities. The Group also has rights to the variable returns of Harmony Success S.A. Based on the aforementioned facts and circumstances, management is of the view that the Group controls Harmony Success S.A. and therefore it has been consolidated.

The Group sold the shares account for 40% of Harmony Success S.A. on 31 May 2017, please refer to Note 6. (23) for further information.

  • b: Subsidiaries excluded from consolidation: None.
  • (4) Foreign currency transactions

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

  • A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
  • B. Foreign currency items within the scope of IFRS 9 Financial Instruments (Before January 1, 2018: IAS 39 Financial Instruments: Recognition and Measurement) are accounted for based on the accounting policy for financial instruments.
  • C. Exchange differences arising on a monetary item that forms part of a reporting entity's net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

(5) Translation of financial statements in foreign currency

The assets and liabilities of foreign operations are translated at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized.

The following partial disposals are accounted for as disposals:

  • A. when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and
  • B. when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.

On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

(6) Current and non-current distinction

An asset is classified as current when:

  • A. The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
  • B. The Group holds the asset primarily for the purpose of trading
  • C. The Group expects to realize the asset within twelve months after the reporting period
  • D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • A. The Group expects to settle the liability in its normal operating cycle
  • B. The Group holds the liability primarily for the purpose of trading
  • C. The liability is due to be settled within twelve months after the reporting period
  • D. The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
  • (7) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Time deposits which mature over three months are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. They are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, therefore they are reported as cash and cash equivalents.

(8) Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments (Before 1 January 2018: IAS 39 Financial Instruments: Recognition and Measurement) are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

A. Financial instruments: Recognition and Measurement

The accounting policy from 1 January 2018 as follow:

The Group accounts for regular way purchase or sales of financial assets on the trade date.

The Group classified financial assets as subsequently measured at amortized cost or fair value through other comprehensive income on the basis of both:

  • (a) the Group's business model for managing the financial assets and
  • (b) the contractual cash flow characteristics of the financial asset.

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

  • (a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
  • (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • (a) purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
  • (b) financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Financial asset measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • (a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
  • (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:

  • (a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
  • (b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
  • (c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
  • i. Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
  • ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

The accounting policy before 1 January 2018 as follow:

The Group accounts for regular way purchase or sales of financial assets on the trade date.

Financial assets of the Group are classified as financial assets at fair value through profit or loss, available-for-sale financial assets, held-to-maturity investments and loans and receivables. The Group determines the classification of its financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated as at fair value through profit or loss. A financial asset is classified as held for trading if:

  • (a) it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
  • (b) on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
  • (c) it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial asset at fair value through profit or loss; or a financial asset may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • (a) it eliminates or significantly reduces a measurement or recognition inconsistency; or
  • (b) a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Financial assets at fair value through profit or loss are measured at fair value with changes in fair value recognized in profit or loss. Dividends or interests on financial assets at fair value through profit or loss are recognized in profit or loss (including those received during the period of initial investment).

Available-for-sale financial assets

Available-for-sale investments are non-derivative financial assets that are designated as available-for-sale or those not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets, or loans and receivables.

Foreign exchange gains and losses and interest calculated using the effective interest method relating to monetary available-for-sale financial assets, or dividends on an available-for-sale equity instrument, are recognized in profit or loss. Subsequent measurement of available-for-sale financial assets at fair value is recognized in equity until the investment is derecognized, at which time the cumulative gain or loss is recognized in profit or loss.

If equity instrument investments do not have quoted prices in an active market and their fair value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

Held-to-maturity financial assets

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Group has the positive intention and ability to hold it to maturity, other than those that are designated as available-for-sale, classified as financial assets at fair value through profit or loss, or meet the definition of loans and receivables.

After initial measurement held-to-maturity financial assets are measured at amortized cost using the effective interest method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs. The effective interest method amortization is recognized in profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group upon initial recognition designates as available for sale, classified as at fair value through profit or loss, or those for which the holder may not recover substantially all of its initial investment.

Loans and receivables are separately presented on the balance sheet as receivables or debt instrument investments for which no active market exists. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs. The effective interest method amortization is recognized in profit or loss.

B. Impairment of financial assets

The accounting policy from 1 January 2018 as follow:

The Group is recognized a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.

The Group measures expected credit losses of a financial instrument in a way that reflects:

  • (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
  • (b) the time value of money; and
  • (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

The loss allowance is measures as follow:

  • (a) At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance for a financial asset at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that condition is no longer met.
  • (b) At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
  • (c) For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Group needs to assess whether the credit risk on a financial asset has been increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

The accounting policy before 1 January 2018 as follow:

The Group assesses at each reporting date whether there is any objective evidence that a financial asset other than the financial assets at fair value through profit or loss is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more loss events that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset. The carrying amount of the financial asset impaired, other than receivables impaired which are reduced through the use of an allowance account is reduced directly and the amount of the loss is recognized in profit or loss.

Loss events include:

  • (a) significant financial difficulty of the issuer or obligor; or
  • (b) a breach of contract, such as a default or delinquency in interest or principal payments; or
  • (c) it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
  • (d) the disappearance of an active market for that financial asset because of financial difficulties.

For held-to-maturity financial assets and loans and receivables, the Group first assesses individually whether objective evidence of impairment exists individually for financial asset that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exits for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. Interest income is accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

Receivables together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to profit or loss.

C. Derecognition of financial assets

A financial asset is derecognized when:

  • (a) The rights to receive cash flows from the asset have expired
  • (b) The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred
  • (c) The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

D. Financial liabilities and equity

Classification between liabilities or equity

The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

Compound instruments

The Group evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Group assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.

For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.

For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not re-measured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments (before 1 January 2018: IAS 39 Financial Instruments: Recognition and Measurement).

Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.

On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.

Financial liabilities

Financial liabilities within the scope of IFRS 9 Financial Instruments (before 1 January 2018: IAS 39 Financial Instruments: Recognition and Measurement) are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. A financial liability is classified as held for trading if:

  • (a) it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
  • (b) on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
  • (c) it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • (a) it eliminates or significantly reduces a measurement or recognition inconsistency; or
  • (b) a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Gains or losses on the subsequent measurement of liabilities at fair value through profit or losses including interest paid are recognized in profit or loss.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

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

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

E. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

(9) Derivative instrument

The Group uses derivative instruments to hedge its foreign currency risks. A derivative is classified in the balance sheet as financial assets or liabilities at fair value through profit or loss (held for trading) except for derivatives that are designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.

Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognized in equity.

Before 1 January 2018, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss.

(10)Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • A. In the principal market for the asset or liability, or
  • B. In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

(11)Inventories

Inventories are bunker oil and are carried at the lower of cost or net realizable value. The cost of fuel is determined using the "weighted-average" cost method. Net realizable value is the determined based on the estimated selling price in the ordinary course of business, less the estimated selling expenses at the end of the period.

(12)Investments accounted for using equity method

The Group's investment in its associate is accounted for using equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence.

Under equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group's share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group's related interest in the associate.

When the associate issues new stock, and the Group's interest in an associate is reduced or increased as the Group fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment accounted for using equity method. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate.

The financial statements of the associate are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures (before 1 January 2018: IAS 39 Financial Instruments: Recognition and Measurement). If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the 'share of profit or loss of an associate' in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Group estimates:

  • A. Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
  • B. The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.

Upon loss of significant influence over the associate, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply equity method and does not remeasure the retained interest.

(13)Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. 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 is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

All major components of the vessels are depreciated on a straight-line basis over the useful life of the assets. Depreciation is based on cost less the estimated residual value. The residual value is estimated as the lightweight tonnage of each vessel multiplied by scrap value per ton.

The dry-docking cost, including acquisition of a new vessel, is separated from the remaining cost of the vessel. These two cost elements are recognized and depreciated separately. For the building of new vessels, the initial dry-docking cost is also segregated and capitalized separately.

The Group has a long-term plan for dry-docking of the vessels. Dry-docking cost is capitalized and depreciated until the next planned dry-docking. Other capitalized improvements are depreciated over the estimated economic life.

The carrying values of vessels and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Valuations are performed frequently to ensure that the fair value of a revalued asset does not differ materially from its carrying amount. The residual values, useful lives, and depreciation methods are reviewed, and adjusted if appropriate, at the end of each reporting period, except for those cases which are of little consequence.

A vessel or item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising from derecognition of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement in the year the asset is derecognized.

Expenditures on the building of new vessels are capitalized as vessels under construction as they are paid. Capitalized value is reclassified from vessel under construction to vessels upon delivery from the dock. The total acquisition cost of a vessel is determined based on the sum of installments paid plus the costs incurred during the construction period. Borrowing costs that are attributable to the construction of the vessels are capitalized as part of the vessel. The interest rate is based on the weighted-average borrowing costs for the Group, limited to the total borrowing costs incurred in the period.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

vessels 15-25 years
vessel equipment 3-5 years
dry-dockings 2.5 years
other 3-10 years

The assets residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.

(14)Leases

Group as a lessee

Finance leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in profit or loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

(15)Impairment of non-financial assets

The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cashgenerating unit's ("CGU") fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or cashgenerating unit's recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

(16)Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract or the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.

(17)Revenue recognition

The accounting policy from 1 January 2018 as follow:

Hire Revenue

Hire revenue is recognized when it is probable that the economic benefits will flow to the Group and when the revenue can be measured reliably. The revenue is measured at the fair value of consideration that the Group has received or had the right to receive. The revenue is recognized on a time proportion basis over the lease term.

Freight Revenue and Vessel Management Revenue

The Group's revenue arising from contracts with customers are rendering of services, including shipping services and vessel management services. Such services are separately priced or negotiated based on the contract period that provide the services. As the Group provides the services over the contract period, so that the customers simultaneously receive and consume the benefits provided by the Group. The services are satisfied over time, thus, revenue are recognized by reference to the stage of completion over the period.

Most of the contractual considerations of the Group are received on average during the contract period after the provision of services. When the Group has performed the services to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, then the Group has the obligation to provide the services subsequently and it should be recognized as contract liabilities.

The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component is arised.

The accounting policy before 1 January 2018 as follow:

Revenue is recognized when it is probable that the economic benefits will flow to the Group and when the revenue can be measured reliably. The revenue is measured at the fair value of consideration that the Group has received or had the right to receive. The revenue is recognized on the following basis:

  • (a) From freight, on a percentage of completion basis;
  • (b) From chartering hire, on a time proportion basis over the lease term;
  • (c) From vessel management, in the period in which the vessels are managed in accordance with the respective agreement;
  • (d) Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the customer.

(18)Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(19)Post-employment benefits

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted and disclosed for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events.

(20)Income taxes

Interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

  1. Significant accounting judgments, estimates and assumptions

The same significant accounting judgments and key sources of estimates and uncertainty have been followed in these consolidated financial statements as were applied in the preparation of the Company's consolidated financial statements for the year ended 31 December 2017. Please refer to the Note 5 in the consolidated financial statements as at 31 December 2017 for details.

6. Contents of significant accounts

(1) Cash and cash equivalents

30 June
2018
31 December 2017
Cash on hand \$7,481 \$4,535
Check deposits 181 185
Demand deposits 16,540,559 13,465,881
Time deposits 9,804,336 27,390,040
Total \$26,352,557 \$40,860,641

As at 30 June 2018 and 31 December 2017, cash and cash equivalents with carrying amounts of \$46,289,228 and \$52,024,592 respectively, were pledged to secure bank loans and were classified under other financial assets.

(2) Financial instruments at fair value through profit or loss

30 June 2018 31 December 2017
Financial liabilities at fair value through profit or loss
-Financial liabilities held for trading-current \$2,308,602 \$3,009,409

As at 30 June 2018 and 31 December 2017, the amount of the Group's derivative instruments -put right embedding in bonds payable were \$2,308,602 and \$3,009,409 respectively, were recognized as financial liabilities held for trading-current. Please refer 6.(13) for further details.

(3) Financial assets at fair value through other comprehensive income

31 December
30
June
2018
2017 (note)
Debt
instrument investments measured at fair value
through other comprehensive income
Bonds
Current \$991,843 \$-

Note:The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate period periods in accordance with the transition provision in IFRS 9.

