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CMT AGM Information 2025

Jun 5, 2025

52166_rns_2025-06-05_a29112a2-78e8-4f23-a052-3d15723a51ea.pdf

AGM Information

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TWSE Stock Code: 2612

Chinese Maritime Transport Ltd. 2025 Annual Shareholders’ Meeting Meeting Minutes (Translation)

Convening Method: Physical Meeting

Time: 9 a.m., Wednesday, May 28, 2025

Place: Regent Taipei – VIP ROOM

(4F.,No. 3, Ln. 39, Sec. 2 Zhongshan North Road, Taipei, Taiwan, R.O.C.)

Attendance:

Total outstanding CMT Shares: 197,484,593 shares,

Total shares represented by shareholders present in person or by proxy: 168,898,758 shares (including shares voted via electronic transmission).

Percentage of shares held by shareholders present in person or by proxy: 85.52%.

Directors Present: 7 out of 8 Directors were presented (majority of the board of directors), including William Peng (Chairman), James S.C. Tai, Charlie Mei, Telvin Ju, David Hsu, James Tarng, Donald Kuo-Liang Chao (Independent Director/Convener of Audit Committee),

Other Present: Chen-Cheng Chang (Member of Compensation Committee)

Au, Yiu-Kwan (KPMG Independent Auditor) Andy Wang (Attorney-in-law)

Chairperson: William Peng (Chairman)

Minute Recorder: Ming-Hung Hsieh

A. Chairperson Announced Commencement: The aggregate shareholding of the shareholders presented in person or by proxy constituted a quorum. The Chairperson called the meeting to order.

  • 1 -

B. Chairperson’s Address (omitted)

C. Report Items

1. 2024 Business report

Explanation: Please refer to attachment 1.

2. 2024 Audit Committee’s review report

Explanation: Please refer to attachment 2.

3. Summary of endorsements and guarantees

Explanation: The balance of endorsements and guarantees by CMT to its subsidiaries was NT$ 242,882,000 as the end of December 2024.

4. Distribution of the 2024 compensation of Employees and Directors

Explanation: In accordance with Article 26 of CMT’s Articles of Incorporation, NT$ 10,415,212 for Employees’ compensation and NT$ 10,415,212 for Directors’ compensation were allocated, which will be distributed in cash.

5. Distribution of the 2024 cash dividends

Explanation:

  • 5.1 In accordance with Article 26-1 of CMT’s Articles of Incorporation, the Board of Directors is authorized to decide to distribute all or part of dividends to be distributed in cash.

  • 5.2 CMT will distribute cash dividends of NT$ 414,717,645 to shareholders from the accumulated distributable earnings up to the close of the current period, the cash dividends will be distributed at NT$ 2.1 per share.

  • 5.3 The calculation of cash dividend distribution is up to one NT dollar, and less than one dollar is rounded.

  • 2 -

D. Resolutions

1. To accept 2024 business report and financial statements

Proposed by the Board of Directors

Explanation:

  • 1.1 CMT’s 2024 Financial Statements have been audited by KPMG, and an independent auditors’ report has been issued on the record, together with the business report and financial statements, which have been reviewed by Audit Committee and approved by the Board of Directors, submit to the shareholders’ meeting for acceptance.

  • 1.2 Please refer to attachment 1 and attachment 3.

Resolution: Voting Result:

Shares represented at the time of voting: 168,812,694.

VotingResult % of the total represented sharepresent
Votes in favor: 166,442,032 votes
(including 137,202,669 shares voted via elec-
tronic transmission)
98.59%
Votes against: 13,107 votes
(including 13,107 shares voted via electronic
transmission)
0.01%
Votes invalid : 0 votes 0%
Votes abstained: 2,357,555 votes
(including 2,356,544 shares voted via electronic
transmission)
1.40 %

RESOLVED, that 2024 business report and financial statements were hereby accepted as submitted.

2. To approve the proposal for distribution of 2024 profits

Proposed by the Board of Directors

Explanation:

CMT’s 2024 profit distribution proposal has been approved by the Board of Directors. The earnings distribution is as follows:

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(unit: NTD)

==> picture [512 x 307] intentionally omitted <==

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

Chinese Maritime Transport Ltd.
Earning Distribution Table of 2024
Item Amount
Unappropriated returned earnings of previous year 6,913,466,341
Add: 2024 net income 1,012,798,465
Less: Losses on remeasurements of defined benefit plans 7,548,000
Disposal from investment in equity instrument measured at
fair value through other 262,638,465
10% Legal reserve appropriated -128,298,493
2024 Earnings available for distribution 1,154,686,437
Earnings available for distribution 8,068,152,778
Less:
2024 Earning distribution (cash dividend 2.1 per share) -414,717,645
Unappropriated returned earnings at the end of year 7,653,435,133
P.S. The calculation of cash dividend distribution is up to one NT dollar, and less than one dollar is rounded. The
cash dividends less than one NT dollar shall be transferred to other income by the Company.
----- End of picture text -----

Resolution: Voting Result:

Shares represented at the time of voting: 168,812,694.

VotingResult % of the total represented sharepresent
Votes in favor: 166,516,976 votes
(including 137,277,613 shares voted via elec-
tronic transmission)
98.64%
Votes against: 16,552 votes
(including 16,552 shares voted via electronic
transmission)
0.01%
Votes invalid : 0 votes 0 %
Votes abstained: 2,279,166 votes
(including 2,278,155 shares voted via electronic
transmission)
1.35%

RESOLVED, that the above proposal was hereby approved as proposed.

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E. Discussion and Election

1. To amend the Articles of Incorporation

Proposed by the Board of Directors

Explanation:

  • 1.1 In accordance with the requirements of Article 14, Paragraph 6 of Securities and Exchange Act, the Company shall specify in its Articles of Incorporation that a certain percentage of its annual earnings shall be allocated for compensation distributions for its non-executive employees. It is proposed to amend the Articles of Incorporation.

  • 1.2 Please refer to the amendment comparison table for the Articles of Incorporation as attachment 4.

Resolution: Voting Result:

Shares represented at the time of voting: 168,898,758.

VotingResult % of the total represented sharepresent
Votes in favor: 166,519,849 votes
(including 137,280,486 shares voted via elec-
tronic transmission)
98.59%
Votes against: 13,678 votes
(including 13,678 shares voted via electronic
transmission)
0.01%
Votes invalid : 0 votes 0%
Votes abstained: 2,365,231 votes
(including 2,278,156 shares voted via electronic
transmission)
1.40%

RESOLVED, that the above proposal was hereby approved as proposed.

2. To amend the Procedures for Endorsements and Guarantees

Proposed by the Board of Directors

Explanation:

  • 2.1 In accordance with Regulations Governing Loaning of Funds and Making of Endorsements / Guarantees by Public Companies, it is proposed to amend of the Procedures for Endorsements and Guarantees to meet the future operation needs.

  • 5 -

  • 2.2 Please refer to the amendment comparison table for the Procedures for Endorsements and Guarantees as attachment 5.

