Stock Code: 2605

Sincere Navigation Corporation Shareholders Meeting of 2024

Handbook

June 12, 2024

Handbook Website: https://mops.twse.com.tw https://www.snc.com.tw

---------------------------------------------------------------------------------------------------------- For the convenience of readers and information purpose only, this English-version handbook is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese version, the Chinese version shall prevail.

Meeting Procedures

Agenda of the Annual Shareholders Meeting of Sincere Navigation Corporation in 2024 .............................................................................................................................. 1

Reports

I.	Annual Business and Financial Report of 2023.................................................... 2
II.	Audit Committee’s Review Report ....................................................................... 7
III.	Report on the Distribution of Remuneration to Directors and Employees in
	2023 ...................................................................................................................... 8
IV.	Report on the Distribution of Cash Dividends from Earnings of 2023 ................ 9
V.	Other Reports ...................................................................................................... 10

Proposals

I.	Adoption of the Company’s Annual Business Report and Financial Statement
	of 2023 ................................................................................................................ 11
II.	Adoption of the Company’s Annual Earnings Distribution Table of 2023 ........ 35
Extempore Motions.................................................................................................. 36

Appendix

I.	Rules of Procedure for Shareholders’ Meetings ................................................. 37
II.	Articles of Incorporation of Sincere Navigation Corporation ............................ 40
III.	Impact of Stock Dividend Issuance on Business Performance, EPS, and ROI .. 46
IV.	The Number of Shares Held by Directors Individually and Collectively as
	Recorded in the Shareholder List ........................................................................ 47

Sincere Navigation Corporation Agenda of the 2024 Annual Shareholders Meeting

Time: 09:00 a.m., June 12, 2024 (Wednesday)

Means of Shareholders’ Meeting: Physical

Venue: Howard Plaza Hotel, B2 Level Banquet Hall; No.160, Sec. 3, Ren Ai Road, Taipei City

Agenda

I. Opening of the Meeting (Report Total Shares Represented by Shareholders Present)
II. Chairman’s Address
III. Reports
Annual Business and Financial Report of 2023.
Audit Committee’s Review Report.
Report on the Distribution of Remuneration to Directors and Employees in 2023.
Report on the Distribution of Cash Dividends from Earnings of 2023.
Other Reports.
IV. Proposals
Adoption of the Company’s Annual Business Report and Financial Statement of 2023.
Adoption of the Company’s Annual Earnings Distribution Table of 2023.
V. Extempore Motions
VI. Adjournment of the Meeting

Reports

I. Business and Financial Reports

Sincere Navigation Corporation Business Report

1. Foreword

After three years of turmoil from the COVID-19 pandemic; in 2023, the bulk shipping market saw a rare ray of light as major economies lifted lockdown restrictions. As compared to 2022, the overall market performance improved in 2023, although various geopolitical conflicts and extreme weather events have also varying degrees of global impact.

The Russia-Ukraine war that started on February 24, 2022, transformed from a short-term armed conflict into a long-term standoff, troubling grain exports from Ukraine, also known as the “breadbasket of Europe”. As a major oil producing country, sanctions from EU countries on Russian LNG and oil resulted in an increased demand for coal. The RussiaUkraine war reshaped global supply chain, due to price hikes in commodities such as energy, grains and minerals. This also led to longer sailing periods and distances as commodities were sourced from other regions; reducing vessel supply and raising freight rates. In October 2023, the Operation Al-Aqsa Flood launched by the Palestinian Hamas against Israel, and Israel’s military retaliatory Operation Swords of Iron, brought the historical century Israel-Palestine conflict into global focus again.

The Suez Canal, a vital shipping route between Europe and Asia, was affected, on October 18, 2023 when Yemen’s Houthi rebels attacked ships crossing the Red Sea to show support for Palestine, resulting in the Red Sea crisis. Most shippers chose to sail around the Cape of Good Hope instead of passing through the Bab El-Mandeb Strait and the Red Sea, thus increasing the voyage’s detour time by ten to fourteen days from the Persian Gulf to Europe. The Panama Canal connecting the Pacific and Atlantic Oceans also saw reduced vessel throughput in 2023 due to drought limiting vessel traffic during the dry season.

In 2023, global bulk carrier fleet capacity increased around 3.0%, while global bulk trade rose by 5.0% (Tonne-miles). Although freight rates rebounded briefly in early December

2023, this proved short-lived. Overall, bulk shipping demand remained affected by uncertainties such as the Russia-Ukraine war, commodity price hikes, global inflation and extreme weather weighing on global growth. With global GDP growth declining to 3.5% in 2023 from 6.3% in 2022 and global trade volumes rising by just 3.0%, economic weakness dampened shipping markets although remaining stable.