  • A. For the amount of aforementioned financial assets pledged for bank loans as at 30 June 2018, please refer to Note 8.
  • B. For the credit risk information of financial assets at fair value through other comprehensive income, please refer to Note 12.

(4) Available-for-sale financial assets

30 June 2018
(note)
31 December 2017
Available-for-sale financial assets
Bonds
Current \$- \$1,028,103

Note: The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate period periods in accordance with the transition provision in IFRS 9.

The Group adopted IAS 39 before 1 January 2018 and classified certain financial assets as available-for-sale financial assets. Please refer to Note 8 for more details on available-for-sale financial assets pledged for bank loans as at 31 December 2017.

(5) Held-to-maturity financial assets

30 June 2018
(note) 31 December 2017
Held-to-maturity financial assets
Bonds
Current \$- \$614,211

Note: The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate period periods in accordance with the transition provision in IFRS 9.

A. As at 31 December 2017, the held-to-maturity financial assets had maturities in February 2018.

B. For the amount of aforementioned financial assets pledged for bank loans as at 31 December 2017, please refer to Note 8.

(6) Financial instruments for hedging

30 June 2018
31 December 2017
\$62,915
\$(986)
\$154,821
\$80,058

The Group's risk control activities and hedging strategy relate primarily to the Group's operating activities. As the Group has variable interest rate loan with bank, its future cash flows are exposed to interest rate risks and subject to interest rate fluctuations. In order to manage interest rate risks, the Group engages in interest rate swap contract to hedge the interest risk for better control and measurement of such risks. These interest rate swap contracts are cash flow hedges.

Interest rate swap contracts are designed to match the hedged items. The unsettled Interest rate swap contracts at 30 June 2018 and 31 December 2017 were as follows:

As at 30 June 2018

Periods when the
related profit or loss
Fair value of are expected to
designated Periods when the affect the statement
hedging cash flows are of comprehensive
Hedging
instrument
Financial assets(liabilities) for hedging –
instrument
current
expected to occur income Amount
Interest rate swap contracts \$62,915 2018/07~2019/06 2018/07~2019/06 \$9,855,000
Financial assets(liabilities) for hedging –non-current
Interest rate swap contracts \$154,821 2019/07~2021/06 2019/07~2021/06 \$8,605,000
As 31 December 2017
Periods when the
related profit or loss
Fair value of are expected to
designated
hedging
Periods when the
cash flows are
affect the statement
of comprehensive
Hedging instrument instrument expected to occur income Amount
Derivative
financial assets(liabilities) for hedging –current
Interest rate swap contracts \$(986) 2018/01~2018/12 2018/01~2018/12 \$10,480,000
Derivative financial assets (liabilities) for hedging –non-current
Interest rate swap contracts \$80,058 2019/01~2021/06 2019/01~2021/06 \$9,230,000
(7) Accounts
receivable, net
30 June 2018 31 December 2017
Accounts receivable \$5,365,517 \$4,411,196
Less: loss allowance (149,046) (83,258)
Subtotal 5,216,471 4,327,938
Accounts receivable-related parties 524,999 221,707
Less: loss allowance - -
Subtotal 524,999 221,707
Net accounts receivable \$5,741,470 \$4,549,645

The aforementioned accounts receivable are generated by the operation and the Group does not hold any collateral for such trade receivables.

The Group adopted IFRS 9 for impairment assessment since 1 January 2018. Please refer to Note 6.18 for more details on impairment of accounts receivable. The Group adopted IAS 39 for impairment assessment before 1 January 2018. The movements in the provision for impairment of trade receivables and trade receivables-related parties are as follows: (Please refer to Note 12 for more details on credit risk management.)

31 December 2017
Amount at beginning of period \$83,258
Provision for impairment 79,487
Write off (79,487)
Amount at end of period \$83,258

Impairment loss that was individually determined at 31 December 2017, and was arose due to the fact that the counterparty was in financial difficulties. The amount of impairment loss recognized was the difference between the carrying amount of the trade receivable and the present value of its expected recoverable amount. The Group does not hold any collateral for such accounts receivables.

The aging analysis of accounts receivable and accounts receivable from related parties, net was as follow:

Neither Past due but not impaired
past due nor Under 7~12 13~18 19~24 Over
impaired 6 months months months months 24 months Total
2017.12.31 \$3,902,583 \$85,854 \$338,855 \$124,253 \$98,100 \$- \$4,549,645

The Group's major revenue comes from freight revenue and hire revenue. Freight revenue is recognized on the percentage of completion basis according to the sailing time of each trip. Hire revenue is recognized monthly on accrual basis. The main portion of accounts receivable include hire revenue as contracted, hire dispute, vessel delay.

(8) Inventories

30 June 2018 31 December 2017
Fuel \$5,381,299 \$3,893,003

As at 30 June 2018 and 31 December 2017, the aforementioned inventories were not pledged as collateral.

(9) Investments accounted for using the equity method

30 June 2018 31 December 2017
Investees Carrying
amount
Percentage of
ownership (%)
Carrying
amount
Percentage of
ownership (%)
Investments in associates:
Pescadores Investment and
Development Inc. \$4,684,205 40% \$3,655,924 40%
  • A. For the purpose of building the Group's headquarter, the Group has participated in an investment with Pescadores Co., Ltd. and Mr. Lan Chun Sheng by subscribing for new shares of Pescadores Investment and Development Inc., of which capital has amounted to NT\$1 billion. The Group holds 40% of the shares issued by Pescadores Investment and Development Inc.
  • B. The Group has subscribed for new shares of Pescadores Investment and Development Inc., of which capital has amounted to NT1.12 billion, with a par value of NT\$10 per share for 4,800,000 shares. The Group remains 40% share of the shares issued by Pescadores Investment and Development Inc. As at 2 April 2018, the Group had fully paid the amount. As at 11 May 2018, Pescadores Investment and Development Inc. had completed the alteration of the registered capital amount.
  • C. The summary financial information of the investment in associa was as follow:
30 June 2018 31 December 2017
Current assets \$889,295 \$401,896
Non-current assets 141,016,522 144,318,524
Current liabilities (188,739) (135,580,611)
Non-current liabilities (130,006,566) -
Equity 11,710,512 9,139,809
Percentage of ownership (%) 40% 40%
Group's carrying amount of the investment \$4,684,205 \$3,655,924
For the Three Months
Ended 30 June
For the Six Months
Ended 30 June
2018 2017 2018 2017
Revenue \$- \$- \$- \$-
Profit for the year
(continuing operations) (613,522) (598,080) (1,195,061) (1,152,921)
Other comprehensive
income for the year - - - -
Comprehensive
income for the year \$(613,522) \$(598,080) \$(1,195,061) \$(1,152,921)

(a) The investments in associates do not have a quoted market price in active market.

  • (b) The investments in associates had no contingent liabilities, capital commitments, or guaranty
  • D. As at 30 June 2018 and 31 December 2017, the foreign exchange rate effect for investments accounted for using the equity method were as follows
30 June 2018 31 December 2017
Pescadores Investment and Development Inc. \$14,484 \$336,015

E. The aforementioned investments in associates had no contingent liabilities, capital commitments, or guaranty as at 30 June 2018 and 31 December 2017.

(10)Property, plant and equipment

Foreign
Beginning exchange rate
30 June 2018 balance Addition Disposal Re-classification effects Ending balance
Cost
Vessel \$3,193,780,321 \$2,234,429 \$- \$99,831,768 \$(61,900) \$3,295,784,618
Vessel equipment 15,459,370 1,127,941 - - (310) 16,587,001
Dry-dock 21,893,845 5,420,450 - 142,649 (13,471) 27,443,473
Transportation equipment 184,812 - - - (4,247) 180,565
Office equipment 252,386 6,126 - - (5,985) 252,527
Leased assets 108,225,403 413,382 - 26,000,000 - 134,638,785
Leasehold improvements 90,886 6,438 - - (2,284) 95,040
Total 3,339,887,023 9,208,766 - 125,974,417 (88,197) 3,474,982,009
Accumulated depreciation
Vessel 634,384,543 59,792,363 - - (13,606) 694,163,300
Vessel equipment 8,206,314 1,553,574 - - (320) 9,759,568
Dry-dock 10,131,485 4,568,988 - (209,959) (5,780) 14,484,734
Transportation equipment 184,812 - - - (4,247) 180,565
Office equipment 211,851 6,574 - - (5,068) 213,357
Leased assets 18,132,434 2,425,798 - - - 20,558,232
Leasehold improvements 68,486 3,212 - - (1,671) 70,027
Total 671,319,925 68,350,509 - (209,959) (30,692) 739,429,783
Net Balance \$2,668,567,098 \$(59,141,743) \$- \$126,184,376 \$(57,505) \$2,735,552,226
Foreign
31 December 2017 Beginning
balance
Addition Disposal Re
classification
exchange rate
effects
Ending balance
Cost
Vessel \$2,900,034,948 \$1,214,975 \$9,153,048 \$301,475,479 \$207,967 \$3,193,780,321
Vessel equipment 15,064,310 3,175,995 2,709,478 (72,500) 1,043 15,459,370
Dry-dock 20,999,113 8,990,109 9,957,691 1,831,988 30,326 21,893,845
Transportation equipment 170,543 - - - 14,269 184,812
Office equipment 232,900 - - - 19,486 252,386
Leased assets 93,516,827 15,226,725 518,149 - - 108,225,403
Leasehold improvements 83,869 - - - 7,017 90,886
Total 3,030,102,510 28,607,804 22,338,366 303,234,967 280,108 3,339,887,023
Accumulated depreciation
Vessel 532,386,291 113,495,563 3,497,530 (8,025,408) 25,627 634,384,543
Vessel equipment 7,898,630 3,088,966 2,709,478 (72,500) 696 8,206,314
Dry-dock 10,597,120 9,619,367 9,850,937 (240,994) 6,929 10,131,485
Transportation equipment 170,543 - - - 14,269 184,812
Office equipment 184,077 12,100 - - 15,674 211,851
Leased assets 14,820,513 3,830,070 518,149 - - 18,132,434
Leasehold improvements 56,945 6,627 - - 4,914 68,486
Total 566,114,119 130,052,693 16,576,094 (8,338,902) 68,109 671,319,925
Net Balance \$2,463,988,391 \$(101,444,889) \$5,762,272 \$311,573,869 \$211,999 \$2,668,567,098
  • A. As at 30 June 2018 and 31 December 2017, the residual value of the vessels amounted to \$421,580 thousand and \$402,413 thousand, respectively, and the estimated useful lives were ranging from 15 to 25 years and 15 to 25 years.
  • B. As at 30 June 2018 and 31 December 2017, the Group had deposited the chartering income of some vessels, including those still being building, into reserve accounts of lending institutions.
  • C. For the amount of property, plant and equipment under pledge at 30 June 2018 and 31 December 2017, please refer to Note 8.
  • D. As at 30 June 2018 and 31 December 2017, the Group has entered into certain shipbuilding contracts. Refer to Note 9.(1) for further details.
  • E. For the six months ended 30 June 2018 and 2017, the Group disposed of certain vessels for \$0 and \$4,332,250 which resulted in a loss on disposal of property and equipment of \$0 and \$1,430,022, respectively.
  • F. For the six months ended 30 June 2018 and 2017, the amounts of total interest expense before capitalization of borrowing costs were \$27,523,063 and \$20,307,881; the capitalization of interest were \$46,773 and \$71,941, and the interest rates of capitalization of interest were 1.35~4.34% and 3~3.5%, respectively.

(11)Other noncurrent assets-Other

30 June 2018 31 December 2017
Prepayment for vessels \$30,495,000 \$52,856,831
Deferred expenses 30,775 31,880
Total \$30,525,775 \$52,888,711

Prepayment for vessels is the amount prepaid for building new vessels.