Resolution: Voting Result:

Shares represented at the time of voting: 168,898,758

VotingResult % of the total represented sharepresent
Votes in favor: 164,609,856 votes
(including 135,370,493 shares voted via electronic
transmission)
97.46%
Votes against: 1,920,451 votes
(including 1,920,451 shares voted via electronic
transmission)
1.14%
Votes invalid : 0 votes 0%
Votes abstained: 2,368,451 votes
(including 2,281,376 shares voted via electronic
transmission)
1.40%

RESOLVED, that the above proposal was hereby approved as proposed.

3. Election of the 18th Session Company Directors (including three independent directors)

Proposed by the Board of Directors

Explanation:

  • 3.1 The tenure of the 17th Session Board of Directors of the Company is from May 12, 2022 to May 11,2025. Hereby, according to the law, proposal for election in the meeting.

  • 3.2 In accordance with the Articles of Incorporation, nine directors (including three independent directors) will be elected by candidates’ nomination system.

The tenure of 18th Session Board of Directors will be effective immediately after election, with duration of three years from May 28, 2025 to May 27, 2028.

  • 3.3 Please refer to attachment 6 for the list of candidates for directors and independent directors.

Election Results:

The list of the newly elected Directors (including three independent directors) with votes received as follows:

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List of newly elected Directors:

==> picture [413 x 272] intentionally omitted <==

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

Account No. Name Received Votes
12770 AGCMT Group Representative: 181,492,578 votes
William Peng
12770 AGCMT Group Representative: 174,162,668 votes
James S.C. Tai
12770 AGCMT Group Representative: 170,048,035 votes
Telvin Ju
12770 AGCMT Group Representative: 166,077,944 votes
David Hsu
12770 AGCMT Group Representative: 165,006,136 votes
James Tarng
12770 AGCMT Group Representative: 164,469,713 votes
Da-fang Chang
----- End of picture text -----

List of newly elected Independent Directors:

Name Received Votes
Donald Kuo-Liang Chao 159,304,177 votes
KOAY Keat Loon 157,266,821 votes
MOH, Angela Jen-Yin 157,198,989 votes

4. To propose the approval of releasing non-competition restrictions on the Company’s newly elected Directors and its representatives

Proposed by the Board of Directors

Explanation:

  • 4.1 In accordance with Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • 4.2 After this election, if the newly elected directors (including independent directors) have competition behavior as stipulated in Article 209 of the Company Act, it is proposed to apply to the Shareholders’ Meeting for permission to release their non-competition restrictions.

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  • 4.3 Please refer to attachment 7 for the proposed list of directors (including independent directors) of releasing non-competition restrictions.

Resolution: Voting Result:

Shares represented at the time of voting: 168,898,758.

VotingResult % of the total represented sharepresent
Votes in favor: 166,489,873 votes
(including 137,250,510 shares voted via electronic
transmission)
98.57%
Votes against: 36,496 votes
(including 36,496 shares voted via electronic
transmission)
0.02%
Votes invalid : 0 votes 0%
Votes abstained: 2,372,389 votes
(including 2,285,314 shares voted via
electronic transmission)
1.41%

RESOLVED, that the above proposal was hereby approved as proposed.

F. Extempore Motion(s) : None.

G. Meeting adjourned: Meeting ended at 09:33 a.m., May 28, 2025.

There are no questions asked from shareholders at this shareholders’ meeting.

(This minutes of the shareholders’ meeting was stated according to Article 183 of the Company Act for its summary of the essential points of the proceedings and the results of the meeting, of which the video record and the Chinese version shall prevail if any discrepancy.)

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Attachment 1

Chinese Maritime Transport Ltd.

2024 Business Report

1. Market Overview

With dry bulk seaborne trade volume on the rise, Capesize spot rates increased nearly 40% yearon-year in 2024. Average time-charter equivalent (TCE) performed well in Q1, surpassing US$35,000 in March. Buoyed by strong long-haul cargo demand and market optimism, both spot and forward freight rates remained elevated with TCE again surpassing US$30,000 in early Q3. However, supplydemand imbalances in Q4 sent freight rates plunging below US$10,000 in late December. For the year, the Baltic Capesize Index (BCI) averaged 2,724 points, with TCE averaging US$22,592.

China’s demand for raw materials including coal, bauxite and iron ore continued rising in 2024. With global coal prices remaining relatively low, China’s coal imports surpassed 500 million tons in the year. Spurred by record electric vehicle production volume, China’s bauxite demand soared. Iron ore imports, meanwhile, increased 5% year-on-year to 1.21 billion tons. This was due to China’s steel exports increasing, despite lower output.

With Africa’s massive Simandou mining region set to start exporting high-quality iron ore in 2025, long-haul dry bulk shipping demand is expected rise. At the same time, new vessel deliveries will go down in the next three years. In 2024, 38 new Capesize bulk carriers were delivered against eight scrapped, yielding global tonnage growth of just 1.6% in the year. Clarksons is forecasting global freight level and tonne-mile demand growth of 0.6% and 0.7% in 2025, respectively, along with 35 new Capesize deliveries. New International Maritime Organization (IMO) environmental regulations have also accelerated scrapping, which will further tighten tonnage supply.

Although China’s real estate sector remains sluggish and domestic demand weakens, market sentiment is optimistic due to various stimulus policies announced by the PRC government. Some research institutions believe China’s real estate sector is entering a recovery cycle, which would boost steel demand and freight rates.

2. Operating Plan; Implementation Achievement; Budget Operating Income, Expenditures, Profitability Analysis

Despite significant changes and challenges in both global and domestic political and economic landscapes, CMT achieved profit growth in 2024. Consolidated revenue from our shipping, trucking, and container terminal businesses totaled NT$4.64 billion, a 15.52% increase from NT$4.01 billion in 2023. Consolidated operating costs and expenses increased 9.44% year-on-year to NT$3.94 billion in 2024, while consolidated net operating income increased 85.18% to NT$693.09 million. Consolidated non-operating income totaled NT$361.79 million, while net income attributable to the owners of the

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parent company increased 208.47% from NT$328.33 million in 2023 to NT$1.01 billion in 2024. Earnings per share in 2024 was NT$5.13.

3. Operational Overview and Approach

3.1 Shipping

We are actively modernizing our fleet to optimize energy consumption and operational efficiency. In H1 2024, we took delivery of two more high-spec, energy-efficient bulk carriers from CSSC Qingdao Beihai Shipbuilding Co. We also commissioned a total of four new 210,000-DWT bulk carriers from CSBC Corp.,Taiwan in August 2024 and March 2025, respectively. In October 2024, we further optimized fleet performance and reduced the average age of our fleet with the sale of our oldest vessel, M.V. China Peace. We are also progressively retrofitting and upgrading our existing fleet to align with IMO energy and emission reduction standards. Our ship management system continues digital optimization, with a sustained focus on our three core priorities of environmental protection, navigational safety, and cybersecurity.

