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SNC Audit Report / Information 2022

Nov 8, 2022

52159_rns_2022-11-08_ff14f7ef-0117-4f50-8c71-123c0707d4d4.pdf

Audit Report / Information

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SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY FINANCIAL

STATEMENTS AND INDEPENDENT AUDITORS’

REPORT DECEMBER 31, 2022 AND 2021


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Sincere Navigation Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Sincere Navigation Corporation (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, 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 Auditing and Attestation of Financial Statements by 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 parent company only financial statements section of our report. We are independent of the Company in accordance with 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

~2~

資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan 110208 臺北市信義區基隆路一段 333 號 27 樓 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan T: +886 (2) 2729 6666, F:+ 886 (2) 2729 6686, www.pwc.tw

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Key audit matters for the Company’s 2022 parent company only financial statements are as follows:

Reasonableness of investments accounted for using equity method — subsidiaries’ V/C (voyage charterer) revenue recognition timing

Description

As of December 31, 2022, the Company’s subsidiaries recorded as investments accounted for using equity method amounted to NT$18,359,928 thousand, constituting 96% of the Company’s total assets, while the share of profit of the investments constituted 210% of the Company’s profit before tax for the year then ended. Given that the investments significantly affect the Company’s financial performance, we considered the cut-off of V/C revenue recognition as a key audit matter.

For accounting policy on revenue recognition and related details of revenue, refer to Notes 4(22) and 6(14) in the financial statements.

Subsidiaries’ V/C revenue is recognised as revenue based on the percentage of completion of service rendered. Many factors are involved in the progress of revenue recognition, such as the length of the negotiated period of contracts, conditions of vessels and equipment, the changes of port of discharge and loading and so on.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding of the procedures of management in recognising V/C revenue, and confirmed the evidence of revenue recognition and the appropriateness of approval procedures.

  2. Checked the contracts for V/C around the period of the balance sheet date, and based on our understanding of the client’s operating conditions, assessed the reasonableness of voyage planning developed by management.

  3. Obtained the location information reported by the crew of each vessel on the balance sheet date, and compared it with management’s voyage planning to verify whether revenue has been recognised properly in accordance with the completion of voyage.

  4. Obtained the related settlement vouchers in subsequent period to evaluate the reasonableness of revenue recognition.

~3~

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Impairment of vessels and equipment

Description

For accounting policy, accounting estimates and assumptions applied on impairment of property, plant and equipment and related impairment explanation, refer to Notes 4(12) and 5(2) of parent company only financial statements and Notes 4(14), 5(2) and 6(5) of consolidated financial statements.

The Group engages in bulk shipping service. Vessels are the Company’s significant operating assets. Bulk shipping service is closely related with the demand for bulk commodities, and is significantly affected by global economy. Therefore, the impairment of vessels is the Company’s material risk. The valuation of impairment is evaluated by the management by comparing the book value to the recoverable amount based on the analysis of industry dynamics and the Company’s operating plan. As at December 31, 2022, the Group’s vessel equipment amounted to NT$14,462,784 thousand, constituting 67% of total assets.

The main assumptions adopted in measuring the recoverable amount are subject to management’s judgement, which include the estimation of residual value, useful life, future freight rate and the rate used to discount projected future cash flows. The results of accounting estimates have a significant effect on evaluating the recoverable amount. Therefore, we considered the impairment of vessels and equipment as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained the information that management used to assess whether there was an indication that the assets were impaired. Inspected the accuracy of the information which was obtained from internal and external sources, and assessed the reasonableness of the assessment result.

  2. Obtained the valuation information used by management in determining the recoverable amount. Discussed the operating plan with management about the income and expenses that may occur in the future and reviewed performance conditions of previous operating plan to assess management’s performance intention and ability. Obtained subsequent information within a certain period and compared with the original plan.