(12)Loans and borrowings

30 June 2018 31 December 2017
Bank loans-Short-term borrowings \$40,810,816 \$44,399,387
Long-term borrowings (including current portion) \$1,650,036,972 \$1,651,263,233

A. Terms and conditions of outstanding loans were as follows:

Nominal
Loans Currency interest rate Year of maturity Amount
30 June 2018
Unsecured USD 3.16%~4.01% 2016.06.30~2019.12.29 \$24,000,000
JPY 0.88%~1.20% 2017.05.31~2019.08.31 11,570,099
Secured USD 2.94%~5.00% 2009.02.20~2026.06.30 918,076,532
JPY 0.85%~2.13% 2005.12.12~2030.04.02 722,966,095
TWD 1.76%~2.06% 2016.03.28~2023.03.28 14,235,062
Total \$1,690,847,788
Nominal interest
Loans Currency rate Year of maturity Amount
31 December 2017
Unsecured USD 2.10%~3.04% 2016.06.30~2019.03.26 \$23,750,000
JPY 0.88%~1.13% 2017.05.31~2019.08.31 11,104,207
Secured USD 1.97%~4.16% 2009.02.20~2026.06.30 908,495,757
JPY 0.85%~2.11% 2005.12.12~2030.04.02 737,635,236
TWD 1.76%~1.86% 2016.03.28~2023.03.28 14,677,420
Total \$1,695,662,620

B. Future settlements of long-term loans and borrowings were as follows:

Maturity Period 30 June 2018 31 December 2017
Within one year \$275,076,296 \$217,027,648
Beyond one year and up to five years 1,003,229,343 1,017,159,280
More than five years 371,731,333 417,076,305
Total \$1,650,036,972 \$1,651,263,233
  • (a) As at 30 June 2018 and 31 December 2017, WML had provided financing guarantees for its subsidiaries of \$1,272,956 thousand and \$1,319,653 thousand, respectively.
  • (b) As at 30 June 2018 and 31 December 2017, the Group had unused credit facilities of \$63,466 thousand and \$40,773 thousand, respectively.
  • (c) The Group's covenants under the loan agreements are as follows:
  • i. Loan lenders shall be notified of any significant movement of the Group's shareholder's equity.
  • ii. In certain circumstances, the Group retains the option to select the currency to be used for loan or debt settlement.
  • iii. Some equity shares of the Company's subsidiaries were pledged to secure bank loans.
  • (d) As at 30 June 2018 and 31 December 2017, WML and the Company had provided financial guarantees for the Company's subsidiaries. Please refer to Note 9.(2) for further details.

(13)Bonds Payable

30 June 2018 31 December 2017
Convertible bonds \$53,469,402 \$53,814,622
Less: current portion 10,902,400 10,773,060
Net \$42,567,002 \$43,041,562

A. The Group's overseas convertible bonds were as follows:

30 June
2018
31 December 2017
First R.O.C. unsecured convertible bonds issued in 2012
Convertible bonds issued \$- \$20,387,360
Discounted on bonds payable - -
Accumulated converted amount - (11,676,075)
Accumulated redeemed amount - (7,811,807)
Valuation on bonds payable - (899,478)
Net - -
Less: Current portion of bonds payable - -
Subtotal - -
First Singapore unsecured convertible bonds issued in 2013
Convertible bonds issued 60,000,000 60,000,000
Discounted on bonds payable (97,600) (226,940)
Accumulated converted amount (49,000,000) (49,000,000)
Net
Less: Current portion of bonds payable
10,902,400
(10,902,400)
10,773,060
(10,773,060)
Subtotal - -
Second Singapore unsecured convertible bonds
issued in
2015
Convertible bonds issued 80,000,000 80,000,000
Discounted on bonds payable (201,222) (256,397)
Accumulated converted amount - -
Accumulated redeemed amount (75,000,000) (75,000,000)
Net 4,798,778 4,743,603
Less: Current portion of bonds payable - -
Subtotal 4,798,778 4,743,603
Second R.O.C. secured convertible bonds issued in 2017
Convertible bonds issued 13,218,771 13,218,771
Discounts on bonds payable (903,861) (1,101,982)
Accumulated converted amount - -
Accumulated redeemed amount
Valuation on bonds payable
-
(86,056)
-
203,083
Net 12,228,854 12,319,872
Less: Current portion of bonds payable - -
Subtotal 12,228,854 12,319,872
Third R.O.C. unsecured convertible bonds issued in 2017
Convertible bonds issued 26,307,136 26,307,136
Discounts on bonds payable (720,281) (883,527)
Accumulated converted amount - -
Accumulated redeemed amount - -
Valuation on bonds payable (47,485) 554,478
Net 25,539,370 25,978,087
Less: Current portion of bonds payable - -
Subtotal 25,539,370 25,978,087
Total \$42,567,002 \$43,041,562
Embedded derivative instruments-put right,
accounted under financial liabilities at fair value
through profit or loss \$2,308,602 \$3,009,409
Equity components-Capital surplus, accounted
under capital surplus and other \$7,124,808 \$7,124,808
Liability components-Financial liabilities reported
at fair value through (profit) or loss \$(700,807) \$(1,114,575)
Interest expense \$686,794 \$1,672,874
Item First R.O.C. unsecured convertible bonds issued in 2012
1. Offering amount NT\$600,000 thousand
2. Issue date 29 March 2012
3. Outstanding amount NT\$0 thousand
4. Interest The bonds will not bear any interest.
5. Issue Period From 29 March 2012 to the maturity date of 29 March 2017
6. Guarantee Institutions None
7. Settlement A converting bond holder can convert bonds into the Company's common
stock or execute put option based on the Company's conversion rules. The
Company can also buy back cancellation from bonds dealers. Otherwise, bonds
are repayable at face value by cash when they mature.
8. Redemption at the The bondholders can execute put option after two years from issuance date (29
option of the holder March 2014). The Company should send through registered mail the
"Notification of bondholder's put option" 30 days before the maturity date.
(The list of bondholders who should receive the notification through registered
mail is based on the register list 5 business days before mailing date. Investors
who purchase the bonds after the mailing date are notified through
announcement.) OTC (Over the Counter) should be notified by the Company
and should announce the bondholder's put option; a written notification should
be sent to the share transfer agent by bondholders 30 days after the OTC's
announcement. The redemption value is the bonds face value plus interest.
(Face value * 101% after two years maturity period, the real yield is 0.5%).
After accepting the redemption request, the Company should redeem the bonds
by cash within 5 business days after the maturity date.
9. Conversion (a)
Conversion period
The bondholders will have the right to convert their bonds at any time during
the conversion period commencing 30 April 2012 (the 30th day following the
closing date) and ending at the close of business on 19 March 2017 (the 10th
day prior to the maturity Date), provided, however, that the conversion right
during any closed period shall be suspended and the conversion period shall
not include any such closed period, which means (i) the period during which
the Company may be required to close its stock transfer books under ROC
laws and regulations applicable from time to time; (ii) the period beginning
on the 15th trading day prior to the record date for the distribution of stock or
cash dividends, or subscription of new shares due to capital increase to the
date ending on (and including) such record date; (iii) the period beginning
on the record date of a capital reduction to one day prior to the trading day
on which the shares of the Company are reissued after such capital reduction.
(b)
Conversion price
The conversion price had been adjusted from NT\$46.00 per share to
NT\$40.36 per share effective 14 August 2012.
The conversion price had been adjusted from NT\$40.36 per
share to
NT\$36.80 per share effective 20 August 2013.
The conversion price had been adjusted from NT\$36.80 per share to
NT\$33.70 per share effective 2 August 2014.
The conversion price had been adjusted from NT\$33.70 per share to
NT\$31.30 per share effective 4 July 2015.
The conversion price had been adjusted from NT\$31.30 per share to
NT\$29.20 per share effective 3 July 2016.
The conversion price had been adjusted from NT\$29.20 per share to
NT\$29.10 per share effective 28 October 2016.

B. The offering information of the overseas convertible bonds was as follows:

Item First Singapore unsecured convertible bonds issued in 2013
1. Offering amount US\$60 million
2. Issue date 12 November 2013
3. Outstanding amount US\$11,000 thousands
4. Interest The bonds will not bear any interest.
5. Issue Period From 12 November 2013 to maturity date of 12 November 2018
6. Guarantee Institutions None
7. Settlement Unless the bonds have been previously redeemed, repurchased and cancelled or converted, the
bonds will be redeemed by the Company on maturity date at an amount equal to the principal
amount of the bonds with a yield-to-maturity of 2.0% per annum, calculated on semi-annual
basis, which is 110.46% of the principal amount.
8. Redemption at the
option of the holder
(1) Each holder has the right to require the Company to redeem all or any portion of the
principal amount of such holder's bonds on 12 November 2015 at a redemption price
equal to the principal amount of the bonds with a yield-to-maturity of 2.0% per
annum, calculated on semi-annual basis, which is 104.06% of the principal amount.
(2) In the event that the Company's common shares ceased to be listed or admitted
to trading on the TWSE, each holder has the right to require the Company to
redeem all or any portion of the principal amount of such holder's bonds at the
early redemption amount equal to the principal amount of the bonds with a yield
to-maturity of 2.0% per annum, calculated on semi-annual basis.
(3) In the event of change of control occurs with respect to the Company, each holder
has the right to require the Company to redeem all or any portion of the principal
amount of such holder's bonds at the early redemption amount.
9. Conversion (1) Conversion period
Unless the bonds have been redeemed before maturity, repurchased and
cancelled or converted, each holder of the bonds will have the right at any time
during the conversion period commencing 23 December 2013 (the 41st day
following the closing Date) and ending at the close of business on 2 November
2018 (the 10thday prior to the maturity Date), to convert their bonds.
(2) Conversion price
The conversion price was NT\$35.3369 per share which was100.1% of the closing
price reported by the TWSE in respect of the common shares of the Company on 4
November 2013.
The conversion price had been adjusted from NT\$35.3369 per share to NT\$32.6486
per share effective 2 August 2014.
The conversion price had been adjusted from NT\$32.6486 per share to NT\$30.3524
per share effective 4 July 2015.
The conversion price had been adjusted from NT\$30.3524 per share to NT\$28.3011
per share effective 3 July 2016.
The conversion price had been adjusted from NT\$28.3011 per share
to
NT\$28.2794 per share effective 28 October 2016.
The conversion price had been adjusted from NT\$28.2794 per share to NT\$26.0777
per share effective 29 July 2017.
The conversion price had been adjusted from NT\$26.0777 per share
to
NT\$25.8578 per share effective 3 November 2017.
(3) Conversion to common shares
Upon conversion, the number of common shares converted is calculated by the
issuance price (translated at a fixed exchange rate applicable on conversion of bonds
of NT\$29.4180 =US\$1.00) divided by the conversion price on the conversion date.
Item Second Singapore unsecured convertible bonds issued in 2015
1. Offering amount US\$80 million
2. Issue date 10 April 2015
3. Outstanding amount US\$5 million
4. Interest The bonds will not bear any interest.
5. Issue Period From 10 April 2015 to maturity date of 10 April 2020
6. Guarantee Institutions None
7. Settlement Unless the bonds have been previously redeemed, repurchased and cancelled or converted,
the bonds will be redeemed by the Company on maturity date at an amount equal to the
principal amount of the bonds with a yield-to-maturity of 2.0% per annum, calculated on
semi-annual basis, which is 110.46% of the principal amount.
8. Redemption at the
option of the holder
(1) Each holder has the right to require the Company to redeem all or any portion of
the principal amount of such holder's bonds on 10 April 2017 at a redemption price
equal to the principal amount of the bonds with a yield-to-maturity of 2.0% per
annum, calculated on semi-annual basis, which is 104.06% of the principal amount.
(2) In the event that the Company's common shares ceased to be listed or admitted
to trading on the TWSE, each holder has the right to require the Company to
redeem all or any portion of the principal amount of such holder's bonds at the
early redemption amount equal to the principal amount of the bonds with a yield
to-maturity of 2.0% per annum, calculated on semi-annual basis.
(3) In the event of change of control occurs with respect to the Company, each holder
has the right to require the Company to redeem all or any portion of the principal
amount of such holder's bonds at the early redemption amount.
9. Conversion (1) Conversion period
Unless the bonds have been redeemed before maturity, repurchased and
cancelled or converted, each holder of the bonds will have the right at any time
during the conversion period commencing 21 May 2015 (the 41st day following
the closing Date) and ending at the close of business on 31 March 2020 (the
10thday prior to the maturity Date), to convert their bonds.
(2) Conversion price
The conversion price was NT\$42.79 per share which was 110% of the closing price
reported by the TWSE in respect of the common shares of the Company on 1April 2015.
The conversion price had been adjusted from NT\$42.79 per share to NT\$39.78
per share effective 4 July 2015.
The conversion price had been adjusted from NT\$39.78 per share to NT\$37.09
per share effective 3 July 2016.
The conversion price had been adjusted from NT\$37.09 per share to NT\$36.43
per share effective 28 October 2016.
The conversion price had been adjusted from NT\$36.43 per share to
NT\$33.5938 per share effective 29 July 2017.
The conversion price had been adjusted from NT\$33.5938 per share to NT\$33.31
per share effective 3 November 2017.
(3) Conversion to common shares
Upon conversion, the number of common shares converted is calculated by the issuance
price (translated at a fixed exchange rate applicable on conversion of bonds of NT\$31.271
=US\$1.00) divided by the conversion price on the conversion date.
Item Second R.O.C. secured convertible bonds issued in 2017
1. Offering amount NT\$400,000 thousand
2. Issue date 30 September 2017
3. Outstanding amount NT\$400,000 thousand
4. Interest The bonds will not bear any interest.
5. Issue Period From 30 September 2017 to maturity date of 30 September 2020
6. Guarantee Institutions Bank Sinopac Company Limited
7. Settlement A converting bond holder can convert bonds into the Company's common stock or
execute put option based on the Company's conversion rules. The Company can also
buy back cancellation from bonds dealers. Otherwise, bonds are repayable at face value
by cash when they mature.
8. Redemption at the
option of the holder
The bondholders can execute put option after two years from issuance date (30
September 2019). The Company should send through registered mail the "Notification
of bondholder's put option" 40 days before the maturity date. (The list of bondholders
who should receive the notification through registered mail is based on the register list
5 business days before mailing date. Investors who purchase the bonds after the
mailing date are notified through announcement.) OTC (Over the Counter) should be
notified by the Company and should announce the bondholder's put option; a written
notification should be sent to the share transfer agent by bondholders 40 days after the
OTC's announcement. The redemption value is the bonds face value plus interest.
(Face value *0% after two years maturity period, the real yield is 0%). After accepting
the redemption request, the Company should redeem the bonds by cash within 5
business days after the maturity date.
9. Conversion (1) Conversion period
The bondholders will have the right to convert their bonds at any time during the
conversion period commencing 1 January 2018 (the 90th day following the closing
date) and ending at the close of business on 30 September 2020 (the maturity
Date), provided, however, that the conversion right during any closed period shall
be suspended and the conversion period shall not include any such closed period,
which means (i) the period during which the Company may be required to close
its stock transfer books under ROC laws and regulations applicable from time to
time; (ii) the period beginning on the 15th trading day prior to the record date for
the distribution of stock or cash dividends, or subscription of new shares due to
capital increase to the date ending on (and including) such record date; (iii) the
period beginning on the record date of a capital reduction to one day prior to the
trading day on which the shares of the Company are reissued after such capital
reduction.
(2) Conversion price
The conversion price was NT\$30 per share which was 106.07% of the average
closing price (NT\$28.28) reported by the TWSE in respect of the common shares
of the Company during the 3 trading day period prior to 22 September 2017.