3.2 Trucking

2024 was a challenging year for Taiwan’s container transport sector due to rising costs, falling inland freight rates, labor shortage, and reduced cargo volume. We proactively responded to these challenges by improving our labor environment, acquiring eco-competitive tractors and equipment, and reinforcing digital management. With international container shipping lines adjusting their strategies in response to Taiwan’s unstable import/export volume, the overall transport market faced critical challenges both domestically and abroad. We remain committed to sustainable operations and Environmental, Social, and Governance (ESG) principles, and will continue implementing various digitalization, energy efficiency, carbon reduction, and labor-friendly initiatives to stay competitive in this evolving landscape.

3.3 Terminals

CMT Logistics was named Keelung Customs’ [outstanding certified autonomous management container yard] in 2024 from a field of dozens. This was Keelung Customs (under the Customs Administration of the Ministry of Finance)’s inaugural autonomous warehouse and container yard operator evaluation, and the recognition affirmed our longstanding efforts to enhance management and service quality through technology. The honor also motivates us to continue meeting customer needs and earning their trust. Although Taiwan’s overall exports did grow in 2024 due to the information and communication technology sector, the container terminal business was affected by the continued decline of traditional manufacturing exports and raw material imports. With strong business strategies in place, however, our team was able to minimize the impact of these challenges and achieve performance targets.

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3.4 Environmental Protection, Social Responsibility and Corporate Governance

Even as we strive to maximize shareholder value, our ESG targets remain the cornerstone of our commitment to sustainability. We published our consolidated company’s inaugural greenhouse gas inventory report and sustainability report in 2023 and obtained CPA-certified assurance reports in Chinese and English for both, well ahead of statutory deadlines. We continue to implement advanced digital information systems and robust risk control policies to create greater value for shareholders and employees while fulfilling our corporate social responsibility for long-term sustainability.

3.4.1 Environmental Protection

All of our business units have energy conservation and emission reduction initiatives in place to protect environmental resources. In shipping, carbon emission levels are closely monitored and we collaborate with classification societies and other institutions on energy efficiency and emission reduction research. Our ships are powered by low-sulfur fuel and utilize meteorological navigation to optimize routes and reduce fuel consumption. Our newest vessels are fuel-efficient, diesel-powered with dual-fuel main engines. In trucking, we have added latest sixth-generation emission standard-compliant tractors and electric tractors to our fleet and we promote eco driving. In terminals, we are systematically replacing older container handlers with electric models and primarily use operating machinery certified “gold medal” by the Ministry of Environment’s pollution emission evaluation system.

3.4.2 Social Responsibility

We are fully compliant with Maritime Labour Convention guidelines (also known as the Bill of Rights for Seafarers). We regularly conduct crew satisfaction surveys and monitor our crews’ physical and mental health. Apart from telemedicine services and the establishment of a seafarers’ rights and welfare action alliance, we hold occupational safety workshops and conduct navigational and management system audits. We have implemented various quality management systems, including ISO 9001. Onshore, we have a legally compliant occupational health and safety management system in place along with grievance filing and disciplinary procedures for workplace violations. We also provide communication and leadership training.

We believe in a [people-oriented, employee-first] philosophy and hold various education and training programs. We also offer continuing education incentives. Benefits provided by our employee welfare committee include education, childbirth and childcare subsidies. Externally, we are committed to social welfare and fulfill our corporate social responsibility through contributions to the Weici Charity Foundations, our Chinese Maritime Transport Scholarships program, and corporate internship program.

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3.4.3 Corporate Governance

To realize our sustainability goals, we optimize corporate governance though risk management, cybersecurity, stakeholder engagement, ethical business practices, and intellectual property management. We have a comprehensive supplier management system to evaluate suppliers’ sustainability performance. In addition, we require signed commitments to environmental protection and fair trade from suppliers.

Global uncertainty from inflation and geopolitical risk continues to take its toll. While there have been signs of de-escalation in the Russia-Ukraine and Gaza wars, U.S. policies ranging from trade tariffs to the Federal Reserve’s interest rate adjustments have the industry adopting a prepared approach. Meanwhile, the biggest factor affecting the performance of the industry is how quickly China’s real estate sector and overall economy recover. In the face of these challenges, our team will continue to adhere to our core business philosophy of [“remaining nimble to take advantage of great opportunities.”] We continue to optimize operating performance as we deliver maximum value to our shareholders and society. We demonstrate our commitment to sustainable development.

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Attachment 2

2024 Audit Committee’s Review Report

The Company's 2024 annual business report, parent company-only financial statements and consolidated financial statements, and earnings distribution statement were prepared by the Board of Directors, of which the financial statements have been audited and certified by KPMG accountants Au, Yiu-Kwan and Chien, Szu-Chuan. The aforementioned statements, along with the business report and earnings distribution statement have been reviewed and found no discrepancies by the Audit Committee, and we hereby submit this report in accordance with relevant requirements of the Securities and Exchange Act and the Company Act.

Chinese Maritime Transport Ltd.

Audit Committee

Convener: Donald Kuo-Liang Chao

March 13, 2025

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Attachment 3

2024 Independent Auditors’ Report

To the Board of Directors of CHINESE MARITIME TRANSPORT LTD.:

Opinion

We have audited the consolidated financial statements of CHINESE MARITIME TRANSPORT LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretation developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of the investee which represented the investment accounted for using the equity method of the Group. Those statements were audited by another auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amount is based solely on the report of other auditors. The investment accounted for using the equity method constituting 2.54% and 2.81% of total assets at December 31, 2024 and 2023, respectively. The related shares of profit of associates accounted for using the equity method constituted 3.26% and 8.51% of total profit before tax for the years ended December 31, 2024 and 2023, respectively.

CHINESE MARITIME TRANSPORT LTD. has prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, on which we have issued an unmodified opinion with Emphasis of the Matter and an unmodified opinion with Emphasis of the Matter and Other Matter, respectively, for reference.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

  • 14 -

and we do not provide a separate opinion on these matters. In our judgment, the key audit matters that should be communicated in the audit report are as follows:

Recognition of freight revenue – vessel chartering and container hauling

Please refer to Note (4)(p) for the accounting policy of “Revenue” and to Note (6)(r) for information details.

Description of key audit matters:

The main activities of the Group are bulk carrier operation through overseas subsidiaries, domestic container hauling and storage, and related business. Freight revenue vessel chartering and container hauling is one of the significant items in the consolidated financial statements, and the amounts and changes may affect the users’ understanding on the entire financial statements. Therefore, the testing over freight revenue–vessel chartering and container hauling recognition is considered a key matter in our audits.