  3. Compared the discount rate used in the valuation model with the rate of return on assets of similar assets in the market, and checked the assumptions used in calculating the weighted average cost of capital (WACC) with actual proportion of equity capital, industrial risk coefficient and market risk

~4~

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premium.

  1. Checked the parameters and the formula used in the valuation model.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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 parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 parent company only 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 parent company only 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

~5~

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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 parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only 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 group 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.

~6~

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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.

Lin, Yi-Fan For and on Behalf of PricewaterhouseCoopers, Taiwan March 9, 2023

[Liao, Fu-Ming ]

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(11)
6(4) and 7
7
7
6(2)
6(3)(5) and 8
6(18)
6(4), 7 and 8
December 31, 2022
AMOUNT
%
$
123,883
1
-
-
10,212
-
29,969
-
425
-
2,152
-
1,238
-
1,349
-
169,228
1
18,359,928
96
102,484
-
-
-
146
-
7,840
-
512,530
3
18,982,928
99
$
19,152,156
100
December 31, 2021 December 31, 2021
AMOUNT
$
123,883
-
10,212
29,969
425
2,152
1,238
1,349
169,228
18,359,928
102,484
-
146
7,840
512,530
18,982,928
$
19,152,156
AMOUNT
$
217,931
133,402
63,021
-
25,201
3,675
-
16,869
460,099
16,224,007
659,873
508
249
5,028
6,922
16,896,587
$
17,356,686
%
Current assets
1100
Cash and cash equivalents
1140
Current contract assets
1170
Accounts receivable, net
1199
Finance lease receivable due from
related parties, net
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
1410
Prepayments
11XX
Total current assets
Non-current assets
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
1
1
1
-
-
-
-
-
3
93
4
-
-
-
-
97
100

(Continued)

~8~

SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(6) and 8
$
1,595,000
8
$
850,000
5
6(11)
-
-
49,455
-
19,600
-
29,863
-
7
10,622
-
190,070
1
-
-
92,040
1
-
-
470
-
1,625,222
8
1,211,898
7
6(18)
-
-
35,658
-
7
1,689,050
9
1,660,800
10
6(7)
12,413
-
23,598
-
1,701,463
9
1,720,056
10
3,326,685
17
2,931,954
17
6(8)
5,853,533
31
5,853,533
34
6(9)
243,785
1
243,203
1
6(10)
3,256,327
17
3,185,897
18
2,684,372
14
2,216,073
13
4,685,867
25
5,610,398
32
(
898,413) (
5) (
2,684,372) (
15 )
15,825,471
83
14,424,732
83
9
11
$
19,152,156
100
$
17,356,686
100
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2280
Current lease liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2620
Long-term notes and accounts
payable - related parties
2640
Net defined benefit liability, non-
current
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contractual commitments
Significant events after balance sheet
date
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~9~

SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(11) and 7
$
127,635
100
$
261,512
100
6(16)(17) and 7(
44,614) (
35) (
123,731) (
47)
83,021
65
137,781
53
6(16)(17)
(
96,005) (
75) (
94,611) (
37)
-
- (
477)
-
(
96,005) (
75) (
95,088) (
37)
(
12,984) (
10)
42,693
16
6(12)
1,768
1
108
-
6(13) and 7
10,262
8
5,453
2
6(14)
(
171,480) (
134)
25,868
10
6(15)
(
15,785) (
12) (
10,167) (
4)
6(2)
346,964
272
651,788
250
171,729
135
673,050
258
158,745
125
715,743
274
6(18)
38,413
30 (
11,554) (
5)
$
197,158
155
$
704,189
269
6(7)
$
2,991
2
$
136
-
6(18)
(
598)
- (
27)
-
1,785,959
1399 (
468,299) (
179)
$
1,985,510
1556
$
235,999
90
6(19)
$
0.34
$
1.20
6(19)
$
0.34
$
1.20
4000
Operating revenue
5000
Operating costs
5900
Net operating profit
Operating expenses
6200
General and administrative
expenses
6450
Impairment loss determined in
accordance with IFRS 9
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and
joint ventures accounted for
using equity method, net
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax benefit (expense)
8200
Profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Actuarial gain on defined benefit
plan
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8500
Total comprehensive income for
the year
Earnings per share
9750
Basic earnings per share (in
dollars)
9850
Diluted earnings per share (in
dollars)

The accompanying notes are an integral part of these parent company only financial statements.