Originally as the world’s largest bulk commodities importer including raw materials such as iron ore, coal and grains; China’s real estate market deflation has caused an oversupply of unfinished construction and substantial decline in steel demand, affecting iron ore and coal imports. With flat overall demand, bulk freight rates continued to correct along with the fluctuating Baltic Dry Index (BDI). Beyond the pandemic, 2023 bulk shipping markets faced uncertainty from factors such as the Russia-Ukraine war, Israel-Palestine conflict, global inflation and interest rate hikes, as well as climate change weighing on global economic growth.

Tanker markets outperformed the year before as economic re-openings and the RussiaUkraine war’s impact on energy markets boosted demand in 2023. With high newbuild prices and full shipyard orderbooks curbing new ordering, slow tanker fleet growth persists. EU sanctions on Russian oil production constrains supplies, redirecting more seaborne oil trade into longer-haul routes and locking up tonnage; supporting continued demand growth in 2024. However, the duration of the Russia-Ukraine war, changes to Russia sanctions after the war ends, and vessel delays from the Red Sea crisis due to the Israel-Palestine conflict remains uncertain.

As an attempt to reduce greenhouse gas emissions, the International Maritime Organization (IMO) implemented the Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) regulations on January 1, 2023. The IMO also adopted a strengthened GHG strategy during its 80[th] annual meeting between July 3 - 7, 2023, including:

Net-zero GHG emissions for international shipping to be achieved “close to 2050”
Indicative checkpoints of reducing GHG emissions by at least 20% (goal: 30%) by 2030 and by at least 70% (goal: 80%) by 2040, as compared to 2008
Low and zero emission fuels/energy to make up at least 5% (goal: 10%) of international shipping’s energy by 2030
Mid-term measures like technical and market-based measures to be assessed and finalized before their adoption in 2025

The European Commission released its Fit for 55 package on July 14, 2021, with proposals to cut net greenhouse gas emissions by at least 55% by 2030, as compared to 1990 levels.

The shipping industry was included in the EU Emissions Trading System (EU ETS) effective January 1, 2024 as part of this green deal.

In response to new environmental regulations, the company have completed EEXI calculations and evaluations for our fleet with technical supports from major classification societies. In addition to planning regulatory compliance measures like installing energy-savings devices or utilizing eco-friendly hull coatings during scheduled dry dockings and closely inspecting each vessel’s CII rating, we took advantage of depressed secondhand vessel prices in 2023 to replace an aged vessel with a newer secondhand vessel to maintain’ optimal energy efficiency for fleet operations.

Looking ahead to 2024, the market is expected to slowly adjust and recover, having a positive impact on the bulk shipping market. Current newbuilding orders for bulkers remain a historic low, global maritime supply and demand remains imbalanced. After implementation of IMO emissions regulations and the EU ETS carbon trading scheme in 2024, vessels will be required to reduce speed in order to preserve fuel and meet carbon intensity targets, increasing voyage duration. The resulting capacity gap from slower steaming and accelerated scrapping due to emissions regulations will likely be difficult to fill, keeping global bulk supply tight and expected to support improved bulk shipping performance.

2. 2023 Financial Results

The group’s combined fleet comprised of 15 vessels in 2023, including 3 VLCC oil tankers and 12 bulk carriers (1 VLOC, 7 Capesize and 4 Kamsarmax). We employed a combination of medium to long-term time charters, short-term time charters and voyage charters to maximize profitability and maintain stable operations.

Consolidated revenue (including discontinued operations) was NTD 4,268,656 thousand in 2023, a 0.61% increase from 2022. Net profit attributable to parent company shareholders was NTD444,298 thousand, with EPS of NTD 0.76.

3. 2024 Operating Plans

For 2024, we will continue pursuing a prudent, steady and progressive operating strategy, carefully managing our assets and working capital with the following plans and targets:

(1) Maintain service quality and expenses control through technology and systems that optimize vessel operating costs, procurement processes and drydocking budgets while ensuring contractual diligence.

(2) Closely monitor and analyze international shipping market trends to thoughtfully select reputable charterers and flexibly plan strategies for spot, short, medium and long term charters to maximize profits while safeguarding shipowners’ interests.
(3) Maintain informed on marine technology and regulatory developments e.g. energy efficient hull coatings, VLSFO quality monitoring, ballast water treatment systems, and engine efficiency performances.
(4) Continuously track secondhand vessel sales to consider disposal of older tonnage and acquiring younger vessels at opportune times in order to constantly renew and expand our fleet.
(5) Enhance staff capabilities and promote ties between crew members and the company through joint employee training and industry partnerships.

