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ANNUAL REPORT 20103 Shinwa Kaiun Group Annual Report 2010 About the Merger with Nippon Steel...

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ANNUAL REPORT 2010 For the fiscal year ended March 31, 2010 Shinwa Kaiun Group
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ANNUAL REPORT 2010For the fiscal year ended March 31, 2010

Shinwa Kaiun Group

Spanning the Oceans of the World with Safe,Environmentally Sound Transport

Since its establishment over 40 years ago, Shinwa Kaiun has been engaging in worldwide logistics.

We have endeavored to develop finely tuned services in response to ever-changing needs of customers, thereby accumulating optimal transport expertise towards realizing our ultimate fundamental objective of providing “Reliable Worldwide Shipping.”

With high priority on safe navigation and conservation of the global environment, Shinwa Kaiun will continue to chart new directions into the future.

ProfileConsolidated Financial HighlightsTo Our StakeholdersAbout the Merger with Nippon Steel Shipping Co., Ltd. (October 1, 2010)Our Major Vessels and Plan for Future DevelopmentSectoral OverviewManagement StructureCorporate Social ResponsibilityManagement’s Discussion and AnalysisConsolidated Financial Statements (Summary)HistoryCorporate Data

This annual report contains forward-looking statements related to

management’s expectations about future business conditions. Actual

business conditions may differ significantly from management’s expectations

and accordingly affect the Company’s sales and profitability. Actual results

may differ as a result of factors over which the Company has no control,

including unexpected changes in competitive and economic conditions,

government regulations, technology and other factors.

Disclaimer Regarding Forward-Looking Statements

nto the future.

Oil/Gas Transport

Service

Tramp Chartering

Service

Near Sea Service

Iron Ore and

Coking Coal Transport Service

Coal/Bulk Transport

Service

Oil/Gas Transport

ServiceOur

Core Businesses

Tramp Chartering

Service

Near Sea Service

Iron Ore and

Coking Coal Transport Service

Coal/Bulk Transport

Service

1234579

1011131617

Contents

On the cover: The 51,241dwt CHAVIN QUEEN is a Handy bulk carrier that joined the SHINWA fleet in November 2009.

Profile

Shinwa Kaiun Group Annual Report 20101

Consolidated Financial Highlights

Millions of yen

Revenues

09

Total Assets and Return on Assets

Total assets Return on assets (%)

Millions of yen

Net Assets and Return on Equity

Net assetsReturn on equity (%)

Millions of yen

Operating Income and Net Income

Operating incomeNet income

Millions of yen

0909

5

10

15

20

0 0

60,000

30,000

90,000

120,000

0806 07 09

0

30,000

60,000

90,000

120,000

150,000

10 0706 08 10 0706 080706 08 10 10

30

15

0

10,000

0

20,000

60

75

40,000

4530,000

50,000

0

5,000

10,000

20,000

15,000

25,000

Millions of yen

Years ended March 31, 2010 and 2009 2010 2009

For the year:

Revenues ¥ 95,106 ¥ 132,799

Operating income 4,796 13,168

Ordinary income 4,053 12,498

Income before income taxes 1,438 10,924

Net income 1,215 6,689

Per share data (yen):

Net assets per share 284.59 262.98

Net income per share 7.50 41.31

At year-end:

Total assets 114,370 107,009

Net assets 47,938 44,225

Shinwa Kaiun Group Annual Report 2010 2

To Our Stakeholders

Hiroshi Sugiura, President

I assumed the post of President/President Executive

Officer as of April 1, 2010. I am pleased to report

business results for the fiscal year ended March 31,

2010 (FY 2010).

At the beginning of 2009, we set up the

Emergency Countermeasure Committee headed by

the former president, with the aim of preventing the

company from falling into deficit. We bolstered the

financial balance sheet through measures such as the

early return of high-cost chartered vessels. At the

same time, we reviewed our fleet scale, investment

and manpower plans, reduced costs and improved

the management and operational efficiency. We

addressed the issue of internal controls, since safe

navigation is our utmost priority.

We were able to upwardly revise our initial

full-year forecast for consolidated ordinary income

due to a considerable contribution from the

unexpectedly robust dry bulk market, particularly

in the capesize bulk carriers, which was supported

by iron ore imports by China, together with our

efforts to improve ship deployment efficiency.

However, in light of the uncertainty clouding the

outlook for our business environment, we have

decided that our best strategy for building a more

solid business foundation is to further reinforce

the competitiveness of our fleet by implementing

the early return of high-cost chartered vessels.

Consequently, we reported early cancellation

fees on charter contracts and so forth as an

extraordinary loss, and income before income taxes

dropped to a low level.

Carefully considering an appropriate return of

profits to shareholders, the Company’s financial

standing, and other factors, we have decided to pay

a year-end dividend of two yen per share for FY

2010.

On October 1, the Company decided to merge

with Nippon Steel Shipping Co., Ltd., with the

Company being the surviving company. The new

corporate name is NS United Kaiun Kaisha, Ltd.

