Wisdom Marine Lines Co., Ltd.
2016 Management Report

I.�� Review of Business and Strategy

Fleet Changes

In 2016, we have taken delivery of 10 new vessels. At the same time, we also disposed 2 owned vessels. Our total fleet changed from 106 to 114 in 2016. As at the end of 2016, the average ship age of our fleet is 5.9 years.

Business Overview

The dry bulk market has seen its worst in 2016Q1. The BDI dropped to a historical low at 290 in February. The extreme market condition has caused much impact to the business activities of the Company. Despite the overall long term contract protection, the new building employment and existing charter renewal was negatively impacted. So the operating margin has deteriorated sharply in Q1.

Over the year, we have concluded many charter termination agreements with our Charterers and that has resulted in USD29.49M in cash payment as other incomes. The compensation has increased our cash position but further reduced our operating profit. In addition, we have confiscated USD10.34M deposited for unperformed ship sale transactions.

In the later half of the year, the dry bulk shipping market has seen steady signs of recovery and the BDI has gradually reached the level of 1,257 in mid-November. However, as most of our new building and renewal activities are concentrated in the first half, such a recovery did not have an immediate impact on our earning in 2016.

Compared with earlier years, the new vessels on 2016 did not become an income driver for the Company. These new eco-ships were only able to obtain an average profit margin of 8.6% in 2016, which is already higher than market level.

On the contract renewal side, the time charter contracts of 47 vessels expired in 2016 and we have renewed or replaced these contracts. The new daily earning is about 27.8% lower than the original level.

Financial Performances

When compared with 2015, our revenue shrank by 4.6% and income from operation shrank by 35.42%. With all the other income from contract termination and confiscated deposit, the annual net income shrank by 39.07%.

Prospect for 2017

We expect to take delivery of 12 vessels in 2017. The early part of 2017 has continued the upward momentum observed in late 2016 and now we are seeing a much healthier dry bulk market. The extreme market condition in 2016 has expedited the capacity adjustment of ship supply by getting more ships demolished and fewer ships ordered.

We understand that the Ballast Water Management Convention will take effect this year. This could increase the capital expenditure requirement on existing ships and will become an important consideration for owners operating older ships. So we expect the momentum of demolition will continue despite the possible recovery. And the NOx emission requirements will keep the new building level rather low for most of 2017.

As such, we are uncertain how long the the current upward trend will continue but the current mild recovery indeed has a better chance to stay than a sudden price hike.

Strategy

As we are seeing the freight market doubled from very low level last year, many potential contracts can now provide healthy profit and cash flow. We will gradually fix the employment of new ships this year, possibly on 2 to 5 year terms so as to secure a stable cash flow for longer period. We also expect that such a charter duration can give us better hire level than a 1 year contract.

When we see acceptable market level, we would fix the employment and leave the potential market upside to the other ships in our fleet that will face employment renewal in the months to come.

II.�� Risk Factors

Market Risks

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. The bulk and break-bulk shipping industry is cyclical with high volatility in charter hire rates and profitability. The degree of charter hire rate volatility among different types of bulk vessels has varied widely. Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the major commodities carried by water internationally. Because the factors affecting the supply and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable. As a shipping company, we face volatile shipping market conditions.

This volatility in the charter hire rates may result in volatility in our operating results to the extent that we enter into new charter agreements or renew existing agreements during a time when charter rates are weaker, which may result in a decrease in our profitability and adversely affect our results of operations. Our ability to re-charter our dry bulk vessels upon the expiration or termination of their current time charters and charter new vessels as they are delivered to us, and the charter rates payable under any renewal or replacement charters will depend upon, among other things, the current state of the dry bulk shipping market. We are exposed to changes in spot market rates for dry bulk carriers at the time of entering into charter contracts. If the dry bulk shipping market is in a period of depression when our vessels' charters expire, we may be forced to re-charter them at reduced rates or even possibly at a rate whereby we incur a loss, which may reduce our earnings or make our earnings volatile.

Default Risk

The ability and willingness of each of our counterparties to perform its obligations under a period time charter agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the dry bulk shipping industry and the overall financial condition of the counterparties. If we enter into period time charters with charterers when charter rates are high and charter rates subsequently fall significantly, charterers may seek to renegotiate financial terms or may default on their obligations. Additionally, charterers may attempt to bring claims against us based on vessel performance or cargo loading or unloading operations, and seek to renegotiate financial terms or avoid payments. Also, our charterers may experience financial difficulties and even file bankruptcy due to prevailing economic conditions or for other reasons, and as a result may default on their obligations.

If a charterer defaults on a charter, we will, to the extent commercially reasonable, seek the remedies available to us, which may include arbitration or litigation to enforce the contract. Should a charterer default on a period time charter, we may have to enter into a charter at a lower charter rate, which would reduce our revenues. If we cannot enter into a new period time charter, we may have to secure a charter in the spot market, where charter rates are volatile and revenues are less predictable. It is also possible that we would be unable to secure a charter at all, which would also reduce our revenues, and could have a material adverse effect on our business, financial condition, results of operations, loan and credit facility covenants and cash flows.

Operation Risk

Our operation has certain unique risks. With a bulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach to the sea. Hull breaches in bulk carriers may lead to the flooding of the vessels' holds. If a bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel's bulkheads leading to the loss of a vessel. If we are unable to adequately maintain our vessels we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition and results of operations.

In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across a wide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential for changes in tax rates or policies, and the potential for government expropriation of our vessels. Any of these events may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred. We cannot assure you that we will be adequately insured against all risks or that we will be able to obtain adequate insurance coverage at reasonable rates for our vessels in the future.

Financial Risk

We generate substantially all of our revenues in U.S. dollars. In the future, we may enter into new credit facilities or new building contracts that are denominated in or permit conversion into currencies other than the U.S. dollar. The use of different currencies could lead to fluctuations in our net income due to changes in the value of the U.S. dollar relative to other currencies, particularly the Japanese yen.

We selectively engage in foreign exchange hedging transactions, such as forward contracts and options, designed to minimize our exposure to foreign exchange rate fluctuations. We regularly review the hedging program and will make adjustments as necessary, including suspending or accelerating hedging activities based on our judgment of the efficacy of such programs under anticipated market and economic conditions. However, there can be no assurance that our foreign currency management strategy will adequately protect our financial condition or results of operations from the effects of future exchange rate fluctuations. In addition, such hedges and strategies themselves present some risk, including potential trading losses as a result of unexpected appreciations of other currencies against the US dollar, which would negatively impact our result of operations.

Additionally, an increase in prevailing interest rates would have an effect on the interest rates charged on our variable rate debt, which rise and fall upon changes in interest rates. If the prevailing interest rates or other factors result in higher interest rates, the increased interest expense would adversely affect our cash flow and our ability to service our debt. If interest rates are higher when our debt becomes due, we may be forced to borrow at the higher rates.

The impact of future exchange rate and interest rate fluctuations on our results of operations and financial condition cannot be accurately predicted, and there can be no assurance that our attempt to mitigate the adverse effects of exchange rate and interest rate fluctuations will be successful or that such fluctuations will not in the future have a material adverse effect on our results of operations and financial condition.

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