Audit Procedures:

Our principal audit procedures included: testing the related controls over the sale and receipts cycle, conducting the confirmation process used to examine the accounts receivable and revenue of major customers, executing substantive analytical procedures of freight revenue–vessel chartering, and assessing the contract liabilities, as well as evaluating whether the Group’s timing of revenue recognition is accurate in accordance with the related accounting standards.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

  2. 15 -

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Au, Yiu Kwan and Chien, Szu Chuan.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2025

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1150
Notes and accounts receivable, net (note 6(d))
1220
Current tax assets
1301
Inventories (note 6(e))
1470
Other current assets
1476
Other current financial assets (notes 6(j) and 8)

Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (note 6(b))
1517
Non-current financial assets at fair value through other comprehensive income (notes
6(c) and 8)
1550
Investments accounted for using equity method, net (note 6(f))
1600
Property, plant and equipment (notes 6(g) and 8)
1755
Right-of-use assets (note 6(h))
1760
Investment property, net (note 6(i))
1780
Intangible assets
1840
Deferred tax assets (note 6(o))
1900
Other non-current assets
1975
Net defined benefit asset, non-current (note 6(n))
1980
Other non-current financial assets (notes 6(j) and 8)
Total assets
December 31, 2024
Amount
%
$ 4,360,635
16
96,288
-
252,556
1
17,163
-
37,094
-
170,361
1
186,937
1
December 31, 2024
Amount
%
$ 4,360,635
16
96,288
-
252,556
1
17,163
-
37,094
-
170,361
1
186,937
1
December 31, 2023
Amount
%

3,946,557
17
584,528
2

274,723
2
224
-
60,079
-

93,286
-

319,433
2

5,278,830
23
22,453
-
1,253,522 5

657,814
3

15,963,261
68
155,255
1
34,330
-
4,188
-
9,442
-
9,477
-
2,002
-
23,094
-

18,134,838
77

23,413,668
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(k))
2130
Current contract liabilities (note 6(r))
2150
Notes and accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities (note 6(l))
2300
Other current liabilities
2320
Long-term liabilities, current portion (note 6(k))

Non-current liabilities:
2530
Bonds payable (note 6(k))
2540
Long-term borrowings (note 6(k))
2570
Deferred tax liabilities (note 6(o))
2580
Non-current lease liabilities (note 6(l))
2640
Net defined benefit liabilities, non-current (note 6(n))
2670
Other non-current liabilities, others

Total liabilities
Equity attributable to owners of parent (note 6(p)):
3100
Common stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings

3400
Other equity interest
Total equity attributable to owners of parent
3610
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2024 December 31, 2024 December 31, 2023
Amount
%

3,019,696
13
42,014 -

174,767
1

157,122
1
90,859 -
52,839 -
2,814 -
743,438
3
December 31, 2023
Amount
%

3,019,696
13
42,014 -

174,767
1

157,122
1
90,859 -
52,839 -
2,814 -
743,438
3
Amount
$ 2,889,778
109,117
170,151
196,185
21,569
37,709
3,797
3,408,994
% Amount

3,019,696
42,014

174,767

157,122
90,859
52,839
2,814
743,438

11
-

1

1
-
-
-

12
Amount
$ 4,360,635
96,288
252,556
17,163
37,094
170,361
186,937

6,837,300


25

4,283,549


18

5,121,034


19


5,278,830

-
6,206,559
614,827
97,492
4,037
3,616

-

23

3
-
-

-

2,500,000

4,249,826

607,743
108,261
11,072
3,834


11

18

4
-
-

-

11,881

743,247
1,929,003
19,385,270
129,882
34,765
10,914
9,856
9,217
4,726
22,606


-
3

7

71

-

-

-

-

-

-

-

22,453
1,253,522

657,814

15,963,261
155,255
34,330
4,188
9,442
9,477
2,002
23,094

6,926,531


26

7,480,736


33

13,763,831


51

11,764,285


51

1,974,846


7

1,974,846


8

53,411


-

53,411


-

1,993,120
359,487
8,196,451


7

1

30


1,960,427

359,487
7,143,644


8

2

31

22,291,367


81


18,134,838

$
27,412,401


100


23,413,668

10,549,058


38

9,463,558


41

1,050,720


4

92,656


-

13,628,035


49

11,584,471


49

20,535


-

64,912


-

13,648,570


49

11,649,383


49

$
27,412,401


100

23,413,668


100
  • 17 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars, Except earnings per share)

4000
Operating revenues (notes 6(r), 7 and 14)
4621
Freight revenue-vessel chartering
4622
Freight revenue-container hauling and logistics
4623
Freight revenue-airline agent and others
5000
Operating costs (notes 6(e), (n) and 12)
5621
Freight cost-vessel chartering
5622
Freight cost-container hauling and logistics
5623
Freight cost-airline agent and others
5900
Gross profit
Operating expenses:
6000
Operating expenses (notes 6(n), (t), 7 and 12)
6450
Expected credit losses (reversal gains) (note 6(d))
6900
Net operating income
Non-operating income and expenses:
7010
Other income (notes 6(b) and (c))
7050
Finance costs (note 6(s))
7060
Share of profit (loss) of associates and joint ventures accounted for using equity method (note
6(f))
7100
Interest income
7210
Gains on disposals of property, plant and equipment, net (note 6(g))
7230
Foreign exchange gains (losses), net
7235
Gains on financial assets at fair value through profit or loss, net (note 6(b))
7590
Miscellaneous disbursements
7540
7900
Profit from continuing operation before tax
7950
Less: Income tax expenses (note 6(o))
Profit
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value
through other comprehensive income (note 6(c))
8349
Less: Income tax related to items that may not be reclassified to profit or loss (note 6(o))
Items that may not be reclassified to profit or loss
8360
Items that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation of foreign financial statements
8370
Share of other comprehensive income of associates and joint ventures accounted for using the
equity method, items that may be reclassified to profit or loss (note 6(f))
Items that may be reclassified subsequently to profit or loss
8300
Other comprehensive income, net
Total comprehensive income
Profit, attributable to:
Owners of parent
Non-controlling interests
Comprehensive income attributable to:
Owners of parent
Non-controlling interests
Earnings per share(note 6(q))
9750
Basic net income per share (NT Dollars)
9850
Diluted net income per share (NT Dollars)
2024 %

68

30

2
2023 %

59

39

2
Amount
$ 3,131,834
1,423,071
82,927
Amount

2,381,878

1,567,155

65,859

4,637,832


100


4,014,892


100

2,260,133
1,111,734
81,343


49

24

2


1,918,483

1,191,289

47,745


48

30

1

3,453,210


75


3,157,517


79

1,184,622


25


857,375


21

491,644
(110)


11

-


483,182
(81)


12

-

491,534


11


483,101


12

693,088


14


374,274


9

129,131
(511,015)
57,888
177,295
428,571
30,055
51,166
(1,298)


3
(11)

1

4

9

1

1

-


145,801

(367,944)

36,819

151,616

11,556

(1,700)

83,154
(1,013)


4

(9)

1

4
-
-

2

-

361,793


8


58,289


2

1,054,881
44,460


22

1


432,563

108,695


11

3

1,010,421


21


323,868


8

9,435
396,457
1,887

-

9

-

(1,759)

50,291
(352)

-

1

-

404,005


9


48,884


1

793,073
31,173


17

1


(4,312)

(191)

-

-

824,246


18


(4,503)


-

1,228,251


27


44,381


1

$
2,238,672


48


368,249


9
$ 1,012,798
(2,377)

21

-

328,329
(4,461)

8

-

$
1,010,421


21


323,868


8
2,241,049
(2,377)

48

-

372,710
(4,461)