The conversion price had been adjusted from NT\$30 per share to NT\$29.8 per share effective 3 November 2017.

Item Third R.O.C. unsecured convertible bonds issued in 2017
1. Offering amount NT\$800,000 thousand
2. Issue date 2 October 2017
3. Outstanding amount NT\$800,000 thousand
4. Interest The bonds will not bear any interest.
5. Issue Period From 2 October 2017 to maturity date of 2 October 2020
6. Guarantee Institutions None
7. Settlement A converting bond holder can convert bonds into the Company's common stock or
execute put option based on the Company's conversion rules. The Company can also
buy back cancellation from bonds dealers. Otherwise, bonds are repayable at face value
by cash when they mature.
8. Redemption at the The bondholders can execute put option after two years from issuance date (2 October
option of the holder 2019). The Company should send through registered mail the "Notification of
bondholder's put option" 40 days before the maturity date. (The list of bondholders
who should receive the notification through registered mail is based on the register list
5 business days before mailing date. Investors who purchase the bonds after the mailing
date are notified through announcement.) OTC (Over the Counter) should be notified
by the Company and should announce the bondholder's put option; a written
notification should be sent to the share transfer agent by bondholders 40 days after the
OTC's announcement. The redemption value is the bonds face value plus interest.
(Face value *1% after two years maturity period, the real yield is 0.5%). After accepting
the redemption request, the Company should redeem the bonds by cash within 5
business days after the maturity date.
9. Conversion (1) Conversion period
The bondholders will have the right to convert their bonds at any time during the
conversion period commencing 3 January 2018 (the 90th day following the closing
date) and ending at the close of business on 2 October 2020 (the maturity Date),
provided, however, that the conversion right during any closed period shall be
suspended and the conversion period shall not include any such closed period,
which means (i) the period during which the Company may be required to close its
stock transfer books under ROC laws and regulations applicable from time to time;
(ii) the period beginning on the 15th trading day prior to the record date for the
distribution of stock or cash dividends, or subscription of new shares due to capital
increase to the date ending on (and including) such record date; (iii) the period
beginning on the record date of a capital reduction to one day prior to the trading
day on which the shares of the Company are reissued after such capital reduction.
(2) Conversion price
The conversion price was NT\$29.5 per share which was 103.98% of the average
closing price (NT\$28.37) reported by the TWSE in respect of the common shares
of the Company during the 3 trading day period prior to 25 September 2017.

The conversion price had been adjusted from NT\$29.5 per share to NT\$29.3 per share effective 3 November 2017.

  • C. First R.O.C. unsecured convertible bonds issued in 2012 has matured on 29 March 2017.
  • D. The bondholders exercised the right to repurchase within the period of repurchase (five business days prior to April 10, 2017) the second overseas unsecured convertible bonds issued by the Group in 2015 according to the issuance prospectus. The bondholders requested that the consolidated company redeem the convertible bonds at 104.06% face value. The Group recognized loss from the right to repurchase of corporate bonds in the amount of US\$4,462 thousand ( under other loss item) after deducting the book values of the corporate bond and the liabilities of the right to repurchase from the repurchase price. The Group reclassified expired conversion rights of US\$5,871 thousand from Capital Surplus - Stock option from convertible bonds to Capital Surplus - Others. The book value of the second overseas unsecured convertible bonds issued by the Group in 2015, less the accumulated conversion has been reclassified to non-current liabilities after the expiration of resale period.

(14)Leases

A. Lessors

Chartering

Future hiring receivables as at 30 June 2018 and 31 December 2017 were as follows:

30 June 2018 31 December 2017
Within one year \$356,370,048 \$305,601,092
Beyond one year and up to
five years
619,286,596 594,859,161
More than five years 272,555,892 325,934,314
Total \$1,248,212,536 \$1,226,394,567

B. Lessee

(a) Bareboat Hire and Purchase (BBHP)

i. Future non-cancellable lease payments under financing lease as at 30 June 2018 and 31 December 2017:

30 June 2018 31 December 2017
Minimum Minimum
Lease Interest Lease Interest
Payment expense Payment expense
Within one year \$15,367,751 \$1,103,386 \$14,405,443 \$983,001
Beyond one year 26,827,406 3,491,458 20,086,115 2,602,883
and up to
five years
More than five years 56,061,614 1,172,495 39,291,974 1,083,523
Total \$98,256,771 \$5,767,339 \$73,783,532 \$4,669,407
  • ii. The Group planned to exercise its right to acquire some vessels in October 2009 and August 2017, and pay for the purchase price of the vessels after delivery. However, the Group and the lessor had both agreed to extend the lease term to October 2019 and August 2018, and the other conditions of the lease remained unchanged.
  • (b) Sale and lease back transaction
  • i. As at 30 June 2018 and 31 December 2017, the Group engaged in vessels sale and lease back transactions based on the operating performance and the investment strategies. The sale and lease back transactions resulted in financial leases, and the related information of these transactions was as follows:
Vessel Lease term Rent Contract price Interest rate
30 June 2018 A 7 years from 2012.12 \$347,750/quarter \$14,980,000 Max (3m Libor+2.2%, Taifx+1.2%, 2.5%)
Vessel Lease term Rent Contract price Interest rate
31 December 2017 A 7 years from 2012.12 \$347,750/quarter \$14,980,000 Max (3m Libor+2.2%, Taifx+1.2%, 2.5%)

ii. Future non-cancellable chartering payments as at 30 June 2018 and 31 December 2017 were as follows:

30 June 2018 31 December 2017
Within one year \$1,391,000 \$1,391,000
Beyond one year and up to five years 5,938,500 6,634,000
Total \$7,329,500 \$8,025,000
  • iii. Based on the BBHP contracts, the Group has the option to buy the vessels at maturity date in the third year of the lease agreements and can acquire the lease vessels when the Group makes the payment.
  • iv. As at 30 June 2018 and 31 December 2017, the Group has issued promissory notes of \$7,814 thousand and \$8,706 thousand, respectively, for these lease agreements.

(15) Post-Employment Defined Benefit Plan

A. Defined contribution plans

WELL and WII provide cash contribution at the rate of 6% of the employee's monthly wages to the Labor Pension personal account of the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act.

B. Defined benefit plans

WII also have a defined benefit plan covering all regular employees in accordance with the Labor Standards Act. This plan provides for a pension benefit payment of 2 units for each year of service. Each unit of retirement payment referred to above shall be computed as the average monthly salary for the last six months at the time of approved retirement. Under this plan, the Company contributes monthly an amount equal to 2% of gross salary to a pension fund, which is deposited into a designated depository account with the Bank of Taiwan.

(16)Equities

  • A. Capital
  • (a) On 21 October 2008, the Company was incorporated with a registered capital of NT \$3,300,000 thousand. In January 2009, based on the approval of the board of directors, the Company issued shares of stock worth NT\$2,000,000 thousand, divided into 200,000 thousand shares with par value of NT \$10 per share for listing in Taiwan purpose.

As at 30 June 2018 and 31 December 2017, the total outstanding capital of the Company amounted to NT\$6,167,076 thousand and NT\$6,167,076 thousand, consisting of 616,708 thousand and 616,708 thousand shares with a par value of NT \$10 per share.

  • (b) On 23 June 2017, the shareholders resolved at their meeting to distribute the 2016 capital surplus as cash at NT\$1.00 per share and increase capital by capitalizing its capital surplus of NT\$ 278,432 thousand, comprising 27,843 thousand shares with a par value of NT\$10. The record date of this capital increase was 29 July 2017.
  • (c) A resolution was passed at a board of directors meeting of the Company held on 28 July 2017 to issued 32,000,000 shares of stock with per value of NT\$10 per share. The board of directors authorized the chairman of directors to set the offering price at NT\$23.5 per share on 6 October. The issuance was approved by the Financial Supervisory Commission on 8 September 2017, and the subscription was completed on 3 November 2017.
  • (d) On 25 May 2018, the shareholders resolved at their meeting to distribute the 2017 capital surplus as cash at NT\$1.00 per share.
  • B. Capital Surplus

The components of the capital surplus were as follows:

30 June 2018 31 December 2017
From issuance of share capital \$24,746,317 \$45,340,993
Employee share options 338,321 338,321
Stock option from convertible bonds 1,254,063 1,254,063
Others 5,870,745 5,870,745
Total \$32,209,446 \$52,804,122

C. Retained earnings

The Company's distribution of directors' and supervisors' remuneration is based on the level of earnings and the resolution of the board of directors. Distributions of directors' and supervisors' remuneration are classified into cost or operating expense. Any difference between the amounts approved in the shareholders' meeting and those recognized in the financial statements, if any, is accounted for as a change in accounting estimates and is charged to profit or loss.