~10~

SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year ended December 31, 2021
Balance at January 1, 2021
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations of 2020 earnings:
Legal reserve
Special reserve
Cash dividends
Overdue unclaimed cash dividends
Balance at December 31, 2021
For the year ended December 31, 2022
Balance at January 1, 2022
Profit for the year
Other comprehensive income
Total comprehensive income
Appropriations of 2021 earnings:
Legal reserve
Special reserve
Cash dividends
Overdue unclaimed cash dividends
Balance at December 31, 2022
Notes Share capital -
common stock
Capital Reserves Retained Earnings Financial
statements
translation
differences of
foreign operations
Total equity
Treasury stock
transactions
Difference
between
consideration and
carrying amount
of subsidiaries
acquired
Capital surplus,
others
Legal reserve Special reserve Unappropriated
retained earnings
6(10)
6(10)



$ 5,853,533
-
-
-
-
-
-
-
$ 5,853,533
$ 5,853,533
-
-
-
-
-
-
-
$ 5,853,533
$
39,243
-
-
-
-
-
-
-
$
39,243
$
39,243
-
-
-
-
-
-
-
$
39,243



$
199,339
-
-
-
-
-
-
-
$
199,339
$
199,339
-
-
-
-
-
-
-
$
199,339



$
4,029
-
-
-
-
-
-
592
$
4,621
$
4,621
-
-
-
-
-
-
582
$
5,203
$ 3,171,779
-
-
-
14,118
-
-
-
$ 3,185,897
$ 3,185,897
-
-
-
70,430
-
-
-
$ 3,256,327
$ 1,349,931
-
-
-
-
866,142
-
-
$ 2,216,073
$ 2,216,073
-
-
-
-
468,299
-
-
$ 2,684,372
$ 6,079,037
704,189
109
704,298
(
14,118 )
(
866,142 )
(
292,677 )
-
$ 5,610,398
$ 5,610,398
197,158
2,393
199,551
(
70,430 )
(
468,299 )
(
585,353 )
-
$ 4,685,867
($ 2,216,073 )
-
(
468,299 )
(
468,299 )
-
-
-
-
($ 2,684,372 )
($ 2,684,372 )
-
1,785,959
1,785,959
-
-
-
-
($
898,413 )
$ 14,480,818
704,189
(
468,190 )
235,999
-
-
(
292,677 )
592
$ 14,424,732
$ 14,424,732
197,158
1,788,352
1,985,510
-
-
(
585,353 )
582
$ 15,825,471

The accompanying notes are an integral part of these parent company only financial statements.

~11~

SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortisation

Impairment loss determined in accordance with IFRS 9

Interest income

Interest income of finance lease

Interest expense

Investment income accounted for using the equity method

Impairment loss recognised in profit or loss, property, plant
and equipment

Gain on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Current contract assets
Accounts receivable
Other receivables
Other receivables - related partiy
Prepayments
Changes in operating liabilities
Current contract liabilities
Other payables
Other payables - related party
Accrued pension liabilities
Cash (outflow) inflow generated from operations
Interest received
Income tax paid
Refund of income tax
Dividends received

Net cash flows (used in) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in investments

Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans

Finance lease received
Interest paid
Repayment of principal of lease liabilities
Cash dividends paid