In summary, the shipping market moves in cycles of prosperity, recession and recoveries. Having persevered the industry downturn, we will capitalize on this inflection point, drawing on decades of expertise and resources to drive growth through digitalization, cost optimization and flexible employment, positioning us to benefit from the next market upcycle and maximize shareholder returns – our core strategic focus for this year.

4. Market Variables and Impact

(1) New bulker deliveries are estimated at approximately3.6% of fleet capacity in 2024. Along with accelerated scrapping of ships due to IMO emissions regulations, fleet supply shortage should persist. Following the 2008 financial crisis, widespread scrapping of aged bulkers over a prolonged downturn has left the current average trading fleet age below 20 years. Bulker demolitions rose to 5.5 million dwt in 2023, up from 4.3 million dwt in 2022 and 5.2 million dwt in 2021, supporting market recovery. However, long-term decarbonization trends remain an uncertainty for future coal demand.
(2) The shipping industry currently faces many challenges. In addition to volatile shipping markets, there is also growing obligation to reduce environmental pollution. Current focus is on new energy efficiency regulations, including the IMO’s Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) rules; effective January 1, 2023, and the European Union’s “Fit for 55” green deal, which brings shipping into the EU Emissions Trading System (EU ETS) from 2024 onwards. The introductions of new environmental regulations will have a critical impact on the shipping market in the upcoming years.

5. Future Developments and Strategies

In the past, our company has signed long-term charters with reputable charterers, generating steady and substantial profits over the years. However, due to fluctuations in the shipping industry’s operating models, long-term chartering is no longer viable. In order to minimize exposure to spot market volatility, it will be crucial to carefully plan the combination of period and voyage charters. The bulk market is expected to continue to face many challenges in 2024. As our company keeps up with the external environment of threats and opportunities, currently we have planned a diversified risk strategy operating system across various vessel sizes of bulkers and large oil tankers to reduce the risks. Moving forward, we will continue to leverage a diverse mix of vessel types to avoid overconcentration of market risks, thus pursuing steady development. We will also explore opportunities in other vessel segments. Under the leadership of professional management teams, applying outstanding ship management expertise and embracing new technologies; we are confident in maintaining competitive advantage amidst the shifting shipping markets to seek long-term maximum profits for the company and shareholders.

6. Conclusion

Guided by Integrity, Decisiveness, Diligence, Discretion, Improvements, and Collaboration, Sincere Navigation Corporation remains committed to sustainable shipping and strictly follows international safety and environmental regulations while maintaining strong customer relationships worldwide. Through knowledge and training, we are continuously refining our service quality and corporate culture, earning customers’ trust and maximizing shareholder returns despite unpredictable economy cycles. We remain confident in overcoming shipping challenges ahead.

Sincere Navigation Corporation

Chairman Hsu, Chi-Kao President Hsu, Chi-Kao Accounting Officer Fan, Hsiao-Ting

II. Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 financial statements including consolidated financial statements and individual financial statements which were audited by CPAs and Lin, Yi-Fan and Liao, Fu-Ming of PricewaterhouseCoopers, Taiwan. The statements, Business Report, and earnings distribution proposal were reviewed and determined to be accurate by the Audit Committee. The Review Report is therefore prepared in accordance with the Securities and Exchange Act and the Company Act and filed for your perusal.

Sincerely,

Shareholders Meeting of 2024

Sincere Navigation Corporation

Audit Committee Convener: Lee, Yen-Sung

March 12, 2024

III. Report on the Distribution of Remuneration to Directors and Employees in 2023

The Company’s proposal for the distribution of compensation for Directors and employees for 2023 was approved by the Board on March 12, 2024. In accordance with Article 30 of the Articles of Incorporation, 1.92% of the pre-tax profit was distributed to the Directors and employees respectively. The Directors received NT$9,856,000, while employees (including managers) received compensation of NT$9,856,000.

IV. Report on the Distribution of Cash Dividends from Earnings of 2023

(I) The earnings distribution is adopted by the Board in accordance with Article 240, Paragraph 5 of the Company Act and Article 30 of the Company’s Articles of Incorporation. A total of NT$439,014,973 in cash dividends is distributed and NT$0.75 is distributed for each share.
(II) The cash dividends are calculated pursuant to the distribution ratio and rounded down to the whole dollar amounts; the fractional amounts less than NT$1 shall be aggregated and recorded as other income of the Company.
(III) In the event that the number of shares outstanding is affected by changes in the Company’s share capital, making it necessary to revise the shareholder’s cash dividend rate as a result, the Chairman is authorized to handle such revision at his full discretion.
(IV) The Board of Directors is authorized to set a dividend reference date and issuance date.