While our comprehensive strength is supported by

our client base with long-term contractual

relationships and our broad business portfolio,

which includes natural resources and energy

transportation, the strength of Nippon Steel

Shipping is based on its high expertise in the

transportation of raw materials and fuel for the iron

production industry, as the industrial carrier for

Nippon Steel Corporation. By combining the

respective strengths of both companies, we aim to

further increase our corporate value while

responding in a timely fashion to future changes in

the business environment.

I will assume the position of Representative

Director/Vice President Executive Officer of NS

United Kaiun Kaisha, Ltd.

Your continued support for Shinwa Kaiun and

the Shinwa Group is highly appreciated.

June 25, 2010

Shinwa Kaiun Group Annual Report 20103

About the Merger with Nippon Steel Shipping Co., Ltd. (October 1, 2010)

(a) Increased competitiveness due to the combination and expansion of the Companies’ fleets.(b) Expansion of ability to deliver fleets.(c) Further accumulation of technological skills.(d) Improvement in profitability and efficiency and cost reduction.(e) Securement of reliable source of ship crew.

Basic concept of the merger

Outline of the merger and change of the corporate nameSummary of the parties to the merger (as of March 31, 2010)

Company name Shinwa Kaiun Kaisha, Ltd. Nippon Steel Shipping Co., Ltd.

Business Marine transportation business and other businesses related or incidental thereto

Marine transportation business

Date of incorporation April 1, 1950 February 6, 1948

Registered address 8-1 Otemachi 1-chome, Chiyoda-ku, Tokyo 3-2 Kasumigaseki 3-chome, Chiyoda-ku, Tokyo

Name and position of representative

President, Representative DirectorHiroshi Sugiura

President, Representative DirectorKeiichiro Shimakawa

Paid-in capital 8,100 million yen 2,227 million yen

Number of issued shares 162,000,000 shares 44,557,750 shares

Net assets (consolidated) 47,938 million yen 16,548 million yen

Total assets (consolidated) 114,370 million yen 33,342 million yen

Fiscal year-end March 31 March 31

Number of employees 591 (consolidated) 82 (consolidated)

Post-merger position

Corporate name NS United Kaiun Kaisha, Ltd.

Business Marine transportation business and other businesses related or incidental thereto

Registered address 21st and 22nd Floors, Otemachi 1st Square West Tower, 5-1 Otemachi 1-Chome, Chiyoda-ku, Tokyo

Name and position of representative

President, Representative Director/President, Executive OfficerKeiichiro Shimakawa (Scheduled)Representative Director/Vice President, Executive OfficerHiroshi Sugiura (Scheduled)

Capital 10,300 million yen

Number of issued shares 230,764,400 shares

Net assets (consolidated) Has not yet been determined

Total assets (consolidated) Has not yet been determined

Fiscal year-end March 31

Main shareholders and their shareholdings (scheduled)

Nippon Steel Corporation 34.00%Nippon Yusen Kabushiki Kaisha (NYK LINE) 18.74%Tokio Marine & Nichido Fire Insurance Co., Ltd. 4.34%Sompo Japan Insurance Inc. 3.62%Mizuho Corporate Bank, Ltd. 3.25%Mitsui Sumitomo Insurance Company, Limited 2.54%Japan Trustee Services Bank, Ltd. (Trust account) 2.52%Mitsubishi Heavy Industries, Ltd. 2.34%Hsin Chien Marine Co., Ltd. 2.19%The Master Trust Bank of Japan, Ltd. (Trust account) 1.05%

Note: Please refer to page 17 for new company executives.

Shinwa Kaiun Group Annual Report 2010 4

Our Major Vessels and Plan for Future DevelopmentOur Major Vessels and Plan for Future Development

Bulk Carrier: ATLANTIC DIANA

Length: 169.37 M

Breadth: 27.20 M

Summer Full-Load Draft: 9.82 M

Deadweight: 28,419 KT

Full-Load Speed: 14.0 KNOT

Log/Bulk Carrier: TAMAKI PRINCESS

Length: 103.64 M

Breadth: 18.80 M

Summer Full-Load Draft: 9.065 M

Deadweight: 10,024 KT

Full-Load Speed: 12.5 KNOT

New Vessels

FY2011 Shinwa Kaiun Group Fleet Development Plan(Including the long-term [5 years or longer] chartered fleet)

Vessel name / type DWT (K/T) Delivery (scheduled)