9

-

$
2,238,672


48


368,249


9
$ 5.13 1.66
$ 5.12 1.66
  • 18 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2023
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve reversed
Cash dividends of ordinary shares
Net income (losses) for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income for the year ended December 31, 2023
Changes in non-controlling interests-subsidiary cash capital increase
Balance at December 31, 2023
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary shares
Net income (losses) for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Changes in non-controlling interests-capital injection of subsidiary by cash
Disposal of investments in equity instruments designated at fair value through
other comprehensive income
Balance at December 31, 2024
Share
capital
Capital sur-
plus
**Retained earnings ** **Retained earnings ** Total other equity interest Total other equity interest Total other equity interest Total
equity
attributable
to owners
ofparent
Non-controlling
interests
Total
equity
Exchange dif-
ferences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) from fi-
nancial
assets
measured at
fair value
through other
comprehensive
income
Total
Ordinary
shares
Legal
reserve
Special
reserve
Unappropriated
**earnings **
Total
$ 1,974,846
53,411

1,882,499

934,768

6,749,885

9,567,152

(216,492)

263,360

46,868

11,642,277

9,373

11,651,650

-
-
-


-
-
-


77,928
-
-



-
(575,281)
-


(77,928)

575,281
(430,516)



-

-

(430,516)


-
-

-


-
-
-


-
-
-


-
-
(430,516)


-
-

-


-
-
(430,516)
- - 77,928
(575,281)


66,837



(430,516)


-
- -
(430,516)


-

(430,516)
-
-
-
-

-
-


-
-


328,329
(1,407)



328,329

(1,407)


-

(4,503)
-

50,291
-

45,788

328,329

44,381


(4,461)

-


323,868
44,381
- - - -
326,922



326,922



(4,503)



50,291



45,788



372,710


(4,461)


368,249
- - - -
-


-


-


-


-


-


60,000



60,000
1,974,846
-
-

53,411
-
-

1,960,427
32,693
-

359,487

-
-

7,143,644
(32,693)
(197,485)

9,463,558

-

(197,485)

(220,995)
-

-

313,651
-
-

92,656
-
-

11,584,471
-
(197,485)


64,912
-

-



11,649,383
-
(197,485)
- - 32,693
(230,178)



(197,485)


-
- -
(197,485)


-

(197,485)
-
-
-
-

-
-

-
-

1,012,798
7,548



1,012,798

7,548


-

824,246
-

396,457
-

1,220,703

1,012,798

1,228,251


(2,377)

-


1,010,421
1,228,251
- - - -
1,020,346



1,020,346



824,246



396,457



1,220,703



2,241,049


(2,377)


2,238,672
-
-
-
-
-
-
-
-

-
262,639


-

262,639


-

-


-
(262,639)


-

(262,639)


-

-


(42,000)
-



(42,000)
-
$
1,974,846

53,411

1,993,120

359,487


8,196,451



10,549,058


603,251


447,469



1,050,720


13,628,035

20,535

13,648,570
  • 19 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization
Expected reversal gains
Net gain on financial assets at fair value through profit
Interest expense
Interest income
Dividend income
Share of profit of associates accounted for using the equity method
Net gain on disposal of property, plant and equipment
Others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in financial assets at fair value through profit or loss
Decrease in notes and accounts receivable (including related parties)
Decrease (increase) in inventories
Increase (decrease) in other current assets
Decrease (increase) in net defined benefit assets
Increase in other current financial assets
Changes in operating liabilities:
(Decrease) increase in notes and accounts payable
Increase (decrease) in current contract liabilities
Increase (decrease) in other current liabilities
(Decrease) increase in net defined benefit liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividend received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows used in investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of investments accounted for the using the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease (increase) in other current financial assets
Increase in other non-current assets
Decrease in other non-current financial assets
Net cash flows used in investing activities
Cash flows used in financing activities:
(Decrease) increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Payment of lease liabilities
Cash dividends paid
Changes in non-controlling interests-subsidiary cash capital increase
Others
Net cash flows from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2024 2023

432,563
$ 1,054,881

1,369,330
(110)
(51,166)
511,015
(177,295)
(108,792)
(57,888)
(428,571)
(154)



1,174,674

(81)

(83,154)

367,944

(151,616)

(126,063)

(36,819)

(11,556)

-

1,056,369


1,133,329

6,481
22,277
22,985
(77,075)
13
(403)



4,059

19,950

(60,079)

6,163

(2,002)

(57,854)

(25,722)



(89,763)

(4,616)
67,103
25,170
(337)



2,610

(15,666)

(22,370)

2,642

87,320



(32,784)

61,598



(122,547)

1,117,967



1,010,782

2,172,848
183,535
141,885
(497,403)
(126,596)



1,443,345

149,231

140,483

(361,969)

(97,821)

1,874,269



1,273,269

(92,372)
251,641
2,924
(350,035)
454,569
(20,875)
(3,920,491)
657,300
(9,955)
126,217
(70,351)
488



(533,877)

-

2,924

(484,319)

294,046

-

(3,177,039)

23,787

(1,872)

(60,345)

(47,132)

320
(2,970,940)
(3,983,507)

(129,918)
2,822,181
(1,074,057)
(51,324)
(197,485)
(42,000)
(218)



1,120,210

2,550,902

(660,712)

(50,557)

(430,516)

60,000

(167)

1,327,179



2,589,160

183,570



1,263

414,078
3,946,557



(119,815)

4,066,372

$
4,360,635



3,946,557
  • 20 -

2024 Independent Auditors’ Report

To the Board of Directors of Chinese Maritime Transport Ltd.:

Opinion

We have audited the financial statements of Chinese Maritime Transport Ltd.(“the Company”), which comprise the balance sheets as of December 31, 2024,and 2023, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024,and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matters

We did not audit the financial statements of the investee which represented the investment in another entity accounted for using the equity method of the Company. Those statements were audited by another auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amount is based solely on the report of other auditors. The investment accounted for using the equity method constituting 3.54% and 3.78% of total assets at December 31, 2024 and 2023, respectively. The related shares of profit of associates accounted for using the equity method constituting 3.36% and 9.71% of total profit before tax for the years ended December 31, 2024 and 2023, respectively.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, the key audit matters that should be communicated in the audit report are as follows:

  1. Recognition of freight revenue–container hauling

Please refer to Note 4(o) for the accounting policy of “Revenue” and to Note 6(n) “Revenue from contracts with customers” for information details.

Description of key audit matters:

The main activities of the Company are container hauling and related business. Freight revenue container hauling is one of the significant items in the financial statements, and the amounts and changes may affect the users’understanding on the entire financial statements. Therefore, the testing over freight revenue container hauling recognition is considered a key matter in our audits.

  • 21 -

Audit Procedures:

Our principal audit procedures included testing related controls over sale and receipts cycle, executing the confirmation process used to examine accounts receivable and revenue of major customers, and evaluating if the Company’s timing of revenue recognition is accurate in accordance with related accounting standards.

  1. Freight revenue–vessel chartering, using equity method investment, subsidiary

Please refer to Note 4(h) for the accounting policy of “Investments in subsidiary”, and to Note 6(d) for “Investments accounted for using equity method”.