V. Other Reports

The acceptance period for shareholders’ proposals was from March 29, 2024 to April 8, 2024. This is to certify that, by the deadline, shareholders had not put forward any proposals.

Proposals

I. Subject: Adoption of the Company’s Annual Business Report and Financial Statements of 2023 (proposed by the Board).

Explanation:

The Company’s Annual Business Report and Financial Statements of 2023 including consolidated financial statements and individual financial statements (including the balance sheets, comprehensive income statements, statements of changes in equity, and cash flow statements) have been audited by CPAs Lin, Yi-Fan and Liao, FuMing of PricewaterhouseCoopers, Taiwan. They have also been reviewed by the Audit Committee which found them to be compliant with regulations and adopted by the Board. They are hereby filed for ratification in accordance with the laws.
Please refer to pages 2-6 and pages 12-34 of the Handbook for the aforementioned Business Report, Auditor’s Report, and Financial Statements.

Resolution:

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II. Subject: Adoption of the Company’s Annual Earnings Distribution Table of 2023 (proposed by the Board).

Explanation:

The Company’s 2023 earnings distribution has been adopted by the Board in accordance with the Company Act and the Articles of Incorporation for review.
The proposed Annual Earnings Distribution Table is as follows:

Resolution:

Sincere Navigation Corporation Annual Earnings Distribution Table of 2023

Unit: NT$

	Unit: NT$	Unit: NT$
Summary	Amount
	Subtotal	Total
Distributable Earnings: Unappropriated Retained Earnings at the beginning of the period Unappropriated Retained Earnings prior to 1997 Unappropriated Retained Earnings after 1998 Plus: Net profit after tax this year Minus: Retained earnings adjustment this year Minus: Legal reserve Minus: Special reserve Total distributable earnings Distribution: Cash dividends of NT$0.75 per share Retained earnings after distribution:	359,266,989 5,799,928,059	6,159,195,048 444,297,038 ( 6,705,356) ( 43,759,168) ( 6,334,884)

		6,546,692,678 ( 439,014,973) 6,107,677,705

Chairman: Hsu, Chi-Kao

President: Hsu, Chi-Kao

Accounting Officer: Fan, Hsiao-Ting

Extempore Motions

Adjournment of the meeting

[Appendix I]

Rules of Procedure for Shareholders Meeting

August 24, 2021 Amended by the Shareholders Meeting

I. The Shareholders Meeting of the Company must be proceeded in accordance with the Rules of Procedure for Shareholders Meeting, unless otherwise provided in laws or regulations.
II. The Company shall provide an attendance log to record attendance of shareholders in attendance; alternatively, attendance cards may be presented to signify their presence at the meeting. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
III. The attendance and voting of the Shareholders Meeting are based on the shares represented.
IV. The venue where the Shareholders Meeting is convened must be at the place where the Company is located or another location which is convenient for the shareholders and suitable for a Shareholders Meeting. The meeting must start no earlier than 09:00 hours and no later than 15:00 hours.
V. If a Shareholders Meeting is convened by the Board, the Chairman chairs the Shareholders Meeting. If the Chairman is on leave or unable to exercise his/her powers, the Deputy Chairman replaces him/her. Alternatively, if the Deputy is on leave or unable to exercise his/her powers, a person designated by the Chairman replaces him/her. If the Chairman has not designated a person to replace himself/herself, the Directors will designate a replacement from their midst. If a Shareholders Meeting is convened by a qualified convener other than the Board, the Shareholders Meeting is chaired by the person convening the Shareholders Meeting.
VI. The Company may designate lawyers, accountants, or related personnel to attend the Shareholders Meeting. The staff organizing the Shareholders Meeting must wear an identifying card or armband.

VII. The Company must make sound or audio recordings of the entire proceedings of the Shareholders Meeting and keep it for at least one year.
VIII. To commence the meeting, the Chairman announces the meeting opened, and the same time announced the relevant information such as the number of non-voting rights and the number of shares present. However, if the shareholders present represent less than half of the shares (the quorum), the Chairman may announce a postponement of the meeting. The meeting may be postponed no more than twice, each postponement no more than one hour. If after the second postponement, the number of shares represented at the meeting still falls short of the quorum but amounts to more than one-third of the shares, a tentative resolution may be passed pursuant to Article 175 of the Company Act. If before adjournment of the meeting, the number of shares represented reaches the quorum after all, the Chairman may propose a tentative resolution to reconvene the meeting at a later date to be voted on by the shareholders present in accordance with Article 174 of the Company Act.
IX. If the Shareholders Meeting is convened by the Board, its Agenda is determined by the Board. The meeting must be conducted in accordance with the scheduled Agenda, which cannot be changed without a resolution of the Shareholders Meeting. If the Shareholders Meeting is convened by a qualified convener other than the Board, the provisions of the preceding paragraph apply. The Chairman cannot adjourn the meeting until the entire Agenda referred to in the preceding two paragraphs (including extempore motions) has been dealt with completely. After the adjournment of the meeting, the shareholders cannot elect a new meeting chairman or continue the meeting at the original venue or elsewhere. However, if the Chairman has declared adjournment in violation of the Rules, a majority of the shareholders present may elect a new chairman for the meeting and continue the meeting.
X. To speak in the meeting, shareholders must complete speaking request form stating their key point, shareholder name, and shareholder number, and the meeting chairman will determine the speaking order.