On 25 May 2018 and 23 June 2017, the Company's shareholders resolved at the shareholder's meeting to appropriate the 2017 and 2016 earnings, respectively. These earnings were distributed as dividends and remuneration to directors and supervisors as follows:

Unit: NTD
For the Years Ended 31 December
Item 2017 2016
Cash dividends distributed from Capital
surplus -per share \$1.00 \$1.00
Stock dividends distributed from Capital
surplus -per share \$- \$0.50

For the amount and estimate basis of Directors' and supervisors' remuneration please refer to Note 6.(19).E.

(17)Operating revenues

For the Three Months
Ended 30 June
For the Six Months
Ended 30 June
2018 2017 2018 2017
Revenue from contracts
with customers
Freight revenue \$3,964,586 \$4,289,758 \$5,916,386 \$9,512,935
Vessel management revenue 916,943 1,087,907 2,025,534 2,159,691
Subtotal 4,881,529 5,377,665 7,941,920 11,672,626
Hire revenue 100,245,515 79,844,350 196,124,474 156,142,022
Other operating revenue 2,367,026 1,302,078 4,353,896 2,596,476
Total \$107,494,070 \$86,524,093 \$208,420,290 \$170,411,124

Note: The Group has adopted IFRS 15 from 1 January 2018. The Group elected to apply the standard retrospectively by recognizing the cumulative effect of initially applying the standard at the date of initial application (1 January 2018).

Contract balances

As at 30 June 2018, the Group had no contract asset or contract liability from contracts with customers.

(18)Expected credit losses/(gains)

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018
2017(note)
2018 2017(note)
Operating expenses –
Expected
credit losses/(gains)
Accounts receivable \$144,041 \$- \$149,046 \$-

Note:The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

Please refer to Note 12 for more details on credit risk.

The Group measures the loss allowance of its accounts receivable at an amount equal to lifetime expected credit losses. The assessment of the Group's loss allowance as at 30 June 2018 is as follow:

Considering couterparties's credit rating, industry characteristics and past experiences, the loss allowance of accounts receivable is measured as a single group by using a provision matrix. Details for provision matrix are as follow:

Past due
Neither past Under 6 7~12 13~18 19~24 Over 24
due months months months months months Total
Gross carrying
amount \$5,236,674 \$135,224 \$51,903 \$341,712 \$125,003 \$- \$5,890,516
Loss ratio 0.63% 11.04% 15.11% 17.78% 26.18% 100%
Lifetime expected
credit losses 32,778 14,932 7,842 60,767 32,727 - 149,046
Net carrying
amount \$5,203,896 \$120,292 \$44,061 \$280,945 \$92,276 \$- \$5,741,470

The movement in the provision for impairment of accounts receivable during the period is as follows:

Accounts receivable
Beginning balance (in accordance with IAS 39) \$83,258
Beginning adjusted retained earnings -
Beginning balance (in accordance with IFRS 9) 83,258
Addition/(reversal) for the current period 149,046
Write off for past due over 24months (83,258)
Ending balance \$149,046

(19)Operating costs

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018 2017 2018 2017
Depreciation expense \$34,546,370 \$32,112,153 \$68,340,723 \$63,078,178
Cost of materials 10,602,507 10,330,846 18,869,383 20,175,826
Expenses for chartering services 6,471,265 6,416,418 13,393,981 12,750,013
Wages and personnel expenses 24,411,645 22,480,802 48,452,004 44,232,433
Other operating costs 2,464,501 2,614,310 5,225,796 5,264,568
Total \$78,496,288 \$73,954,529 \$154,281,887 \$145,501,018

A. Cost of materials

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018
2017
2018 2017
Fuel oil \$1,799,655 \$2,101,084 \$2,791,006 \$4,644,838
Lubricants 2,587,160 2,339,489 5,098,010 4,637,823
Materials 1,908,139 1,578,315 3,405,212 2,931,130
Spare parts 2,188,355 2,180,571 3,989,982 4,271,519
Survey fees 1,547,833 1,434,822 2,448,368 2,472,588
Repairs and maintenance 263,504 469,174 619,743 813,826
Paints 307,861 227,391 517,062 404,102
Total \$10,602,507 \$10,330,846 \$18,869,383 \$20,175,826

B. Expenses for chartering services

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018 2017 2017
Commissions \$4,032,026 \$2,885,184 \$7,729,084 \$5,541,537
Expenses at ports 619,403 820,846 1,147,594 1,835,427
Agency costs 154,873 192,784 297,280 404,266
Chartering expenses 93,031 1,052,200 1,114,398 2,084,892
Dispatch expenses 66,285 93,045 89,714 202,943
Postage and international
communication
708,440 680,446 1,417,721 1,323,015
Other 797,207 691,913 1,598,190 1,357,933
Total \$6,471,265 \$6,416,418 \$13,393,981 \$12,750,013

C. Wages and personnel expenses

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018
2017
2018 2017
Crew wages \$18,270,027 \$17,005,579 \$36,419,392 \$33,371,102
Insurance fees 2,224,854 1,969,181 4,610,756 4,150,974
Food and meals 1,598,299 1,506,293 3,224,865 2,983,732
Crew travel fees 1,529,717 1,370,930 2,718,379 2,533,151
Bonus 751,414 592,926 1,403,776 1,123,154
Pension cost 37,334 35,893 74,836 70,320
Total \$24,411,645 \$22,480,802 \$48,452,004 \$44,232,433

D. Other operating costs

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018 2017 2017
Hull and machinery insurance \$2,127,388 \$2,182,380 \$4,272,099 \$4,394,624
Compensation 143,419 193,100 506,507 369,177
Lease payments 79,162 77,535 156,825 149,282
Other 114,532 161,295 290,365 351,485
Total \$2,464,501 \$2,614,310 \$5,225,796 \$5,264,568

E. Summary statement of employee benefits, depreciation and amortization expenses by function for the three months ended and six months ended 30 June 2018 and 2017:

For the Three Months Ended 30 June
2018 2017
Operating Operating Total Operating Operating Total
costs expenses amount costs expenses amount
Employee benefits expense
Salaries \$19,021,441 \$382,488 \$19,403,929 \$17,598,505 \$363,796 \$17,962,301
Insurance expenses 2,224,854 27,339 2,252,193 1,969,181 24,550 1,993,731
Pension 37,334 14,345 51,679 35,893 14,274 50,167
Other employee benefits 1,598,288 9,215 1,607,503 1,506,330 10,832 1,517,162
expense
Depreciation 34,546,370 5,007 34,551,377 32,112,153 4,808 32,116,961
Amortization - 2,606 2,606 - 2,955 2,955
For the Six Months Ended 30 June
2018 2017
Operating Operating
Total
Operating Operating Total
costs expenses amount costs expenses amount
Employee benefits expense
Salaries \$37,823,168 \$ 756,518 \$38,579,686 \$34,494,256 \$690,233 \$35,184,489
Insurance expenses 4,610,756 58,894 4,669,650 4,150,974 55,027 4,206,001
Pension 74,836 29,193 104,029 70,320 28,415 98,735
Other employee benefits expense 3,226,259 19,142 3,245,401 2,986,517 18,272 3,004,789
Depreciation 68,340,723 9,786 68,350,509 63,078,178 9,613 63,087,791
Amortization - 5,016 5,016 - 5,353 5,353
For the Years Ended 31 December
Item 2017 2016
Directors' and supervisors' remuneration \$148,304 \$208,634

The differences between the actual appropriations of 2017 and 2016 earnings for directors and supervisors' remunerations as approved at the shareholders' meeting and the amounts recognized in the financial statements were as follows:

2017
The actual
appropriation
according to the The amount
shareholders recognized in the
meeting financial report Difference
Directors' and supervisors' remuneration \$148,304 \$148,487 \$(183)
2016
The actual
appropriation
according to the The amount
shareholders recognized in the
meeting financial report Difference
Directors' and supervisors' remuneration \$208,634 \$232,835 \$(24,201)

The aforementioned difference for the years ended 31 December 2017 and 2016 was accounted for as a change in accounting estimates and was charged to profit or loss for the years ended 31 December, 2018 and 2017. Management is expecting that the difference for the year ended 31 December 2017 will be treated as a change in accounting estimates and will be charged to profit or loss for the years ended 31 December 2018 and 2017.

Directors' and supervisors' remuneration amounted to \$78,691 and \$65,746 for the six months ended 30 June 2018 and 2017, respectively. These amounts were calculated based on the Company's net profit for the six months ended 30 June 2018 and 2017, and were estimated according to the earnings allocation method, priority and factor for employee benefits and key management personnel compensation as stated under the Articles of Association. These benefits were expensed under salaries expense during the six months ended 30 June 2018 and 2017.

Information on the board of directors' recommendations and shareholders' approval regarding the employee bonuses and remuneration to directors and supervisors can be obtained from the "Market Observation Post System" on the website of the TWSE.

(20)Components of other comprehensive income

For the three months ended 30 June 2018

Arising
during the
period
The original
cost that was
removed to
hedged item
Other
comprehensive
income
Income tax
benefits
(expenses)
Other
comprehensive
income, net
of tax
Not to be reclassified to profit or loss in
subsequent periods:
Defined benefit plan actuarial losses \$- \$- \$- \$- \$-
To be reclassified to profit or loss in
subsequent periods:
Cumulative translation adjustments 33,167,051 - 33,167,051 - 33,167,051
Unrealized gains or losses on (3,680) - (3,680) - (3,680)
debt instruments investment
measured at fair value through other
comprehensive income
Gains (losses) from hedging instruments 35,190 - 35,190 - 35,190
Total of other comprehensive income \$33,198,561 \$- \$33,198,561 \$- \$33,198,561

For the three months ended 30 June 2017

The original Other
Arising cost that was Other Income tax comprehensive
during the removed to comprehensive benefits income, net of
period hedged item income (expenses) tax
Not to be reclassified to profit or loss in
subsequent periods:
Defined benefit plan actuarial losses \$- \$- \$- \$- \$-
To be reclassified to profit or loss in
subsequent periods:
Cumulative translation adjustments 1,646,662 - 1,646,662 - 1,646,662
Unrealized gains or losses on 91,663 - 91,663 - 91,663
available-for-sale financial assets
Effective portion of gains (losses) on (36,899) (1,626,743) (1,663,642) - (1,663,642)
hedging instrument in a cash flow
hedge
Total of other comprehensive income \$1,701,426 \$(1,626,743) \$74,683 \$- \$74,683

For the six months ended 30 June 2018

The original Other
Arising cost that was Other Income tax comprehensive
during the removed to comprehensive benefits income, net
period hedged item income (expenses) of tax
Not to be reclassified to profit or loss in
subsequent periods:
Defined benefit plan actuarial losses \$- \$- \$- \$- \$-
To be reclassified to profit or loss in
subsequent periods:
Cumulative translation adjustments (15,048,516) - (15,048,516) - (15,048,516)
Unrealized gains or losses on (36,647) - (36,647) - (36,647)
debt instruments investment
measured at fair value through other
comprehensive income
Gains (losses) from hedging instruments 138,664 - 138,664 - 138,664
Total of other comprehensive income \$(14,946,499) \$- \$(14,946,499) \$- \$(14,946,499)

For the six months ended 30 June 2017

The original Other
Arising cost that was Other Income tax comprehensive
during the removed to comprehensive benefits income, net of
period hedged item income (expenses) tax
Not to be reclassified to profit or loss in
subsequent periods:
Defined benefit plan actuarial losses \$- \$- \$- \$- \$-
To be reclassified to profit or loss in
subsequent periods:
Cumulative translation adjustments (35,415,549) - (35,415,549) - (35,415,549)
Unrealized gains or losses on 578,372 - 578,372 - 578,372
available-for-sale financial assets
Effective portion of gains (losses) on (36,899) (1,626,743) (1,663,642) - (1,663,642)
hedging instrument in a cash flow
hedge
Total of other comprehensive income \$(34,874,076) \$(1,626,743) \$(36,500,819) \$- \$(36,500,819)

(21)Income tax

A. Pursuant to the rules and regulations of the local authority, the Group is not subject to any income tax, except for WELL and WII. The Company has no issue of Integrated Income Tax. Interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period. As a result, the Group does not disclose the reconciliation between accounting profit and taxable income.