Description of key audit matters:

The main activity of some of the subsidiaries, accounted for using equity method investment, is operating bulk carrier. Freight revenue vessel chartering is one of the significant items in the financial statements based on the consideration of consolidated report, and the amounts and changes may affect the users’understanding on the entire financial statements. Therefore, the testing over freight revenue vessel chartering recognition is considered a key matter in our audits.

Audit procedures:

Our principal audit procedures included testing related controls over sale and receipts cycle of those subsidiaries, which are investments using equity method, executing substantive analytical procedures of freight revenue-vessel chartering, assessing contract liabilities, and evaluating if the timing of revenue recognition for freight revenue, vessel chartering, is accurate in accordance with related accounting standards.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

  2. 22 -

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding investment subsidiary using equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yiu-Kwan Au and Szu-Chuan Chien.

KPMG

Taipei, Taiwan (Republic of China)

March 13, 2025

  • 23 -

(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.

Balance Sheets

December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents(note 6(a))
1150
Notes and accounts receivable, net(note 6(c))
1220
Current tax assets
1470
Other current assets
1476
Other current financial assets(note 6(g))

Non-current assets:
1510
Non-current financial assets at fair value through profit or loss(note 6(b))
1550
Investments accounted for using equity method, net(note 6(d))
1600
Property, plant and equipment(notes 6(e) and 8)
1760
Investment property, net(note 6(f))
1780
Intangible assets
1840
Deferred tax assets(note 6(k))
1900
Other non-current assets
1975
Net defined benefit asset, non-current(note (j))
1980
Other non-current financial assets(notes 6(g) and 8)
Total assets
December 31, 2024 December 31, 2024 December 31, 2023 December 31, 2023
Amount % Amount %
$ 923,832
90,228
8,486
16,386
6,773

5
-
-
-

-

562,259
82,154
-
14,821
2,019

3
-
-
-

-

1,045,705


5


661,253


3

11,881
17,911,282
611,863
19,799
9,361
3,543
1,942
4,726
5,653

-
92

3
-
-
-
-
-

-

22,453

16,073,414

591,596
19,876
3,550
2,035
3,177
2,002
5,785

-
93

4
-
-
-
-
-

-

18,580,050


95


16,723,888


97

$
19,625,755


100


17,385,141


100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings(note 6(h))
2150
Notes and accounts payable
2181
Accounts payable to related parties(note 7)
2220
Other payables to related parties(note 7)
2300
Other current liabilities(note 7)
2322
Long-term borrowings, current portion(note 6(h))

Non-Current liabilities:
2530
Bonds payable(note 6(h))
2570
Deferred tax liabilities(note 6(k))
2670
Other non-current liabilities, others

Total liabilities
Equity(note 6(l)):
3100
Common stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings

3400
Other equity interest
Total equity
Total liabilities and equity
December 31, 2024 December 31, 2023
Amount % Amount %
$ 2,844,778
685
256,745
85,000
71,992
2,500,000
16
-

1
-
-

13

2,759,743
512

106,505
85,000
118,615

-
17
-

1
-

1
-
5,759,200
30

3,070,375

19

-
237,958
562

-

1

-

2,500,000

229,560
735

14

1

-
238,520
1

2,730,295

15

5,997,720


31


5,800,670


34

1,974,846


10


1,974,846


11

53,411


-

53,411


-
1,993,120
359,487
8,196,451
10

2

42

1,960,427

359,487

7,143,644

11

2

41

10,549,058


54


9,463,558


54

1,050,720


5


92,656


1

13,628,035


69


11,584,471


66

$
19,625,755


100


17,385,141


100
  • 24 -

(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.

Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars , Except earnings per share)

4000
Operating Revenues(notes 6(n) and 7))
4621
Freight revenue-vessel chartering
4622
Freight revenue-container hauling and logistics
4623
Freight revenue-airline agent and others
5000
Total operating costs(notes 7 and 12)
5900
Gross profit
Operating expenses:
6000
Operating expenses (notes 6(j), (p), 7 and 12)
6900
Net operating loss
Non-operating income and expenses:
7010
Other income (notes 6(b) and (i))
7050
Finance costs (notes 6(o) and 7)
7070
Share of profit (loss) of associates and joint ventures accounted for using equity method (note 6(d))
7100
Interest income
7210
Gains (losses) on disposal of property, plant and equipment, net (note 6(e))
7235
Gains (losses) on financial assets at fair value through profit or loss (note 6(b))
Total non-operating income and expenses
7900
Profit from continuing operation before tax
7950
Less: Income tax expenses(note 6(k))
Profit
8300
Other comprehensive income:
8310
Items that may not be reclassified to profit or loss
8311
Gains on remeasurements of defined benefit plans (note 6(j))
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using
equity method, items that may not be reclassified to profit or loss
8349
Less:Income tax related to items that will not be reclassified to profit or loss (note 6(k))
8360
Items that may be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8380
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using
equity method, items that will be reclassified to profit or loss
8399
Less:Income tax related to items that will be reclassified to profit or loss (note 6(k))
Items that may be reclassified to profit or loss
8300
Other comprehensive income
8500
Total comprehensive income
Earnings per share(note 6(m))
9750
Basic net income per share (NT dollars)
9850
Diluted net income per share (NT dollars)
2024 2023
Amount % Amount %
$ 69,360
489,572
19,581

12

85

3

79,092

507,035

21,482

13

83

4

578,513
478,886

100

83


607,609

497,317

100

82

99,627
225,738


17

39


110,292

202,654


18

33

(126,111)


(22)


(92,362)


(15)

47,062
(89,483)
1,172,566
24,299
5
(7,648)



8
(15)
203

4
-

(1)



14,510

(77,091)

510,183

15,579
(1,488)

9,840



2
(13)

84

3
-

2

1,146,801



199



471,533


78

1,020,690
7,892

177

1


379,171

50,842


63

8

1,012,798


176


328,329


55

2,737
401,815
547

-

69

-

80

48,820
16

-
8

-
404,005
69

48,884

8

793,073
31,173
-

137
5
-


(4,312)

(191)
-


(1)
-
-
824,246
142

(4,503)

(1)

1,228,251


211


44,381



7

$
2,241,049


387


372,710


62
$ 5.13 1.66
$ 5.12 1.66
  • 25 -

(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.

Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

Balance at January 1, 2023
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve reversed
Cash dividends of ordinary share
Net income for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income for the year ended December 31, 2023
Balance at December 31, 2023
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Net income for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Disposal of investments in equity instruments designated at fair value
through other comprehensive income
Balance at December 31, 2024
Share
capital
Capital
surplus
**Retained earnings ** **Retained earnings ** Total other equity interest Total other equity interest Total other equity interest Total
equity
Exchange dif-
ferences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) from fi-
nancial
assets
measured at
fair value
through other
comprehen-
sive income
Total
Ordinary
shares
Legal
reserve
Special
reserve
Unappropriated
**earnings **
Total
$ 1,974,846
53,411

1,882,499

934,768

6,749,885

9,567,152

(216,492)

263,360

46,868

11,642,277

-
-
-


-
-
-


77,928
-
-



-
(575,281)
-


(77,928)

575,281
(430,516)



-

-

(430,516)


-
-

-


-
-
-


-
-
-


-
-
(430,516)
- - 77,928
(575,281)


66,837



(430,516)


-
- -
(430,516)
-
-
-
-

-
-


-
-


328,329
(1,407)



328,329

(1,407)


-

(4,503)
-

50,291
-

45,788

328,329

44,381
- - - -
326,922



326,922



(4,503)



50,291



45,788



372,710
1,974,846
-
-

53,411
-
-

1,960,427
32,693
-

359,487

-
-


7,143,644
(32,693)
(197,485)



9,463,558

-

(197,485)



(220,995)
-

-



313,651
-
-



92,656
-
-



11,584,471
-
(197,485)
- - 32,693
(230,178)



(197,485)


-
- -
(197,485)
-
-
-
-

-
-

-
-

1,012,798
7,548



1,012,798

7,548


-

824,246
-

396,457
-

1,220,703

1,012,798

1,228,251
- - - -
1,020,346



1,020,346



824,246



396,457



1,220,703



2,241,049
- - - -
262,639



262,639



-


(262,639)



(262,639)



-
$
1,974,846

53,411

1,993,120

359,487


8,196,451



10,549,058


603,251


447,469



1,050,720


13,628,035
  • 26 -

(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.

Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plant and equipment, net
Total adjustments to reconcile profit (loss)
Changes in operating assets:
(Increase) decrease in notes and accounts receivable (including related parties)
Increase in other current assets
Increase in other current financial assets
Decrease in other operating assets
Changes in operating liabilities:
Increase (decrease) in notes and accounts payable (including related parties)
Increase in net defined benefit liabilities
Increase (decrease) in other current liabilities
Decrease in other non-current liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow (used in) from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows used in investing activities:
Proceeds from capital reduction of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Proceeds from capital reduction of investments accounted for using equity method
Decrease (increase) in other non-current financial assets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in other non-current assets
Acquisition of intangible assets
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
(Decrease) increase in other payables to related parties
Cash dividends paid
Net cash flows used in (from) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2024 2023
$ 1,020,690
379,171

23,597
7,648
89,483
(24,299)
(1,953)
(1,172,566)
(5)



24,264

(9,840)

77,091

(15,579)

(545)

(510,183)

1,488

(1,078,095)



(433,304)

(8,074)
(2,636)
(5,119)
13



20,454

(984)

(82)

-
(15,816)
19,388

150,413
-
19,353
(173)



(55,296)
80

(4,570)

(154)

169,593



(59,940)

153,777



(40,552)

(924,318)



(473,856)

96,372
24,664
594,712
(89,264)
(76,229)



(94,685)

13,926

390,516

(76,439)

(13,136)

550,255



220,182

2,924
(933,760)
901,760
132
(39,906)
7
1,235
(8,624)



2,924

(399,000)

-

(74)

(5,289)

-

(2,335)

(1,273)

(76,232)



(405,047)

85,035
-
(197,485)



890,257
(60,000)

(430,516)

(112,450)



399,741

361,573
562,259



214,876

347,383

$
923,832



562,259
  • 27 -

Attachment 4 Amendment comparison table for the Articles of Incorporation

==> picture [512 x 627] intentionally omitted <==

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

After Amendment Before Amendment Explanation
Article 26 Article 26
If the Corporation makes profits If the Corporation makes profits In accordance with Article 14,
for the current year, the board of for the current year, the board of Paragraph 6 of the Securities and
directors shall resolve on the al- directors shall resolve on the al- Exchange Act and the Financial
location of 0.5%~2% as the em- location of 0.5%~2% as the em- Supervisory Commission’s Or-
ployee compensation (including ployee compensation and no der No. Zheng-Fa-1130385442
not less than 0.02% of profit more than 2% as the compensa- (issued on November 8, 2024), a
before tax for the non-execu- tion for directors. If the Corpora- company whose shares are listed
tive employee compensation) tion has cumulative losses, the on the TWSE shall specify in its
and no more than 2% as the com- amount equivalent to such losses Articles of Incorporation a cer-
pensation for directors. If the shall be reserved prior to the al- tain percentage of annual earn-
Corporation has cumulative location. ings to be allocated for salary ad-
losses, the amount equivalent to justments or remuneration distri-
The calculation of the employee/
such losses shall be reserved bution to non-executive employ-
directors compensation shall be
prior to the allocation. ees. Accordingly, certain provi-
made base on the amount of
sions of the Company’s Articles
The calculation of the employee/ profit before tax (excluding em-
of Incorporation are amended.
directors compensation shall be ployee/ directors compensation).
made base on the amount of
The Corporation may have the
profit before tax (excluding em-
profit distribution as employee
ployee/ directors compensation).
compensation in the form of
The Corporation may have the shares or in cash, shall be
profit distribution as employee adopted by a majority vote at a
compensation in the form of meeting of the board of directors
shares or in cash, shall be attended by two-thirds of the to-
adopted by a majority vote at a tal number of directors, and re-
meeting of the board of directors port such distribution to the
attended by two-thirds of the to- shareholders’ meeting.
tal number of directors, and re-
port such distribution to the
shareholders’ meeting.
Article 28 Article 28
……….. ……….
the forty-sixth amendment on the forty-sixth amendment on
June 9, 2023, the forty-seventh June 9, 2023.
amendment on May 28, 2025.
----- End of picture text -----

  • 28 -

Attachment 5

Amendment comparison table for the Procedures for Endorsements and Guarantees

After Amendment Before Amendment Explanation
Article 3
………
The subsidiary and parent com-
pany as referred to in these Pro-
cedures shall be as determined
under the Regulations Governing
the Preparation of Financial Re-
ports by Securities Issuers.
Article 3
………
The subsidiary and parent com-
pany as referred to in these Pro-
cedures shall be as determined
under the regulations of the Fi-
nancial Accounting Standards
Bulletin No.5 and No.7 issued by
the Accounting Research and De-
velopment Foundation of the Re-
public of China.
In accordance with the Article 6
of the Regulations Governing
Loaning of Funds and Making of
Endorsements / Guarantees by
Public Companies, the text of this
article is revised.
Article 4: The ceiling on the
amount of endorsements / guar-
antees
The total amount of external en-
dorsements / guarantees shall
worth no more than350%of the
Corporation’s net worth. Among
which the amount of endorse-
ments/ guarantees for any single
(a)whose voting shares are 100%
owned by the Corporation shall
not exceed 350%of the Corpora-
tion’s net worth. (b)company
whose more than 80% voting
shares are owned by the Corpora-
tion shall not exceed 30% of the
Corporation’s net worth, the oth-
ers shall not exceed 10% of the
Corporation’s net worth.
The total amount of endorse-
ments / guarantees for the Corpo-
ration and all its subsidiaries as a
whole and the amount of en-
dorsements / guarantees for a sin-
gle enterprise shall not exceed
350%of the Corporation’s net
worth.
………
Article 4: The ceiling on the
amount of endorsements / guar-
antees
The total amount of external en-
dorsements / guarantees shall
worth no more than150%of the
Corporation’s net worth. Among
which the amount of endorse-
ments/ guarantees for any single
(a)whose voting shares are 100%
owned by the Corporation shall
not exceed150%of the Corpora-
tion’s net worth. (b)company
whose more than 80% voting
shares are owned by the Corpora-
tion shall not exceed 30% of the
Corporation’s net worth, the oth-
ers shall not exceed 10% of the
Corporation’s net worth.
The total amount of endorse-
ments / guarantees for the Corpo-
ration and all its subsidiaries as a
whole and the amount of en-
dorsements / guarantees for a sin-
gle enterprise shall not exceed
150% of the Corporation’s net
worth.
………
To meet future guarantee re-
quirements for the replacement
of old vessels with new ones, in-
cluding performance guarantees
for new shipbuilding contracts
and bank financing guarantees,
the Company plans to adjust the
endorsements/ guarantees limit
as needed.
  • 29 -