Overseas vessel SAKURA WAVE / Bulk carrier 88,299 April 16, 2010

Domestic vessel FUYO-MARU NO.6 / Cement carrier 5,445 April 22, 2010

Overseas vessel DIAMOND WIND / Bulk carrier 76,000 June 4, 2010

Domestic vessel Fly ash carrier 4,750 June 2010

Overseas vessel Bulk carrier 88,000 June 2010

Overseas vessel Bulk carrier 33,000 July 2010

Overseas vessel Bulk carrier 83,000 July 2010

Overseas vessel Bulk carrier 33,000 September 2010

Overseas vessel Bulk carrier 51,000 January 2011

Shinwa Kaiun Group Annual Report 20105

Very Large Ore Carrier: SHINWA-MARUDeadweight: 297,541 KT

Bulk Carrier: YUGAWASANDeadweight: 302,481 KT

Bulk Carrier: CRYSTAL WINDDeadweight: 76,523 KT

Bulk Carrier: KEFALONIADeadweight: 28,742 KT

FY2010 Shinwa Kaiun Group Fleet Development Achievements (Including the long-term [5 years or longer] chartered fleet)

Vessel name / type DWT (K/T) Delivery

Overseas vessel CARIBBEAN ORCHID / Chemical tanker 19,998 April 7, 2009Domestic vessel YASUTAKA/ Cement carrier 2,219 April 22, 2009Overseas vessel ATLANTIC DIANA / Bulk carrier 28,419 May 11, 2009Overseas vessel TAMAKI PRINCESS / Log/Bulk carrier 10,024 May 14, 2009Domestic vessel FUKURYU-MARU / Steel products carrier 1,650 May 29, 2009Domestic vessel KEISHO-MARU / Log/Bulk carrier 1,830 July 19, 2009Overseas vessel CHAVIN QUEEN / Bulk carrier 51,241 November 4, 2009Overseas vessel KM KEELUNG / Bulk carrier 82,100 February 24, 2010Overseas vessel E.R. BAVARIA / Bulk carrier 178,838 February 24, 2010Overseas vessel MARITSA / Bulk carrier ✽ 76,015 March 1, 2010Overseas vessel E.R. BRANDENBURG / Bulk carrier 178,991 March 3, 2010Domestic vessel YUKAI-MARU / Bulk carrier ✽ 6,000 March 31, 2010Domestic vessel SHUTTLE ACE / Car carrier ✽ 5,271 March 31, 2010

✽ Non-newbuilding

Major Vessels

Shinwa Kaiun Group Annual Report 2010 6

Sectoral Overview

The charter market for Capesize bulk carriers

(170,000-DWT class) was affected by sluggish cargo

movements at the beginning of the fiscal year, due to

production adjustment by steelmakers stemming

from the rapid economic recession following the

Lehman shock. However, average charter rates for

main four routes reached a level surpassing 40,000

U.S. dollars per day because of the recovery of iron

ore imports by China in the second half of the fiscal

year, as well as the recovery of crude steel production

in Japan and Europe, resulting in a gradual increase

in cargo movement and the tightening of supply and

demand for vessels.

In the Panamax bulk carrier (70,000-DWT class)

market, charter rates for the Pacific round service

remained sluggish, at around 10,000 U.S. dollars per

day at the beginning of the fiscal year, because of a

decline in transportation demand for Japan.

However, rates rose to approximately 30,000 U.S.

dollars per day toward the end of the fiscal year

because cargo movements of coal and grain bound

mainly for China and India were increasingly brisk

after summer, and because supply and demand for

vessels tightened, due partly to prolonged ship

congestion in Australia.

In the Handy bulk carrier (30,000-DWT class)

market, charter rates for the Pacific round service

remained sluggish, at approximately 8,000 U.S.

dollars per day in the first half of the fiscal year.

However, cargo movements increased as the world

economy gradually recovered, and the market continued

to show moderate growth. Furthermore, as demand

for vessels notably increased after winter, charter rates

reached a level surpassing approximately 20,000 U.S.

dollars per day at the end of the fiscal year.

While the transport of our main outward cargo,

steel products from Japan to North America, slowed

down, we worked to improve ship-deployment

efficiency through booking combination cargo to

Central and South America, and achieved success.

We maintained stable profits through long-term

contracts for nonferrous ore from the west coast of

South America, one of our main homeward cargos.

In grain transport from the Gulf Coast of the U.S. to

the west coast of South America, we worked to

improve profits through efficient deployment of our

fleet, while benefitting from a market rise.

In near-sea trade using small-sized carriers

(5,000- to 10,000-DWT class), the transport of steel

products bound for China and Southeast Asia

remained at a much higher level than expected, while

demand for the transport of raw materials bound for

Japan was extremely sluggish.

In the field of VLCCs (300,000-DWT-class

tankers), VLGCs (80,000-cubic-meter liquefied gas

Overseas Shipping Services

Eighty-plus percent of the consolidated revenue of the Shinwa Kaiun Group is from overseas shipping services, while the coastal shipping services, driven by our consolidated subsidiaries Shinwa Naiko Kaiun Kaisha, Ltd. and Shinwa Chemical Tanker Co., Ltd., accounts for a little under 20%. The overseas shipping services comprise Shinwa Kaiun and SHINWA (SINGAPORE) PTE. LTD., which serve as shipping operators, Shinwa Marine Corp., which assumes shipping administration, and overseas owner subsidiaries. As for businesses other than shipping services, the Company operates Shinwa Business Management Kaisha, Ltd., which is engaged in property management services and entrusted with the administrative and accounting business of Group members, Shinwa Systems Co., Ltd., which is engaged in information systems development and maintenance, and Shinwa Engineering Services Co., Ltd., which is engaged in onshore equipment maintenance services. Operational reviews for overseas shipping services, coastal shipping services, and other services for the consolidated fiscal year under review are as follows.