  • B. Based on the amendments to the Income Tax Act announced on 7 February 2018, applicable corporate income tax rate of WELL and WMI for the year ended 31 December 2018 has changed from 17% to 20%. The corporate income surtax on undistributed retained earnings has changed from 10% to 5%.
  • C. For the three months and six months ended 30 June 2018 and 2017, the components of income tax expenses (benefits) of WELL and WII were as follows:
For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018 2017 2018 2017
Current income tax expense (income) \$35,634 \$1,097 \$69,664 \$26,939
Deferred tax expense (income)
Deferred tax expense (income)
relating to origination and reversal
of temporary differences 64,150 14,697 39,069 (7,290)
Deferred tax expense (income)
relating to changes in tax rate or
the imposition of new taxes - - (6,877) -
Effect of changes in foreign
exchange rates 55 - - -
Total income tax expense (income) \$99,839 \$15,794 \$101,856 \$19,649

D. The assessment of income tax returns

As at 30 June 2018, the assessment of the income tax returns of the Company and its subsidiaries is as follows:

The assessment of income tax returns
Wisdom Marine International Inc. (WII) Assessed and approved up to 2016
Well Shipmanagement and Maritime Assessed and approved up to 2016
Consultant Co., Ltd.
(WELL)

(22)Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

For the Three Months Ended 30 June
2018 2017
Basic earnings(losses) per share
Profit(losses) attributable to ordinary shareholders \$15,371,755 \$(4,637,404)
Weighted-average number of ordinary shares 616,707,566 584,707,566
\$0.02 \$(0.01)
Diluted earnings(losses) per share
Profit(losses) attributable to ordinary shareholders (diluted) \$15,371,755 \$(4,637,404)
Interest expenses on convertible notes, net of tax 342,956 -
Foreign exchange (gains) losses (1,754,203) -
Amortization of deferred issuance costs 15,617 -
(Gains) Losses on valuation on convertible notes, net of tax 479,362 -
Profit(losses) attributable to ordinary shareholders (diluted) \$14,455,487 \$(4,637,404)
Weighted-average number of ordinary shares (diluted) 616,707,566 584,707,566
Effect of conversion of convertible notes 57,935,028 -
Weighted-average number of
ordinary shares (diluted)
674,642,594 584,707,566
\$0.02 \$(0.01)

Note:For the three months ended 30 June 2017, all convertible bonds are excluded from calculation of earnings per share due to anti-dilution.

For the Six Months Ended 30 June
2018 2017
Basic earnings(losses)
per share
Profit(losses) attributable to ordinary shareholders \$22,745,132 \$(3,269,114)
Weighted-average number of ordinary shares 616,707,566 583,741,628
\$0.04 \$(0.01)
Diluted earnings(losses) per share
Profit(losses) attributable to ordinary shareholders (diluted) \$22,745,132 \$(3,269,114)
Interest expenses on convertible notes, net of tax 686,795 936,944
Foreign exchange (gains) losses (891,102) 25,095
Amortization of deferred issuance costs 31,234 95,566
(Gains) Losses on valuation on convertible notes, net of tax (700,807) (2,214,209)
Profit(losses) attributable to ordinary shareholders (diluted) \$21,871,252 \$(4,425,718)
Weighted-average number of ordinary shares (diluted) 616,707,566 583,741,628
Effect of conversion of convertible notes 57,935,028 5,033,727
Weighted-average number of ordinary shares (diluted) 674,642,594 588,775,355
\$0.03 \$(0.01)

(23)Deconsolidation of Subsidiary

The Group sold the shares account for 40% of Harmony Success S.A. on 31 May 2017 for \$3,300,000 as a repayment of other payables – related party. After deducting the carrying amount of the investment for \$2,279,015, the Group recognized Gains on disposal of investments for \$1,020,985.

As at 31 May 2017, Harmony Success S.A.'s assets and liabilities mainly consist of:

31 May 2017
Accounts receivable \$61,860
Inventories 147,065
Prepaid expenses 78,596
Other current assets 89,974
Property, plant and equipment 7,931,176
Accounts payable –
related parties
(2,463,064)
Other payables (24,780)
Other current liabilities (123,290)
Net assets \$5,697,537

7. Related parties

(1) Names and Relationships of Related Parties

Name of Related Party Relationship
Lan Chun Sheng Chairman
Pescadores Merchandise Co., Ltd. Other Related Party
Pescadores Travel Co., Ltd. Other Related Party
Wisdom Marine Agency Co., Ltd. Other Related Party
Hui-wen Investment Co., Ltd. Other Related Party
Unicorn Maritime Agency Co., Ltd. Other Related Party
Brave
Line
Co., Ltd.
Other Related Party
YOKO CO., LTD. Other Related Party
Rich Containership S.A. Other Related Party
Benefit Transport S.A. Other Related Party
Samurai Investment S.A. Other Related Party
Genius Star Management Consulting Co., Ltd. Other Related Party
Pescadores Investment and Development Inc. Associates
Directors,
Supervisors,
President and Vice President
Key Management

Note1: The name of related party with balance or amount of single transaction over 10% of the total transaction balance or amount would be disclosed separately.

Note2: Genius Star Management Consulting Co., Ltd. has become our related party since January 2018.

(2) Significant transactions with related parties

A. Chartering expenses

For the Three Months
Ended 30 June
2018 2017
\$93,031 \$1,052,200
For the Six Months Ended 30 June
2018 2017
\$1,114,398 \$2,084,892

The price of time chartering with other related parties was determined based on the normal market rate and operating cost of the Group.

B. Services received / rendered

For the three months ended 30 June and the six months ended 30 June 2018 and 2017, the Group received service from (rendered service to) related parties as follows:

Related party Item Amount
For the Three Months
Ended 30 June 2018
Other related parties Vessel management service \$(566,836)
Commission income 1,602
Other income
(Passenger ticket revenue
(208,291)
and other revenue)
Commissions 780,245
Other expense
(Business travel expense,
132,960
agency fee, management consultant fee)
Operating expenses
(Business travel
73,488
expense,
entertainment expense)
Ballast water management systems cost 783,065
Related party Item Amount
For the Three Months
Ended 30 June 2017
Other related parties Vessel management service \$(737,800)
Commission income (6,429)
Other income
(Passenger ticket revenue
(234,522)
and other revenue)
Commissions 593,956
Other expense
(Business travel expense,
138,203
agency fee, management consultant fee)
Operating expenses
(Business travel
45,476
expense, entertainment expense)
Related party Item Amount
For the Six Months
Ended 30 June 2018
Other related parties Vessel management service \$(1,328,893)
Commission income (4,855)
Other income
(Passenger ticket revenue
and other revenue)
(696,608)
Commissions 1,488,999
Other expense
(Business travel expense,
279,924
agency fee, management consultant fee)
Operating expenses
(Business travel
129,344
expense, entertainment expense)
Ballast water management systems cost 783,065
Related party Item Amount
For the Six Months
Ended 30 June 2017
Other related parties Vessel management service \$(1,463,050)
Commission income (12,708)
Other income
(Passenger ticket revenue
and other revenue)
(336,468)
Commissions 1,143,871
Other expense
(Business travel expense,
agency fee, management consultant fee)
276,096
Operating expenses
(Business travel
expense, entertainment expense)
72,093

C. Receivables and payables

For the years ended 30 June 2018 and 31 December 2017, the Group incurred receivables and payables with related parties due to vessels operation as follows:

Prepaid expense 30 June 2018 31 December 2017
Name of related party
Other related parties \$21,491 \$41,037
Other receivables 30 June 2018 31 December 2017
Name of related party
Other related parties \$5,291 \$1,335
Benefit Transport S.A. 434,496 2,279
Total \$439,787 \$3,614
Other current assets 30 June 2018 31 December 2017
Name of related party
Other related parties \$337,970 \$240,031
Accounts receivable 30 June 2018 31 December 2017
Name of related party
Brave Line Co., Ltd. \$524,999 \$221,707
Accounts payable 30 June 2018 31 December 2017
Name of related party
Genius Star Management Consulting Co., Ltd. \$27,077 \$-
Accrued expense 30 June 2018 31 December 2017
Name of related party
Other related parties \$1,976,999 \$1,035,166
Other current liabilities 30 June 2018 31 December 2017
Name of related party
Benefit Transport
S.A.
\$- \$554,726

D. Financing

The details of financing provided by a related party to the Group were as follows (accounted for long-term accounts payable-related parties):

30 June 2018
Name of related party Max balance Ending balance
Benefit Transport S.A. \$31,528,953 \$31,186,654
Samurai Investment S.A. 43,697,278 43,697,278
Total \$75,226,231 \$74,883,932
31 December 2017
Name of related party Max balance Ending balance
Benefit Transport S.A. \$53,138,834 \$31,039,140
Samurai Investment S.A. 43,697,278 43,697,278
Total \$96,836,112 \$74,736,418
Interest Expenses For the Three Months Ended 30 June
Name of related party 2018 2017
Benefit Transport S.A. \$275,900 \$369,247
Samurai Investment S.A. 433,865 333,036
Total \$709,765 \$702,283
Interest Expenses For the Six Months Ended 30 June
Name of related party 2018 2017
Benefit Transport S.A. \$517,761 \$688,339
Samurai Investment S.A. 827,650 636,418
Total \$1,345,411 \$1,324,757

The financing interesting expenses were calculated based on the rate of LIBOR plus 2% per month commencing from 24 October 2011, and the rate of 2.5% per month from 29 July to 17 August 2016.

E. Leases

For the three months ended 30 June and the six months ended 30 June 2018 and 2017, the Group incurred other related parties and key management transactions as follows:

For the Three Months
Ended 30 June
For the Six Months
Ended 30 June
2018 2017 2018 2017
Key management \$46,626 \$45,873 \$94,011 \$90,523
Other related parties 37,208 36,607 75,024 72,240
Total \$83,834 \$82,480 \$169,035 \$162,763

For the three months ended 30 June and the six months ended 30 June 2018 and 2017, the Group leased other related parties transactions as follows:

For the Three Months For the Six Months
Ended 30 June Ended 30 June
2018 2017 2018 2017
Other related parties \$- \$- \$516 \$-

The above leases are paid monthly, and do not involve rental deposits. Lease conditions are agreed by both parties. There was no significant difference in the price and payment terms from those with third parties.

F. Guarantee

  • (a) As at 30 June 2018 and 31 December 2017, key management had provided a time deposit guarantee for the Group's financing loan of \$32,678 thousand and \$32,608 thousand, respectively.
  • (b) As at 30 June 2018, the Group entered into a loan agreement with financial institutes with M.V. Wisdom Grace and M.V. Golden Kiku as pledge, provided by Benefit Transport S.A.
  • (c) As at 31 December 2017, the Group entered into a loan agreement with financial institutes with M.V. Jasmine Ace, M.V. Wisdom Grace and M.V. Golden Kiku as pledge, provided by Benefit Transport S.A.
  • (d) As at 30 June 2018, for the issuance of Second R.O.C. secured convertible bonds issued in 2017, Hui-wen Investment Co., Ltd provided a time deposit of \$5,100 thousand and 15,000 thousand shares of Taiwan Land Development Co., Ltd. stocks, and Pescadores Merchandise Co., Ltd provided 10,000 thousand shares of Taiwan Land Development Co., Ltd. stocks as pledge for the Group.
  • (e) As at 31 December 2017, for the issuance of Second R.O.C. secured convertible bonds issued in 2017, Hui-wen Investment Co., Ltd provided 12,000 thousand shares of First Financial Holding Co., Ltd. stocks and 15,000 thousand shares of Taiwan Land Development Co., Ltd. stocks, and Pescadores Merchandise Co., Ltd provided 10,000 thousand shares of Taiwan Land Development Co., Ltd. stocks as pledge for the Group.

G. Others

On 31 May 2017, the Group sold the shares account for 40% of Harmony Success S.A. to Benefit Transport S.A. Please refer to Note 6.(23) for further information.