==> picture [512 x 27] intentionally omitted <==

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

After Amendment Before Amendment Explanation
----- End of picture text -----

Article 6
………
4. The financial department shall
assess or recognize the contin-
gent losses of the endorsement /
guarantee and appropriately dis-
close the endorsements / guaran-
tees information, and provide rel-
evant information to the certified
public accountant to implement
the necessary verification proce-
dures, and issue a proper audited
report.
………
Article 6
………
4. The financial department shall
assess or recognize the contin-
gent losses of the endorsement /
guaranteein accordance with the
provisions of the Financial Ac-
counting
Standards
Bulletin
No.9,and appropriately disclose
the endorsements/guarantees in-
formation, and provide relevant
information to the certified pub-
lic accountant to implement the
necessary
verification
proce-
dures, and issue a proper audited
report.
………
In accordance with the Article 26
of the Regulations Governing
Loaning of Funds and Making
of Endorsements / Guarantees
by Public Companies, the text of
this article is revised.
  • 30 -

Attachment 6

Chinese Maritime Transport Ltd. The List of Candidates for Directors and Independent Directors

==> picture [519 x 648] intentionally omitted <==

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

Holding
Title Name Education Experience Current Position
shares
Director AGCMT Group MBA, Columbia CMT Chair CMT Chair 54,604,522
Representative: University (USA) CMT Vice Chair Dimerco Express shares
William Peng CMT Executive Vice Presi- Corporation Board
dent Director
Dimerco Express Corpora-
tion Board Director
Director AGCMT Group MSc in Naval Ar- CMT President CMT President 54,604,522
Representative: chitecture, Uni- General Manager –cum- Global Energy Mar- shares
James S.C. Tai versity of Strath- Technical Director Fleet itime Board Direc-
clyde, Glasgow tor
Management Department
(UK) OOCL
Global Energy Maritime
Board Director
Director AGCMT Group PhD in Chemis- CMT Senior Vice President CMT Senior Vice 54,604,522
Representative: try, University of Associated Transport Chair President shares
Telvin Ju Miami (USA) CMT Logistics Chair CMT Logistics
Chair
China Container Terminal
Director China Container
Terminal Director
Johns Hopkins University,
Department of Chemistry re-
searcher
Director AGCMT Group MS in Transporta- CMT Vice President CMT Vice Presi- 54,604,522
Representative: tion Management, Associated Transport Chair dent shares
David Hsu University of AG Motors Chair Associated
Maryland (USA) China Container Terminal Transport Chair
Board Director AG Motors Chair
China Container
Terminal Board Di-
rector
Director AGCMT Group MBA, McMaster CMT Assistant Vice Presi- CMT Assistant Vice 54,604,522
Representative: University (Can- dent, Spokesperson President, Spokes- shares
James Tarng ada) Global Energy Maritime person
Board Supervisor Global Energy Mar-
itime Board Super-
visor
Director AGCMT Group Bachelor of Ac- AGCMT Group Board Su- AGCMT Group 54,604,522
Representative: counting, Soo- pervisor Board Supervisor shares
Da-fang Chang chow University Associated International Associated Interna-
Board Supervisor tional Board Super-
AG Motors Board Supervi- visor
sor AG Motors Board
Supervisor
----- End of picture text -----

  • 31 -
Title Name Education Experience Current Position Holding
shares
Independent
Director
Donald Kuo-
Liang Chao
(Note)
MS in Shipping
and Shipbuilding
Management,
Massachusetts In-
stitute of Technol-
ogy (USA)
CMT Independent Director
CR Classification Society
Chair
China Steel Express Corpo-
ration Chair
China Steel Express Corpo-
ration President
Hong Kong Shougang Inter-
national Group Board Direc-
tor
Hong Kong Shougang Ship-
ping President
CMT Independent
Director
Ji Xiao Zhuang Co.
Ltd. Board Supervi-
sor
0 shares
Independent
Director
KOAY Keat
Loon
MBA, Peperdine
University
Bachelor of Arts
with a major in
Economics- Busi-
ness
University of Cal-
ifornia , Los An-
geles
Senior Advisor of Altamar
CAM Partners
Director, International Com-
mercial Bank of China (cur-
rently known as “Mega Inter-
national Commercial Bank”)
Vice President of Equity In-
vestment, Nan Shan Life In-
surance Co., Ltd.
Managing Director (Fund),
PineBridge Investments
(Hong Kong) Asia Limited
(previous known as AIG
Global Investment (Asia)
Ltd.)
Nil 0 shares
Independent
Director
MOH Angela
Jen-Yin
MBA, Massachu-
setts Institute of
Technology
Bachelor of Sci-
ence in Econom-
ics, summa cum
laude
The Wharton
School, Univer-
sity of Pennsylva-
nia
Morgan Stanley Asia Limited
Hong Kong,
Managing Director,
Director of Taiwan Equity
Research,
Associate Director of Greater
China Equity Research
Regina Miracle In-
ternational (Hold-
ings) Limited
(HKEX Stock
Code: 2199)
Independent Non-
Executive Director,
Member of Audit,
Remuneration and
Nomination Com-
mittees
0 shares

Note: Mr. Donald Kuo-Liang Chao has served as the Company's independent director for three consecutive terms. With over 40 years of extensive experience and professional knowledge in the shipping industry, not only he could provide valuable advice and insights for the Company’s operations and development but also plays a key role in passing down the experience of the Board of Directors and independent directors. Therefore, after careful evaluation, he has been nominated again as an independent director.

  • 32 -

Attachment 7

Chinese Maritime Transport Ltd. Proposed list of Directors for releasing the non-competition restrictions

==> picture [455 x 195] intentionally omitted <==

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

Service as positions in other companies with the same
Name
scope of the company’s business
William Peng Dimerco Express Corporation, Director
James S.C. Tai Global Energy Maritime Co., Ltd. , Director
Telvin Ju China Container Terminal Corporation, Director
David Hsu China Container Terminal Corporation, Director
----- End of picture text -----

  • 33 -