Shinwa Kaiun Group Annual Report 20107

Coastal Shipping Services

Other Services

In respect to Shinwa Naiko Kaiun Kaisha, Ltd., the

transport volume of steel products dropped sharply

in the first half of the fiscal year due to significant

Other services are provided by Shinwa Kaiun Group

companies, such as Shinwa Marine Corp., which is

engaged in ship management services; Shinwa

Business Management Kaisha, Ltd., engaged in

property management services and entrusted with

the administrative and accounting business of Group

members; Shinwa Systems Co., Ltd., which conducts

information systems development and maintenance;

and Shinwa Engineering Services Co., Ltd., which is

engaged in onshore equipment maintenance services.

The Group’s business results roughly matched our

initial forecast.

carriers) and MR product tankers (medium-range oil

product tankers), the balance of supply and demand

significantly deteriorated due to the global economic

crunch following the Lehman shock. Despite a

pickup trend from the fourth quarter, the transport

of crude oil, LPG, and oil products as a whole

remained at a historically low level.

Regarding the chemical tanker business

conducted by SHINWA (SINGAPORE) PTE.

LTD., the delivery of a new vessel in April 2009

brought the number of vessels in the fleet to four, all

of which have operated smoothly. In near-sea dry

bulk activities, despite the impact of the market crash

in the previous fiscal year, we endeavored to reduce

charter rates and improve efficiency in ship

deployment by returning ships with high charter

rates and shifting to short- and medium-term

affreightment contracts.

In this business environment, although our

overseas shipping service was confronted with

negative factors affecting earnings results, including a

settlement loss from fuel oil futures contracts signed

in the previous year, we took measures under the

initiative of the Emergency Countermeasure

Committee, launched in the previous year and

headed by the former president, aimed at returning

high-cost ships early and concluding new

affreightment contracts. While we were able to earn

stable profits through ship deployment to existing

medium- and long-term affreightment contracts on a

timely basis, we were also able to earn higher

revenues than our initial target as a result of flexible

adjustment of our managed ships’ tonnage and

improved efficiency in ship deployment.

production cuts by steel makers, but increased in the

second half along with the production of coke, due

to steel makers’ production recovery. The transport

volume of cement remained at a low level because of

sluggish domestic demand.

In respect to Shinwa Chemical Tanker Co., Ltd.,

with regard to the demand for LPG, a declining

trend continued for both industrial and consumer

use due to a downturn in demand. The transport of

petrochemicals and black oil (heavy oil, etc.) fell

short of expectations, affected by a sluggish transport

volume in the first half of the fiscal year. Although

LNG demand for industrial use was sluggish due to

the economic recession, overall transport volume

remained firm, thanks to brisk consumer demand for

LNG as clean energy.

In this business climate we focused on cost

reduction, in conjunction with efficient ship

deployment and operation, in the coastal shipping

sector. As a result, we were able to earn higher

revenues overall than our initial target.

Shinwa Kaiun Group Annual Report 2010 8

Management Structure

Shinwa Kaiun has adopted the auditor governance

model. However, the Company has been

maintaining and enhancing its management

efficiency by forming a board of directors consisting

of directors being well acquainted with the

Company’s businesses. Three of the four corporate

auditors are external corporate auditors, and each

auditor attends meetings held by various

committees, including the Compliance Committee,

in addition to meetings of the board of directors

and executive officers, in order to monitor the

status of management and business execution.

Moreover, the Internal Audit Office under the

direct control of the president monitors the status

of business execution in order to enhance the

effectiveness of corporate governance in

collaboration with the corporate auditors.

The Company has also established a code of conduct

in order to implement its corporate philosophy in

specific terms. In addition, the Company has

established a compliance committee chaired by the

director in charge of general affairs to ensure that all

directors and employees comply with laws, internal

regulations and ethical standards in their execution

of their duties.