Shareholders present that have completed a speaking request form but have not spoken are deemed to have not spoken. If the content of the shareholder’s remarks is different from the speaking request form, the content of the remarks prevails. When shareholder is speaking, other shareholders must not interfere with the speech except with the consent of the meeting chairman and the speaking shareholder. The meeting chairman must stop violators.

XI. Each shareholder cannot not speak more than twice and for no more than five minutes per agenda item, unless the meeting chairman gives consent.

If a shareholder speaks in violation of the preceding paragraph or strays from the scope of the agenda item, the meeting chairman may order or prevent him/her from speaking.

XII. A legal person may only dispatch one representative to the Shareholders Meeting.

When a shareholding legal person dispatches two or more representatives to attend the Shareholders Meeting, the same motion may only be proposed by one person.

XIII. After a shareholder has spoken, the meeting chairman must reply in person or designate a relevant person to reply.
XIV. When during the discussion of a motion, the meeting chairman deems the motion is ready to be put to a vote, he/she may order the discussion to be ceased and proceed to voting.
XV. The meeting chairman designates personnel to observe the voting process and to count the votes. The voting observer must be a shareholder. The voting results must be announced on the spot and recorded in the minutes.
XVI. During the meeting, the meeting chairman may announce a break at his/her discretion.
XVII. Motions are voted on and are considered adopted when a majority shareholders present vote in favor, unless the Company Act or the Company’s Articles of Incorporation provide otherwise.
XVIII. When there is an amendment or an alternative to the same motion, the meeting chairman places them together with the original motion on the voting list and determines their voting sequence. As soon as one of the motions has been adopted, the other motions are deemed to have been rejected and no further votes will be required.
XIX. The meeting chairman may direct the proctors (or security staff) to help maintain the order of the venue. While maintaining order in the meeting, all proctors or security staff must wear arm bands with the word “Proctor”.
XX. These Rules take effect after adoption by the Shareholders Meeting. The same applies to amendments.

[Appendix II]

Articles of Incorporation of Sincere Navigation Corporation

Chapter 1 General Principles

Article 1. The Company is organized in accordance with the provisions of the Company Act. The Company’s Chinese name is “ 新興航運股份有限公司 ” and its English name is “Sincere Navigation Corporation”.
Article 2. The Company’s business scope:
I. Deleted.
II. G406041 Harbor barging.
III. G401011 Shipping agency services.
IV. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. The Company locate its head office in Taipei City. If necessary, the Board of Directors (“Board”) may resolve to establish branch offices or other branch organizations at home or abroad, and may also resolve to terminate or relocate those entities.
Article 4. The Company’s reinvestments external investment in other businesses is not subject to the 40% restriction on the transfer of investment in Article 13 of the Company Act, and must be handled after the resolution of the Board.

Chapter 2 Shares

Article 5. The Company’s total capital is NT$7 billion, divided into 700 million shares of NT$10 each, which may be issued in separate installments.
Article 6. The shares issued by the Company are registered and numbered, and the Director represents the Company must affix his/her signature or seal on them. The shares are issued after registration and approval by the competent authority or an institution authorized by it to register and approve share issuances. The shares need not be printed, as long as they are registered with the Taiwan Depository and Clearing Corporation.
Article 7. The Company’s share-related matters are governed by the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies, unless other laws and decrees or regulations of the competent authority take precedence.

Article 8. (Deleted).

Article 9. (Deleted).
Article 10. Shares cannot be transferred from sixty (60) days before a General Shareholders Meeting, thirty (30) days before an Extraordinary Shareholders Meeting, or five (5) days before the day when the Company determine the distribution of dividends, bonuses, and other benefits.

Article 10-1. (Deleted).