(3) Salaries and compensation for key management

The Group paid salaries to key management as follows:

For the Three Months Ended 30 June
2018 2017
Salary and bonus (including BODS remunerations) \$144,884 \$166,284
Post-employment benefits 3,988 3,732
\$148,872 \$170,016
For the Six
Months
Ended 30 June
2018 2017
Salary and bonus (including BODS remunerations) \$315,312 \$290,246
Post-employment benefits 7,983 7,365
\$323,295 \$297,611

8. Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Object 30 June 2018 31 December 2017
Property, plant and equipment Bank Loans \$2,735,236,000 \$2,661,928,000
Financial assets at fair value through 991,843 (note)
other comprehensive income
Available-for-sale financial assets (note) 1,028,103
Held-to-maturity investments (note) 614,211
Other
financial assets
41,989,228 47,724,592
Other financial assets Bonds Payable 4,300,000 4,300,000
\$2,782,517,071 \$2,715,594,906

Note: The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

9. Significant commitments and contingencies

(1) The Group had entered into shipbuilding contracts as follows:

30 June 2018 31 December 2017
Vessels 13 14
Contract price ¥- thousand ¥2,270,000 thousand
\$315,600 thousand \$310,100 thousand
Prepaid ¥- thousand ¥113,500 thousand
\$30,495 thousand \$51,850 thousand
Financed shipbuilding contracts \$- thousand \$30,000 thousand

The remaining balance of the contract price is payable upon keel-laying, launching, and delivery.

Contract Price
Year of delivery USD(thousand) Number of vessels
2018 70,450 3
2019 88,450 4
2020 156,700 6
Total \$315,600 13

The ship building contracts categorized by year of delivery were as follows:

(2) Financial Guarantee

Name of
relative party
Guarantor guarantee 30 June 2018 Period Purpose
The Company WII NT\$270,000 thousand 2017.08~2018.08 Operating fund
The Company WELL NT\$130,000 thousand 2017.08~2018.08 Operating fund
WML Subsidiaries \$653,748
thousand
2005.12~2030.04 Borrowings
¥78,355,451
thousand
The Company Subsidiaries \$726,211 thousand 2009.10~2030.04 Borrowings and
¥84,683,467
thousand
Operating fund
WML The Company \$6,000 thousand 2018.01~2019.01 Operating fund
Name of
relative party
Guarantor guarantee 31 December 2017 Period Purpose
The Company WML \$16,250 thousand 2016.06~2018.06 Operating fund
The Company WII NT\$270,000 thousand 2017.08~2018.08 Operating fund
The Company WELL NT\$130,000 thousand 2017.08~2018.08 Operating fund
WML Subsidiaries \$691,991 thousand 2005.12~2030.04 Borrowings
¥83,429,501
thousand
The Company Subsidiaries \$742,752 thousand 2009.10~2030.04 Borrowings and
¥86,528,449 thousand Operating fund
WML The Company \$6,000 thousand 2016.12~2017.12 Operating fund

10.Losses due to major disasters: None.

11.Significant subsequent events: None.

12.Others

(1) Categories of financial instruments

Financial assets
31 December 2017
30 June 2018 (note)
Financial assets at fair value through other
comprehensive income \$991,843
Financial assets at amortized cost:
Cash and cash equivalents
(exclude cash on hand)
26,345,076
Accounts receivable
and other receivables
(include from related parties) 7,463,266
Subtotal 33,808,342
Financial assets for hedging 217,736
Other financial assets 57,513,927
Total \$92,531,848
30 June 2018
(note) 31 December 2017
Available-for-sale financial assets 1,028,103
Held-to-maturity investments 614,211
Loans and receivables:
Cash and cash equivalents (exclude cash on hand) 40,856,106
Trade receivables and other receivables
(include from related parties) 5,597,851
Subtotal 46,453,957
Derivative financial assets for hedging 80,058
Other financial assets 60,402,742
Total \$108,579,071

Note: The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

Financial liabilities
30 June 2018 31 December 2017
Financial liabilities at amortized cost:
Short-term borrowings \$40,810,816 \$44,399,387
Accounts
payables (include from related parties)
7,917,453 6,507,493
Bonds payable (include current portion) 53,469,402 53,814,622
Long-term borrowings (include current portion) 1,650,036,972 1,651,263,233
Long-term payable (include from related parties) 101,919,118 102,522,469
Lease payables (include current portion) 98,256,771 73,783,532
Subtotal 1,952,410,532 1,932,290,736
Financial liabilities at fair value through profit or loss:
Embedded derivative instruments-put right 2,308,602 3,009,409
Financial liabilities for hedging-current
(Derivative financial liabilities for hedging as at - 986
31 December 2017)
Total \$1,954,719,134 \$1,935,301,131

(2) Financial risk management objectives and policies

The Group's principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activities. The Group identifies measures and manages the aforementioned risks based on the Group's policy and risk appetite.

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Group's board of directors and audit committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.

(3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).

In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily USD and Japanese Yen.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group's profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group's foreign currency risk is mainly related to the volatility in the exchange rates for foreign currency Yen. The information of the sensitivity analysis is as follows:

When USD strengthens/weakens against foreign currency Yen by 10%, the profit for the six months ended 30 June 2018 and 2017 decreases/increases by \$3,666,519 and \$3,924,121, respectively; the equity decreases/increases by \$0 and \$0, respectively.

Interest rate risk

Interest rate risk is managed by the Group on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates. The Group's exposure to changes in interest rates relates primarily to the Group's cash and cash equivalents, bank deposits, and bank borrowings. The Group does not use financial derivatives to hedge against interest rate risk.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 0.25% of interest rate in a reporting period could cause the profit for the six months ended 30 June 2018 and 2017 to decrease/increase by \$4,727,559 and \$4,481,902, respectively; the equity to decrease/ increase by \$60,323 and \$87,208, respectively.

Equity price risk

The fair value of the Group's conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The conversion rights of the Euro-convertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. Please refer to Note 12.(8) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.

  • (4) Credit risk management
  • A. Management has a credit policy in place, and exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date, management is not expecting significant concentrations of credit risk.

B. The risk exposure of credit risk

The book value of financial assets represents the maximum amount of credit risk exposure. On the reported date, the maximum amount of credit risk exposure is as follows:

30 June 2018 31 December 2017
Cash and cash equivalents \$26,345,076 \$40,856,106
Accounts receivables and other receivables
(include from related parties) 7,463,266 5,597,851
Financial assets at fair value through other
comprehensive income 991,843 (note)
Available-for-sale financial assets (note) 1,028,103
Held to maturity financial assets (note) 614,211
Financial assets for hedging (derivative financial
assets for hedging
as at
31 December 2017)
217,736 80,058
Other financial assets 57,513,927 60,402,742
\$92,531,848 \$108,579,071

Note: The Group adopted IFRS 9 since 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

(5) Liquidity risk management

The Group manages the difference between current assets and current liabilities and maintains financial flexibility by cash and cash equivalents, bank borrowings, Euro-convertible bonds and finance leases. The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

As at 30 June 2018:

Contractual
Carrying amount cash flow 1 year 2 years 3 to 5 years > 5 years
Non-derivative financial
instruments
Short-term borrowings \$40,810,816 \$41,686,942 \$41,686,942 \$- \$- \$-
Accounts payables
(include due to related parties) 7,917,453 7,917,453 7,917,453 - - -
Corporate bonds payable 53,469,402 57,069,529 12,150,600 44,918,929 - -
Long-term borrowings 1,650,036,972 1,815,460,042 322,751,776 410,599,739 695,591,067 386,517,460
Long-term Accounts payable 27,035,186 29,792,589 2,730,531 7,101,175 3,031,164 16,929,719
Long-term Accounts payable
related parties 74,883,932 86,477,216 2,898,321 2,898,321 2,898,321 77,782,253
Lease payables 98,256,771 104,908,888 16,643,128 8,459,963 22,354,518 57,451,279
\$1,952,410,532 \$2,143,312,659 \$406,778,751 \$473,978,127 \$723,875,070 \$538,680,711

As at 31 December 2017:

Contractual
Carrying amount cash flow 1 year 2 years 3 to 5 years > 5 years
\$44,399,387 \$45,343,081 \$45,343,081 \$- \$- \$-
-
53,814,622 57,996,180 12,150,600 40,322,580 5,523,000 -
1,651,263,233 1,804,561,152 256,206,968 287,212,188 827,742,041 433,399,955
27,786,051 30,499,353 2,642,957 7,825,784 2,753,186 17,277,426
74,736,417
73,783,532 80,112,002 15,388,460 6,533,699 16,155,298 42,034,545
\$1,932,290,736 \$2,106,741,010 \$340,568,003 \$344,222,695 \$854,501,969 \$567,448,343
6,507,493
74,736,418
6,507,493
81,721,749
6,507,493
2,328,444
-
2,328,444
-
2,328,444

The Group is not expecting that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

  • (6) Fair values of financial instruments
  • A. The methods and assumptions applied in determining the fair value of financial instruments:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:

  • (a) The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.
  • (b) Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the GreTai Securities Market, average prices for fixed rate commercial paper published by Reuters and credit risk, etc).
  • (c) The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using the counterparty prices or appropriate option pricing model (for example, Binomial Tree model) or other valuation method (for example, Monte Carlo Simulation).
  • B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Group's financial assets (including held-to-maturity investments, loans and receivables) and liabilities measured at amortized cost approximate their fair value.

C. Fair value measurement hierarchy for financial instruments

Please refer to Note 12.(8) for fair value measurement hierarchy for financial instruments of the Group.

(7) Derivative financial instruments

The Group's derivative financial instruments include and embedded derivatives. The related information for derivative financial instruments not qualified for hedge accounting and not yet settled as at 30 June 2018 and 31 December 2017 is as follows:

Embedded derivatives

The embedded derivatives arising from issuing convertible bonds have been separated from the host contract and carried at fair value through profit or loss. Please refer to Note 6.(13) for further information on this transaction.

The counterparties for the aforementioned derivatives transactions are well known local or overseas banks, as they have sound credit ratings, the credit risk is insignificant.

  • (8) Fair value measurement hierarchy
  • A. Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

  • Level 1– Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
  • 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

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

B. Fair value measurement hierarchy of the Group's assets and liabilities

The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group's assets and liabilities measured at fair value on a recurring basis was as follows:

As at 30 June 2018 Level 1 Level 2 Level 3 Total
Financial assets
for hedging
\$- \$217,736 \$- \$217,736
Financial assets at fair value
through other comprehensive
income \$991,843 \$- \$- \$991,843
Financial liabilities at fair value
through profit or loss \$- \$- \$2,308,602 \$2,308,602
As at
31 December 2017
Level 1 Level 2 Level 3 Total
Derivative financial assets \$- \$80,058 \$- \$80,058
Derivative financial liabilities \$- \$986 \$- \$986
Available-for-sale financial assets \$1,028,103 \$- \$- \$1,028,103
Financial liabilities at fair value
through profit or loss \$- \$- \$3,009,409 \$3,009,409

Transfers between Level 1 and Level 2 during the period

During the six months ended 30 June 2018 and 2017, there were no transfers between Level 1 and Level 2 fair value measurements.

Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:

Liabilities
At fair value through
profit or loss
Derivatives
Beginning balances as at 31 December 2017 \$3,009,409
Total gains and losses recognized for the six-month period ended
30 June 2018:
Amount recognized in (profit) or loss
(presented in "other profit or loss") (700,807)
Acquisition/issues for the six-month period ended 30 June 2018 -
Disposal/settlements for the six-month period ended 30 June 2018 -
Transfer in/(out) of Level 3 -
Ending balances as at 30 June 2018 \$2,308,602

Total gains and losses recognized for the six-month period ended 30 June 2018 in the table above contain gains and losses related to derivatives on hand as at 30 June 2018 in the amount of \$700,807.