Organization Chart Including the Management System of Internal Controls As of June 25, 2010

General Shareholders’ Meeting

Attorneys

Board of DirectorsBasic policy for the internal controls system

Elections

Supervision

SupervisionSupervision

Supervision

Suggestions/recommendations

Assistance; coordinator

Supervision

Internal Audit

(Resolutions)

ElectionsOperational auditAudit of accounts

Audit of accounts

Co-operation Co-operation

Assistance in monitoring system operations

Assistance

Assistance

Exchange of opinionsElections

Board of Corporate Auditors Independent Public

Accountants

Board of Executive Committee

President Executive Officer Executive Officers

Compliance CommitteeSafety and Health Committee Investor Relations CommitteeShip Safety and Environmental CommitteeDisaster Prevention and Countermeasures Committee

Executives and employees of company divisions Overseas officesShips

Subsidiaries Promoting committeeof internal

controls

(Internal Control Secretariat)

CAPSS Execution CommitteeBudget Execution CommitteeGeneral Systems Planning CommitteeProject Team

Note: Composed of the Company’s group leaders

Various Committees

Internal Audit Office

Each Executive Officer Executive Officer in charge of internal controls

and corporate ethicsGL Committee (Note)

CSR Committee Report

Shinwa Kaiun Group Annual Report 20109

Global warming is said to be caused by greenhouse gases such as CO2. Vessels need to burn fossil fuel such as

fuel oil to run, and these emit CO2-containing exhaust fumes. At present, the only effective way to reduce this

CO2 gas is to reduce fuel consumption. We are taking the following measures to reduce fuel consumption:

• Use of energy-saving equipment and

devices.

• Improving propulsion performance by

hull cleaning/propeller polishing.

• Speed reduction and best-route planning

in accordance with changing situations.• Minimizing fuel consumption per

transported unit with efficient shipping schedules and increased cargo loads.

Prevention of Global Warming

The vessels owned by Shinwa Kaiun that have cross-head engines are being converted from mechanical to electronically controlled lubricators to reduce the amount of lubrication and lower cylinder oil consumption.

Cross-head engines use two types of lubricant: cylinder oil in the cylinder liner and system oil in the crankcase. The system oil undergoes a circulation cycle so that it can be reused. The cylinder oil, however,

cannot be reused because it is burned up inside the cylinders, and

this oil must be fed in constantly for the engine to continue

operating. There used to be mechanical lubricators attached directly to the engine. These would feed oil at a fixed frequency (once every

one or two revolutions of the engine). Now, however,

electronically controlled lubricators have made it possible to feed oil accurately and in a way that is appropriate to the main engine’s current operational status. Reducing the wasteful

feeding of oil makes it possible to reduce the amount of

lubrication and lower the consumption of cylinder oil. Shinwa Kaiun is actively engaged in fitting electronically controlled

lubricators.

Installation of Lubricant (M/E Cylinder Oil) Saving Equipment

The structure of a cross-head engine

Crankshaft

Cross-head

Piston rod

Piston

Air supply

Exhaust valveExhaust

Lubricator

Lubrication ports

Corporate Social Responsibility

Before propeller polishing

Before hull cleaning

After propeller polishing

After hull cleaning

Shinwa Kaiun Group Annual Report 2010 10

Management’s Discussion and Analysis

■ Overall Operations

During the fiscal year under review, as a result of

the successful financial measures which various

countries took in response to the unprecedented

recession triggered by the financial crisis in 2008, in

general the world economy emerged from the worst

phase of the crisis, and the pickup trend increased.

Looking at a regional breakdown, the U.S.

economy staged a moderate recovery as seen in the

improvement in capital investment and personal

consumption, although the U.S. indexes related to

housing and employment remained severe. In

Europe, economies gradually picked up with the

improved business sentiment. However, the

unemployment rates remained high, and the pace of

recovery became sluggish due to the fiscal crises in

Greece and Spain. In China, major economic

indicators remained firm, and large-scale stimulus

measures helped to facilitate a rapid recovery led

by domestic demand. In Japan, although

employment and capital investment failed to fully

recover, the pickup trend increased with

production activities and exports showing signs of

recovery as well as gradual improvement in the

Outline of Operating Results

Consolidated Sales by Sector

7

85

95

90

100

105

110

115

8 9 10 11 12 1 2 354 6

Trends in U.S. Dollar-Yen Exchange Rate(inter-office rate)

Yen FY2009 FY2010

(Month) 7

200

300

400

500

600

700

800

8 9 10 11 12 1 2 354 6

Trends in Prices of Fuel Oil (bonded fuel oil of Japan)

US$/ton FY2009 FY2010

(Month)

OverseasShipping81%

CoastalShipping

18%

Other1%

corporate earnings environment.

In overseas shipping, the dry bulk market

experienced large fluctuations in Capesize bulk

carriers during the fiscal year, while small- and

medium-sized bulk carriers remained firm in general.

The tanker market remained sluggish as a whole,

reaching a record low level at the beginning of the

fiscal year. The coastal shipping market remained at

a low level in general due to significant decline in

the transport volume of steel-related products, etc.

in the first half of the fiscal year.

Fuel oil prices remained at a low level in the

first quarter due to the decline in crude oil prices

resulting from the global financial turmoil and

world economic downturn, but then stayed at a

high level with an increase in crude oil prices. As a

result, the average purchase price of fuel oil in the

fiscal year under review declined to about 421 U.S.

dollars per ton, down about 137 U.S. dollars from

the previous year.