Chapter 3 Shareholders Meeting

Article 11. The Shareholders Meetings of the Company is divided into the following two types:
I. General Shareholders Meetings are convened once a year within six months after the end of the fiscal year, and the shareholders are notified thirty (30) days beforehand.
II. Extraordinary Shareholders Meetings are convened as necessary, and the shareholders are notified fifteen (15) days in advance.

The Shareholders Meeting must be convened by the Board, unless the Company Act provides otherwise.

The Company allows voting by electronic methods, as long as the methods comply with the regulations set by the competent authority.

Article 11-1. The shareholders’ meeting can be held by means of visual communication or other methods promulgated by the Ministry of Economic Affairs.
Article 12. When a shareholder is unable to attend a Shareholders Meeting for any reason, he/she may issue a power of attorney bearing the company seal and stating the scope of the proxy’s authority. However, the voting rights of a person authorized by more than two shareholders at the same time must not exceed three percent (3%) of the total voting rights of issued shares. Voting rights in excess of this limit are not counted.

Shareholders’ attendance by proxy is regulated by the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority in charge of the securities industry, unless the Company Act provides otherwise.

Article 13. When a Shareholders Meeting is held, the Chairman of the Board will chair the meeting. If the Chairman is on leave or unable to exercise his/her powers, the Deputy Chairman replaces him/her. Alternatively, if the Deputy is on leave or unable to exercise his/her powers, a person designated by the Chairman replaces him/her. If the Chairman has not designated a person to replace himself/herself, the Directors will designate a replacement from their midst.
Article 14. Each shareholder of the Company has one vote per share. Shares with restricted voting rights or without voting rights do not fall under this restriction pursuant to the Company Act.

Article 15. Resolutions of the Shareholders Meeting are passed when a majority of shares issued are represented at the meeting and a majority of shares at the meeting vote in favor. For each Shareholders Meeting, minutes must be drawn up that include the year, month, day, venue of the meeting, agenda items discussed and their results, the meeting chairman’s name, and the decision-making methods used. The meeting chairman must affix his/her signature or seal to the minutes, which must be sent to all shareholders within twenty (20) days from the meeting.

The distribution of the minutes referred to in the previous paragraph must be handled in accordance with the Company Act.

Meeting minutes must be kept for as long as the Company exists. The sign-in sheets and the powers of attorney must be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Act, they must be kept until the end of the lawsuit.

Chapter 4 Directors and Supervisors

Article 16. The Company has seven to nine (7-9) Directors. Among the Directors there must be no fewer than two Independent Directors, who must make up no fewer than one-fifth of the Board.

The Directors are elected by the shareholders from among able persons. Their term of office is three (3) years. They may be re-elected. The Shareholders Meeting elects and appoints the Directors from a list of nominated candidates. This process follows the requirements of the Company Act and regulations from the competent authority of the securities industry.

The total number of shares held by the Directors referred to in the preceding paragraph is determined in accordance with the standards stipulated in the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority in charge of the securities industry.

Article 17. Under the Board, there are functional committees, whose qualifications, powers, and remunerations are decided by the Board.

In accordance with the provisions of Article 14-4 of the Securities and Exchange Act, the Company has an Audit Committee responsible for the implementation of the Company Act, Securities and Exchange Act, and other relevant laws and regulations concerning the supervisors’ powers. The Audit Committee consists of all Independent Directors and at least three (3) members in total.

Article 18. The Board consists of the Directors. The Chairman and Vice Chairman shall be elected by a majority voting of the Directors present at a meeting of its Board of Directors attended by two thirds or more of the Directors. The Chairman shall execute all matters of the Company in accordance with laws, regulations, the Articles of Incorporation, and resolutions of the Shareholders Meeting and the Board of Directors.
Article 19. The Board is convened by the Chairman of the Board. If the Chairman of the Board is unable to exercise his functions and powers, he is represented by the

Deputy Chairman. Alternatively, if the Deputy Chairman is unable to exercise his functions and powers, the Chairman designates a Director to represent him. In the absence of such designations, the Directors designate one person from their midst to represent the Chairman.

In the event of a video conference, Directors attending the meeting by video are deemed to be attending in person.

Board meetings must be convened once every quarter. The meeting notice must state the agenda items. The Directors must be notified seven (7) days in advance, but in case of emergency, a Board Meeting may be convened on a short notice.

The Board Meeting notices in the preceding paragraph may be sent in writing, by fax, or e-mail.

Article 20. The Board decides by resolutions on the Company’s operating direction; construction, sale, and purchase of its operating vessels; transportation and lease contracts for more than three (3) years for its vessels; investment in other enterprises; capital loans made to others; guarantees made to others; authorizations to others; and other important matters.
Article 21. Board resolutions are adopted by consent from the majority of Directors present at a meeting attended by more than half of the Directors, unless the Company Act provides otherwise.