Information on significant unobservable inputs to valuation

Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:

As at 30 June 2018

Valuation
techniques
Significant
unobservable
inputs
Quantitative
information
Relationship
between inputs
and fair value
Sensitivity of the input to
fair value
Financial liabilities:
At fair value through profit or loss
Embedded derivatives –
Second R.O.C. secured
convertible bonds issued in 2017
Option
pricing
model
Volatility 15.75% The higher the
volatility, the
higher the fair
value of the
embedded
derivatives
5% increase in the
volatility would result in
decrease in the Group's
profit by \$336,179;5%
decrease in the volatility
would result in increase in
the Group's profit by
\$367,695
Embedded derivatives –
Third R.O.C. unsecured
convertible bonds issued in 2017
Option
pricing
model
Volatility 15.75% The higher the
volatility, the
higher the fair
value of the
embedded
derivatives
5% increase in the
volatility would result in
decrease in the Group's
profit by \$611,950;5%
decrease in the volatility
would result in increase in
the Group's profit by
\$680,236

As at 31 December 2017

Significant Relationship
Valuation unobservable Quantitative between inputs Sensitivity of the input to
techniques inputs information and fair value fair value
Financial liabilities:
At fair value through profit or loss
Embedded derivatives –
Second R.O.C. secured
convertible bonds issued in 2017
Option
pricing
model
Volatility 17.83% The higher the
volatility, the
higher the fair
value of the
embedded
derivatives
5% increase in the
volatility would result in
decrease in the Group's
profit by \$331,989;5%
decrease in the volatility
would result in increase in
the Group's profit by
\$391,129
Embedded derivatives –
Third R.O.C. unsecured
convertible bonds issued in 2017
Option
pricing
model
Volatility 17.83% The higher the
volatility, the
higher the fair
value of the
embedded
derivatives
5% increase in the
volatility would result in
decrease in the Group's
profit by \$604,839;5%
decrease in the volatility
would result in increase in
the Group's profit by
\$704,301

Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy

The external evaluation institute ensures the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The group's accounting department analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Group's accounting policies at each reporting date.

(9) Significant assets and liabilities denominated in foreign currencies

The Group is mainly affected by the impact of fluctuation in the currency exchange rate for US Dollar or Japanese Yen. The Group's significant exposure to foreign currency risk was as follows:

30 June 2018 31 December 2017
Foreign currency Exchange rate Foreign currency Exchange rate
(Note1) (Note2) USD/JPY (Note1) (Note2) USD/JPY
Financial liabilities
Monetary item
USD:JPY \$35,718,550 110.63 ¥3,951,543,187 \$33,392,724 112.66 ¥3,762,024,286
JPY:USD ¥8,007,813,445 0.0090 \$72,383,743 ¥8,207,923,349 0.0089 \$72,855,702
NTD:USD NT\$1,150,420,084 0.0328 \$37,768,223 NT\$1,139,747,264 0.0336 \$38,297,959

Note 1 : The foreign currency amount of monetary item is the carrying amount of foreign currency financial liabilities

Note 2 : The exchange rate of monetary item is spot rate.

For the six months ended 30 June 2018 and 2017, the Group had foreign exchange gains (losses) of \$955 and \$(517,896), respectively.

(10)Capital management

The capital risk management is established to ensure the Group's ability to continue to operate as a going concern. Under this risk management, the Group may adjust dividend payment to the shareholders, issue new shares, adjust capital expenditure plan and dispose assets to settle any liabilities in order to maintain or adjust capital structure. The capital structure consists of net liability (i.e. bank loans deduct from cash and cash equivalent) and equity (i.e. share capital, capital surplus, retained earnings, and other equity.)

  • (11)Accounting policy differences as referred to in Article 3 of Regulations Governing the Preparation of Financial Reports by Securities Issuers with respect to the Group's balance sheet and statement of comprehensive income for the periods: None.
  • (12)Certain accounts in the consolidated financial statements as at and for the six months ended 30 June 2017 were reclassified to conform to the presentation adopted in the consolidated financial statements as at and for the six months ended 30 June 2018.
Construction
No. Name of Vessel year D.W.T. Vessel type
1 Amis Ace 2013 60,830 Supramax
2 Amis Brave 2013 61,467 Supramax
3 Amis Champion 2014 60,830 Supramax
4 Amis Dolphin 2015 60,830 Supramax
5 Amis Elegance 2015 55,404 Supramax
6 Amis Fortune 2015 55,468 Supramax
7 Amis Glory 2016 55,474 Supramax
8 Amis Hero 2017 63,469 Supramax
9 Amis Integrity 2017 62,980 Supramax
10 Amis Justice 2017 63,531 Supramax
11 Amis Kalon 2010 58,107 Supramax
12 Amis Leader 2010 58,107 Supramax
13 Amis Miracle 2018 59,982 Supramax
14 Amis Orchid 2012 58,120 Supramax
15 Amis Wisdom I 2010 61,611 Supramax
16 Amis Wisdom II 2010 61,611 Supramax
17 Amis Wisdom III 2011 61,527 Supramax
18 Amis Wisdom VI 2011 61,456 Supramax
19 Arikun 2007 8,763 Small Handy
20 Atayal Ace 2013 16,805 Small Handy
21 Atayal Brave 2012 16,805 Small Handy
22 Atayal Mariner 2012 16,805 Small Handy

(13)List of the Group vessels as at 30 June 2018

Construction
No. Name of Vessel year D.W.T. Vessel type
23 Atayal Star 2012 16,805 Small Handy
24 Babuza Wisdom 2009 18,969 Small Handy
25 Beagle II 2007 17,224 Small Handy
26 Beagle VI 2001 18,320 Small Handy
27 Beagle VII 2007 16,822 Small Handy
28 Bizen 2008 8,721 Small Handy
29 Blue Horizon 2012 207,867 Cape
30 Bunun Ace 2013 37,744 Handy
31 Bunun Brave 2014 45,556 Handy
32 Bunun Champion 2014 45,556 Handy
33 Bunun Dynasty 2014 37,795 Handy
34 Bunun Elegance 2014 45,556 Handy
35 Bunun Fortune 2015 37,790 Handy
36 Bunun Glory 2015 37,046 Handy
37 Bunun Hero 2015 37,811 Handy
38 Bunun Infinity 2016 37,654 Handy
39 Bunun Justice 2017 37,748 Handy
40 Bunun Kalon 2018 37,653 Handy
41 Bunun Wisdom 2012 38,168 Handy
42 Clear Horizon 2012 207,947 Cape
43 Daiwan Ace 2014 34,358 Handy
44 Daiwan Brave 2014 34,358 Handy
45 Daiwan Champion 2015 34,393 Handy
46 Daiwan Dolphin 2015 34,393 Handy
47 Daiwan Elegance 2015 35,331 Handy
48 Daiwan Fortune 2015 34,893 Handy
49 Daiwan Glory 2015 35,531 Handy
50 Daiwan Hero 2016 34,376 Handy
51 Daiwan Infinity 2016 34,376 Handy
52 Daiwan Justice 2016 34,327 Handy
53 Daiwan Kalon 2016 34,327 Handy
54 Daiwan Wisdom 2010 31,967 Handy
55 Frontier Bonanza 2010 179,435 Cape
56 Genius Star I 2004 10,977 Small Handy
57 Genius Star II 2005 10,977 Small Handy
58 Genius Star III 2006 13,567 Small Handy
59 Genius Star IX 2009 12,005 Small Handy
60 Genius Star VII 2007 12,005 Small Handy
Construction
No. Name of Vessel year D.W.T. Vessel type
61 Genius Star VIII 2007 12,005 Small Handy
62 Genius Star X 2010 12,005 Small Handy
63 Genius Star XI 2012 13,663 Small Handy
64 Genius Star XII 2013 13,077 Small Handy
65 Global Faith 2010 28,050 Handy
66 Hibiscus 2002 48,610 Handy
67 Hoanya Wisdom 2008 21,119 Handy
68 Izumo 2007 20,150 Handy
69 Joseph Wisdom 2018 6,400 LPG
70 Katagalan Wisdom 2012 98,697 Panamax
71 Katagalan Wisdom III 2012 98,697 Panamax
72 LBC Energy 2011 71,066 Panamax
73 Ligulao 2010 5,296 Other-PCTC
74 Magnate 2004 18,828 Small Handy
75 Mimasaka 2010 14,062 Small Handy
76 Mino 2007 14,118 Small Handy
77 Naluhu 2010 58,107 Supramax
78 Ocean Victory 2011 28,386 Handy
79 Pacific Venus 2001 18,712 Small Handy
80 Paiwan Wisdom 2010 31,967 Handy
81 Papora Wisdom 2009 28,050 Handy
82 Pazeh Wisdom 2009 18,969 Small Handy
83 Pescadores 1999 198 Other-Passenger
84 Poavosa Ace 2013 28,208 Handy
85 Poavosa Brave 2009 28,367 Handy
86 Poavosa Wisdom 2009 28,050 Handy
87 Poavosa Wisdom III 2011 28,232 Handy
88 Poavosa Wisdom VI 2011 28,050 Handy
89 Poavosa Wisdom VII 2012 28,208 Handy
90 Poavosa Wisdom VIII 2013 28,208 Handy
91 Sakizaya Ace 2013 74,936 Panamax
92 Sakizaya Brave 2013 74,940 Panamax
93 Sakizaya Champion 2014 78,080 Panamax
94 Sakizaya Diamond 2015 81,938 Panamax
95 Sakizaya Elegance 2015 81,938 Panamax
96 Sakizaya Future 2016 81,938 Panamax
97 Sakizaya Glory 2016 84,883 Panamax
98 Sakizaya Hero 2016 81,067 Panamax
Construction
No. Name of Vessel year D.W.T. Vessel type
99 Sakizaya Integrity 2016 81,010 Panamax
100 Sakizaya Justice 2017 81,691 Panamax
101 Sakizaya Kalon 2017 81,691 Panamax
102 Sakizaya Leader 2017 81,691 Panamax
103 Sakizaya Miracle 2017 81,668 Panamax
104 Sakizaya Noble 2017 80,982 Panamax
105 Sakizaya Orchid 2017 81,588 Panamax
106 Sakizaya Power 2017 81,574 Panamax
107 Sakizaya Queen 2018 81,858 Panamax
108 Sakizaya Respect 2018 81,858 Panamax
109 Sakizaya Wisdom 2011 76,457 Panamax
110 Scarlet Eagle 2014 81,842 Panamax
111 Scarlet Falcon 2014 82,260 Panamax
112 Scarlet Rosella 2015 82,235 Panamax
113 Siraya Wisdom 2007 21,119 Handy
114 Taikli 2011 13,139 Small Handy
115 Tao Ace 2013 25,037 Handy
116 Tao Brave 2011 25,065 Handy
117 Tao Mariner 2010 25,065 Handy
118 Tao Star 2010 25,065 Handy
119 Tao Treasure 2013 25,036 Handy
120 Taokas Wisdom 2008 31,943 Handy
121 Timu 2005 17,224 Small Handy
122 Unicorn Bravo 2007 8,759 Small Handy
123 Unicorn Logger 2008 8,700 Small Handy
124 Wisdom Grace 1998 18,193 Other-Container

13.Segment information

(1) General information

The Group operates in a single industry. According to the global management nature of the ship management industry, the Group determined each business unit as an operating segment and was disclosed according to their operating types, operating assets and the Group's operating structure. The Group was identified as a single reportable segment.

The board of directors allocates the profit and assesses performance of the segments based on the financial information used in internal management which is based on each vessel's operating result. The financial information is not different from the consolidated statement of comprehensive income therefore no further segmental information was disclosed.

(2) Geographic information

Revenue from external customers is classified according to the location of customers and noncurrent assets are classified according to the registry of assets. The Group's geographic information is as follows:

For the six months ended 30
June
2018 2017
Revenue from external customers:
The Netherlands \$47,322,671 \$29,272,022
Japan 39,789,578 40,104,596
Singapore 31,037,292 21,393,403
Denmark 19,921,649 18,089,435
Hong Kong 17,900,648 14,508,205
Others 57,448,452 47,043,463
Total \$208,420,290 \$170,411,124
30 June 2018 31 December 2017
Non-current assets:
Panama \$2,659,874,955 \$2,613,292,646
Hong Kong 103,688,968 105,469,685
Taiwan 2,483,303 2,661,598
Total \$2,766,047,226 \$2,721,423,929

Note: non-current assets are property, plant and equipment and prepaid expenses-vessel.

(3) Major customers

Individual customers accounting for at least 10% of net sales for the six months ended 30 June 2018 and 2017 were as follows:

For the six months ended 30 June
2018 2017
\$35,750,283 \$28,515,235