The average exchange rate of the Japanese yen

against the U.S. dollar was 93.25 yen in the fiscal

year, which is a 1.75 yen appreciation from the

Shinwa Kaiun Group Annual Report 201011

initial estimate at the beginning of the fiscal year,

and a 7.50 yen appreciation from the previous year.

As for the coastal shipping sector, in the midst

of economic recession following 2009, exports

started to make a partial recovery from September

despite some weakness, inventory adjustment in the

automobile and electronics industries advanced,

and production cuts eased. Accordingly, the

transport of steel products and electric power-

related transport remained strong.

Within this business environment, in the

consolidated fiscal year under review, the Company

posted consolidated revenues of 95,106 million yen

(down 28.4% from the previous year), operating

income of 4,796 million yen (down 63.6%), and

ordinary income of 4,053 million yen (down

67.6%). Net income was 1,215 million yen (down

81.8%) as a result of recording an extraordinary loss

of 2,937 million yen due to cancellations of charter

contracts. These cancellations were attributable to

the early return of vessels, implemented as a way to

strengthen our fleet’s competitiveness.

Capesize Bulk Carriers

Trends in Time Charter Rates (Charter period: one year)

7

0

15,000

45,000

60,000

30,000

75,000

90,000

8 9 10 11 12 1 2 354 6

Panamax Bulk Carriers

US$/day FY2009 FY2010

(Month) 7

0

15,000

20,000

25,000

10,000

5,000

30,000

35,000

40,000

45,000

8 9 10 11 12 1 2 354 6

Handy Bulk Carriers

US$/day FY2009 FY2010

(Month)7

0

30,000

90,000

120,000

60,000

150,000

180,000

8 9 10 11 12 1 2 354 6

US$/day FY2009 FY2010

(Month)

■ Forecast for the Next Fiscal Year

In the next fiscal year, the world economy is

anticipated to continue recovering gradually, and

the overseas shipping market is expected to remain

firm, reflecting strong transportation demand for

iron ore, coal, and other materials in emerging

countries including China and India. However,

concerns remain about appreciation of the yen,

which is the variable factor for earnings results in

the overseas shipping service, and about a further

rise in fuel oil prices. Moreover, there is concern

that the shipping market will deteriorate as a result

of loosening supply and demand for vessels, due to

the large number of completions of new vessels.

These concerns make prospects unpredictable.

In this business environment, for the next

consolidated fiscal year, we expect 110,000 million yen✽ in consolidated revenue for the whole year,

operating income of 7,000 million yen✽, ordinary

income of 6,000 million yen✽, and net income of

3,500 million yen✽. The above projections assume an

exchange rate of 90 yen to the U.S. dollar and an internal

bunker C fuel oil price of 540 U.S. dollars per ton.

✽ The effect from the merger with the Nippon Steel Shipping Co., Ltd. is excluded from the amount.

Shinwa Kaiun Group Annual Report 2010 12

Consolidated Financial Statements (Summary)

Consolidated Balance Sheet Millions of yen

As of March 31, 2010 and 2009 2010 2009

ASSETS

Current assets ¥ 32,095 ¥ 30,725

Fixed assets 82,275 76,284

Tangible fixed assets 75,012 70,108

Intangible fixed assets 412 429

Investments and other assets 6,851 5,747

Total assets 114,370 107,009

LIABILITIES

Current liabilities 23,813 20,858

Long-term liabilities 42,619 41,926

Total liabilities 66,432 62,784

NET ASSETS

Shareholders’ equity

Common stock 8,100 8,100

Capital surplus 20 20

Retained earnings 42,990 41,775

Treasury stock, at cost (25) (24)

Total shareholders’ equity 51,085 49,871

Valuation and translation adjustments

Unrealized gains (losses) on securities 204 (434)

Gains (losses) on deffered hedge (2,639) (3,869)

Foreign currency translation adjustments (2,569) (2,986)

Total valuation and translation adjustments (5,004) (7,289)

Minority interests 1,857 1,643

Total net assets 47,938 44,225

Total liabilities and net assets ¥ 114,370 ¥ 107,009

Shinwa Kaiun Group Annual Report 201013

Consolidated Statement of Income Millions of yen

For the Years Ended March 31 2010 2009

Revenues ¥ 95,106 ¥ 132,799

Operating expenses 85,404 114,655

Gross profit 9,702 18,144

General and administrative expenses 4,906 4,976

Operating income 4,796 13,168

Non-operating income 369 676

Non-operating expenses 1,112 1,346

Ordinary income 4,053 12,498

Extraordinary profits 322 879

Extraordinary losses 2,937 2,453

Income before income taxes 1,438 10,924

Income taxes—current 607 4,355

Income taxes—deferred (590) (232)

Minority interests 206 112

Net income ¥ 1,215 ¥ 6,689

Consolidated Statement of Cash Flows Millions of yen

For the Years Ended March 31 2010 2009

Cash flow from operating activities ¥ 9,427 ¥ 8,360

Cash flow from investing activities (11,374) (10,006)