A Director unable to attend may issue with a power of attorney to authorize another Director that will be attending, stating the proxy’s scope of authorization. Each Director may only serve as proxy to one (1) other Director.

The deliberations of the Board must be recorded in meeting minutes, to which the meeting chairman must affix his/her signature or seal. The minutes must be sent out within twenty (20) days after the meeting, be archived as important files of the Company, and kept in safe custody for as long as the Company exists. The deliberations must be recorded in meeting minutes in accordance with the Company Act and the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.

The production and distribution of the meeting minutes can be completed by e- mail.

Article 22. The Board of Directors is authorized to determine the remuneration of the Directors based on their participation in the Company’s affairs and the value of their contributions in accordance with industry standards.
Article 23. The Company may take out liability insurance for its Directors.
Article 24. (Deleted).
Article 25. (Deleted).

Chapter 5 The President and Vice Presidents Articles

Article 26. The Company has one President and several Vice Presidents required depending on the actual operation. The President is appointed and removed by the Board.

The Vice Presidents are appointed and removed by the Board after being nominated by the President.

Article 27. The President shall supervise the managers reporting to him/her and manage the Company’s matters; the Vice Presidents shall assist the President.

Chapter 6 Accounting

Article 28. The Company’s fiscal year runs from January 1 to December 31, and the final accounts must be prepared by the end of the year.
Article 29. At the end of each fiscal year of the Company, the Board must prepare the following statements and submit those to the Audit Committee for review and approval, after which these statements must be submitted to the Annual Shareholders Meeting for discussion and adoption:
I. Business report.
II. Financial statements.
III. Proposal for profit distribution or loss appropriation.
Article 30. After a decision agreed on by a majority of the Directors present at the Board Meeting representing at least two-thirds of the Company’s Directors, no less than 1% but no more than 5% of the Company’s annual pre-tax benefits (the profits before deduction of remunerations of employees and Directors) must be distributed to the Company’s employees, and this must be reported to the Shareholders Meeting. However, if the Company still has accumulated losses, an amount must be retained first to make up for those losses.

If the Company’s final accounts result in a surplus, in addition to paying taxes and making up for losses from previous years, 10% of the balance must be retained as a statutory surplus reserve, unless the statutory surplus reserve has already reached the total paid-in capital of the Company. After the surplus reserve has reached the statutory level or there is a special revolving surplus from previous years that was not distributed, the Board must draw up a distribution proposal and submit it to the Shareholders Meeting for discussion and resolution on distribution.

The Board of Directors shall distribute all or part of the dividends, bonuses, statutory surplus reserve, and capital reserve in cash after a resolution by a majority in a meeting attended by two thirds of the Directors. Such resolution shall be submitted to the Shareholders Meeting and the requirement for a resolution in a Shareholders Meeting in the preceding paragraph shall not apply.

Article 30-1. The Company’s dividend policy takes reference from the Company’s Articles of Incorporation, the Company’s earnings status, future capital needs, and the principle of stability, to further the Company’s lasting development. A surplus may be set aside as reserve or be distributed as share dividends, cash dividends, or share-and-cash dividends. When a surplus is distributed as share-and-cash dividend, the cash dividends must not be less than thirty percent (30%), so as to promote the sustainability and development of the Company.

Chapter 7 Supplemental Provisions

Article 31. Matters not covered in these Articles of Incorporation shall be processed in accordance with the Company Act and relevant laws and regulations.
Article 32. The Company’s organizational regulations and rules of procedure shall be set by resolutions of meetings of the Board of Directors.
Article 33. These Articles of Incorporation were adopted on October 24, 1967, (omitted). The 34th amendment was adopted on June 29, 2016. The 35th amendment was adopted on June 28, 2019. The 36th amendment was adopted on June 10, 2022.

Sincere Navigation Corporation

Chairman Hsu, Chi-Kao

[Appendix III]

Impact of Stock Dividend Distribution on Company’s Business Performance, EPS, and ROI

Year Item	Year Item	Year Item	2024 (Estimate)
Beginning paid-in capital			NT$5,853,533 thousand
Dividends distribution of the current year	Cash dividend per share		NT$0.75
	Dividend per share with capital increase by retained earnings		-
	Dividend per share with capital increase by capital surplus		-
Changes in operating performance	Operating profit		Note
	Operating profit increase (decrease) ratio over the same period last year		Note
	Net income after tax		Note
	Ratio of increase (decrease) in net income after tax over the same period last year		Note
	Earnings per share (before retrospectively adjusted)		Note
	Earnings per share increase (decrease) ratio over the same period last year		Note
	Annual average return on investment (reciprocal of the annual average P/E ratio)		Note
Pro forma earnings per share and P/E ratio	If capital increase by retained earnings are redistributed as cash dividend	Pro forma earnings per share	Note
		Pro forma annual average return on investment	Note
	If capital increase by capital surplus is not processed	Pro forma earnings per share	Note
		Pro forma annual average return on investment	Note
	If capital surplus is not processed and capital increase by retained earnings are redistributed as cash dividend	Pro forma earnings per share	Note
		Pro forma annual average return on investment	Note

Note: Not applicable as the company does not publicize financial forecasting.

Chairman: Hsu, Chi-Kao

President: Hsu, Chi-Kao

Accounting Officer: Fan, Hsiao-Ting

[Appendix IV]

Sincere Navigation Corporation

List of Directors:	List of Directors:	List of Directors:	Reporting Date: April 14, 2024	Reporting Date: April 14, 2024	Reporting Date: April 14, 2024	Reporting Date: April 14, 2024	Reporting Date: April 14, 2024	Reporting Date: April 14, 2024	Reporting Date: April 14, 2024
Position	Name	Date of Election	Number of Shares Held at the Time of Election			Current Number of Shares			Remarks
			Type	Number of Shares	Percentage of Shares Issued at the Time	Type	Number of Shares	Percentage of Shares Issued at the Time
Chairman	HSU,CHI-KAO	2022.06.10	Common shares	515,000	0.09%	Common shares	515,000	0.09%
Director	CTBC BANK CO., LTD IN CUSTODY FOR SOLAR SHIPPING AGENCY LTD	2022.06.10	Common shares	18,363,398	3.14%	Common shares	18,363,398	3.14%
Director	CTBC BANK CO., LTD IN CUSTODY FOR ORIENT DYNASTY LTD	2022.06.10	Common shares	9,539,761	1.63%	Common shares	9,539,761	1.63%
Independent Director	LEE,YEN-SUNG	2022.06.10	Common shares	-	0.00%	Common shares	-	0.00%
Independent Director	CHENG,FU-KUO	2022.06.10	Common shares	-	0.00%	Common shares	-	0.00%
Independent Director	TSENG,KUO-CHENG	2022.06.10	Common shares	-	0.00%	Common shares	-	0.00%
Independent Director	KOO,TSE-HAU	2022.06.10	Common shares	-	0.00%	Common shares	-	0.00%
Total			Common shares	28,418,159		Common shares	28,418,159
Total shares issued as of June 10, 2022: Total shares issued as of April 14, 2024:			585,353,297 shares 585,353,297 shares

Remarks:

Shares held by the Directors of the Company in accordance with the law: 18,731,305 shares. As of April 14, 2024, all Directors held: 28,418,159 shares The company has Audit Committee, so shares held by the Supervisors of the Company in accordance with the law is not applied.

*Shares held by the Independent Directors are not included in the number of shares held by Directors.

AI assistant

SNC — AGM Information 2024

52159_rns_2024-06-17_fde76e9c-4b30-400e-9e6d-ff6715389d29.pdf

Sincere Navigation Corporation Shareholders Meeting of 2024

Handbook

Contents

Meeting Procedures

Reports

Proposals

Appendix

Sincere Navigation Corporation Agenda of the 2024 Annual Shareholders Meeting

Agenda

Reports

I. Business and Financial Reports

Sincere Navigation Corporation Business Report

1. Foreword

2. 2023 Financial Results

3. 2024 Operating Plans

4. Market Variables and Impact

5. Future Developments and Strategies

6. Conclusion

Sincere Navigation Corporation

II. Audit Committee’s Review Report

Audit Committee’s Review Report

III. Report on the Distribution of Remuneration to Directors and Employees in 2023

IV. Report on the Distribution of Cash Dividends from Earnings of 2023

V. Other Reports

Proposals

Explanation:

Resolution:

Explanation:

Resolution:

Sincere Navigation Corporation Annual Earnings Distribution Table of 2023

Extempore Motions

Adjournment of the meeting

[Appendix I]

Rules of Procedure for Shareholders Meeting

[Appendix II]

Articles of Incorporation of Sincere Navigation Corporation

Chapter 1 General Principles

Chapter 2 Shares

Chapter 3 Shareholders Meeting

Chapter 4 Directors and Supervisors

Chapter 5 The President and Vice Presidents Articles

Chapter 6 Accounting

Chapter 7 Supplemental Provisions

Impact of Stock Dividend Distribution on Company’s Business Performance, EPS, and ROI

[Appendix IV]

Sincere Navigation Corporation

Remarks:

More from SNC

SNC AGM Information 2024