Cash flow from financing activities 2,850 5,445

Effect of exchange rate changes on cash and cash equivalents (48) (138)

Net increase in cash and cash equivalents 855 3,661

Cash and cash equivalents at the beginning of the year 10,213 6,552

Cash and cash equivalents at year-end ¥ 11,068 ¥ 10,213

Shinwa Kaiun Group Annual Report 2010 14

Consolidated Financial Statements (Summary)

Consolidated Statement of Shareholders’ Equity Millions of yen

Shareholders’ equity

For the Years Ended March 31Common

stockCapital surplus

Retained earnings

Treasury stock, at cost

Total shareholders’

equity

Balance at March 31, 2009 8,100 20 41,775 (24) 49,871

Changes of items during the term

Dividends from retained earnings — —

Net income 1,215 1,215

Acquisition of treasury stock (1) (1)

Net changes of items other than shareholders’ equity

Total changes of items during the term — — 1,215 (1) 1,214

Balance at March 31, 2010 8,100 20 42,990 (25) 51,085

Millions of yen

Valuation and translation adjustments

Minority interests

Total net assets

For the Years Ended March 31

Unrealized gains (losses) on securities

Gains (losses) on deferred

hedge

Foreign currency translation

adjustments

Total valuation and translation

adjustments

Balance at March 31, 2009 (434) (3,869) (2,986) (7,289) 1,643 44,225

Changes of items during the term

Dividends from retained earnings —

Net income 1,215

Acquisition of treasury stock (1)

Net changes of items other than shareholders’ equity

638 1,230 417 2,285 214 2,499

Total changes of items during the term 638 1,230 417 2,285 214 3,713

Balance at March 31, 2010 204 (2,639) (2,569) (5,004) 1,857 47,938

Shinwa Kaiun Group Annual Report 201015

History

Apr. 1950

Dec. 1957

Feb. 1962

May 1964

Sep. 1969

Jan. 1970

Jun. 1974

May 1975

Mar. 1976

Apr. 1977

Feb. 1981

Apr. 1992

Jul. 1993

Sep. 1994

Jan. 1995

Jun. 1996

Feb. 1998

Nov. 1999

Jul. 2001

Jul. 2004

Aug. 2005

Oct. 2006

Apr. 2007

Mar. 2008

Mar. 2010

Established Nittetsu Steamship Co. (2-2 Marunouchi, Chiyoda-ku, Tokyo, Japan); separated from shipping

department of former Nippon Steel Corp.

Opened a liaison office in London

Merged with Toho Kaiun Kaisha and changed the registered name to SHINWA KAIUN KAISHA, LTD.

(1-3 Kyobashi, Chuo-ku, Tokyo, Japan)

Became a part of Nippon Yusen Kabushiki Kaisha group due to the Marine Transportation Restructuring Act

Opened a New York liaison office

Established Shinwa (U.K.) Ltd., a subsidiary

Established Shinwa Naiko Kaiun Kaisha, Ltd.; separated from coastal shipping section

Established Shinwa (U.S.A.) Inc., a subsidiary

Established P.T. Pakarti Tata in Jakarta

Opened liaison office in Melbourne (Relocated to Sydney in April 1993)

Moved the head office to 2-2-2 Uchisaiwaicho, Chiyoda-ku, Tokyo, Japan

Opened a liaison office in Singapore

Opened a liaison office in Beijing

Moved the head office to 1-5-7 Kameido, Koto-ku, Tokyo, Japan

Opened a liaison office in Hong Kong

Established Shinwa Shipping (H.K.) Co., Ltd., a subsidiary

Merged with Shinsei Kaiun Kaisha, Ltd.

Established Dajin Shipping Pte. Ltd., a subsidiary in Singapore

Dissolved P.T. Pakarti Tata in Jakarta

Opened a liaison office in Shanghai

Moved the head office to 1-8-1 Otemachi, Chiyoda-ku, Tokyo, Japan

Closed Beijing Representative Office

Absorbed Dajin Shipping Pte. Ltd. as a wholly-owned subsidiary and changed its name to Shinwa

(Singapore) Pte. Ltd. in order to enter the chemical carrier business

In order to further strengthen business relationships, Nippon Steel Corporation increased holdings of shares

in Shinwa Kaiun Kaisha, Ltd. and became an “Other related company” of Shinwa Kaiun Kaisha, Ltd.

(“Other related company” refers to a company of which Shinwa Kaiun Kaisha, Ltd. is an affiliate)

In order to further strengthen business relationship with Nippon Coke & Engineering Co., Ltd. (a group

company of Nippon Steel Corporation), Shinwa Naiko Kaiun Kaisha Co., Ltd. made Muromachi Shipping

Company, Limited (a wholly-owned subsidiary of Nippon Coke & Engineering) its subsidiary by acquiring

all of the company’s shares.

Shinwa Kaiun Group Annual Report 2010 16

Corporate Data

Registered NameSHINWA KAIUN KAISHA, LTD.

EstablishedApril 1, 1950

Capital8.1 billion yen

Number of Employees591 (Consolidated)165 (Non-consolidated)

Head OfficeKDDI Otemachi Bldg., 8-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8108, Japan

Outline of the Company(As of March 31, 2010)

Directors, Corporate Auditors and Executive Officers(As of June 25, 2010)

Directors, Corporate Auditors and Executive Officers(post-merger)(As of October 1, 2010)

Representative Director and ChairmanTakahiko Kakei

President/President Executive OfficerHiroshi Sugiura

Directors/Managing Executive OfficersKenji OyamaKimio OhamaYoshiro Kishi

Outside Corporate AuditorsTeruhiko SanoHidetoshi KikutakeShigeru Shimizu

Corporate AuditorYasushi Horie

Managing Executive OfficersNaofumi WakaoKazumi Takagi

Executive OfficersYoshio SakamotoTakashi MatsumotoHironobu SatoAkihiko KawaiYoshio KawamuraToyohiko YokomizoYasukazu Sakata

ChairmanTakahiko Kakei

President/President Executive OfficerKeiichiro Shimakawa

Representative Director/Vice-President Executive OfficerHiroshi Sugiura

Directors/Managing Executive OfficersOsamu NaganoKenji OyamaYoshiro KishiMasaaki Ando

Outside DirectorTooru Obata

Outside Corporate AuditorsTeruhiko SanoHidetoshi KikutakeShigeru Shimizu

Corporate AuditorYasushi Horie

Managing Executive OfficersNaofumi WakaoKazumi TakagiToyohiko Yokomizo

Executive OfficersYoshio SakamotoTakashi MatsumotoHironobu SatoAkihiko KawaiYoshio KawamuraYasukazu SakataHiroshi SandaTai Sugawara

10

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Number of Employees

154 154 162 165

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Fleet Scale Ten thousands ton

543 568624 654

Shinwa Kaiun Group Annual Report 201017

Principal Overseas Subsidiaries

SHINWA (U.K.) LTD.

7th Floor, 76 Shoe Lane, London, EC4A 3JB

UNITED KINGDOM

TEL: +44-20-7716-0055

FAX: +44-20-7716-0056

E-mail: [email protected]

SHINWA (U.S.A.) INC.

4th Floor, 300 Harmon Meadow Blvd., Secaucus,

New Jersey 07094, U.S.A.

TEL: +1-201-348-2101

FAX: +1-201-319-0305

E-mail: [email protected]

SHINWA SHIPPING (H.K.) CO., LTD.

Room 1002, Ocean Centre, Harbour City,

5 Canton Road, Kowloon, HONG KONG

TEL: +852-2110-1228

FAX: +852-2370-9781

E-mail: [email protected]

[email protected]

TLX: 48827 HKSSC HX

SHINWA (SINGAPORE) PTE. LTD.

138 Robinson Road #19-04/05,

The Corporate Office, SINGAPORE 068906

TEL: +65-6323-6716

FAX: +65-6323-6718

E-mail: [email protected]

[email protected]

SHINWA KAIUN KAISHA, LTD. SHANGHAI OFFICE

RM 1103, Ruijin Building 205,

Mao Ming Nan Lu, Shanghai 200020, CHINA

TEL: +86-21-6415-3557

FAX: +86-21-6415-3667

E-mail: [email protected]

Total Number of Authorized SharesShares of Common Stock IssuedNumber of Shareholders

Stock Information(As of March 31, 2010)

600,000,000162,000,000

10,337

42008

5 6 7 8 9 101112 12009

2 4 5 6 7 8 9 101112 3212010

4 53

(Year/month)

0

200

400

800

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high

lowopen price < close price

close

open

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Stock Price (the candle)

Share Price Chart (unit: yen)

Principal Shareholders Number of shares held (thousands)

Percentage of shares held (%)

Nippon Yusen Kabushiki Kaisha (NYK LINE) 43,247 26.71

Nippon Steel Corporation 24,300 15.01

Tokio Marine & Nichido Fire Insurance Co., Ltd. 8,024 4.96

Japan Trustee Services Bank, Ltd. (Trust account) 5,806 3.59

Mitsubishi Heavy Industries, Ltd. 5,400 3.34

Mitsui Sumitomo Insurance Co., Ltd. 5,140 3.17

SOMPO JAPAN INSURANCE INC. 5,073 3.13

Mizuho Corporate Bank, Ltd. 4,052 2.50

The Master Trust Bank of Japan, Ltd. (Trust account) 2,419 1.49

The Bank of Tokyo-Mitsubishi UFJ, Ltd. 2,250 1.39

Shinwa Kaiun Group Annual Report 2010 18

KDDI Otemachi Bldg., 8-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8108, JapanTEL: +81-3-5290-6400 FAX: +81-3-5290-6230E-mail: [email protected]

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