Overdue unclaimed cash dividends
(Decrease) increase in loan from related party
Net cash flows used in financing activities
Effect of changes in foreign exchange rate
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For theyears ended December 31,
Notes
2022
2021
$
158,745 $
715,743
6(16)
34,486
58,424
6(16)
103
59
12(2)
-
477
6(12)
(
968 ) (
108 )
6(4)(12)
(
800 )
-
6(15)
15,785
10,153
6(2)
(
346,964 ) (
651,788 )
6(3)(14)
-
24,782
6(14)
- (
6,997 )
133,402 (
107,331 )
52,809 (
62,295 )
25,111 (
12,170 )
1,523 (
899 )
15,520 (
13,491 )
(
49,455 )
48,378
(
11,018 )
2,801
(
179,448 )
162,617
(
8,194 ) (
9,119 )
(
159,363 )
159,236
633
108
(
93,933 ) (
827 )
-
106
7
-
445,200
(
252,663 )
603,823
6(3)
(
17,856 ) (
578,990 )
-
327,722
- (
206 )
6(2)
(
2,998 )
-
(
20,854 ) (
251,474 )
6(20)
745,000
10,000
3,336
-
(
15,030 ) (
10,313 )
(
473 ) (
362 )
6(10)
(
585,353 ) (
292,677 )
582
592
(
168,650 )
138,400
(
20,588 ) (
154,360 )
200,057 (
44,001 )
(
94,048 )
153,988
217,931
63,943
$
123,883 $
217,931

The accompanying notes are an integral part of these parent company only financial statements.

~12~

SINCERE NAVIGATION CORPORATION

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

Sincere Navigation Corporation (the “Company”) was incorporated in 1968 with an original capital of $1,000. On December 31, 1988, the Company was the surviving company in the merger with Karson and Tai Hsing Navigation Corporation to meet operating demands and further improve capital structure. The Company’s shares have been listed on the Taiwan Stock Exchange since December 1989. The Company is engaged in tug and barge services, and operating a shipping agency.

2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These parent company only financial statements were authorised for issuance by the Board of Directors on March 9, 2023.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:

New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IAS 16, ‘Property, plant and equipment:
proceeds before intended use’
Amendments to IAS 37, ‘Onerous contracts—
cost of fulfilling a contract’
Annual improvements to IFRS Standards 2018–2020
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

~13~

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:

New Standards,Interpretations andAmendments
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 8, ‘Definition of accounting estimates’
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities
arising from a single transaction’
Effective date by
International Accounting
StandardsBoard
January 1, 2023
January 1, 2023
January 1, 2023

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, 'Insurance contracts'
Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 –
comparative information'
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’
To be determined by
International
Accounting Standards
January 1, 2024
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

~14~

(1) Compliance statement

These parent company only financial statements of the Company have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

(2) Basis of preparation

  • A. Except for the following items, the parent company only financial statements have been prepared under the historical cost convention:

Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

(3) Foreign currency translation

Items included in the parent company only financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Company’s presentation currency.

Foreign currency transactions and balances

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

~15~
  • D. All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.

(4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Accounts receivable

  • A. Accounts receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(6) Impairment of financial assets

Financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

~16~

(7) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(8) Leasing arrangements (lessor) lease receivables

Based on the terms of a lease contract, a lease is classified as a finance lease if the lessee assumes substantially all the risks and rewards incidental to ownership of the leased asset.

  • A. At commencement of the lease term, the lessor should record a finance lease in the balance sheet as ‘lease receivables’ at an amount equal to the gross investment in the lease (including initial direct costs). The difference between gross lease receivable and the present value of the receivable is recognised as ‘unearned finance income of finance lease’.

  • B. The lessor should allocate finance income over the lease term based on a systematic and rational basis reflecting a constant periodic rate of return on the lessor’s net investment in the finance lease.

  • C. Lease payments (excluding costs for services) during the lease term are applied against the gross investment in the lease to reduce both the principal and the unearned finance income.

(9) Investments accounted for using equity method / subsidiaries

  • A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Inter-company transactions, balances and unrealised gains or losses on transactions between the Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.

  • D. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • E. Pursuant to the Rules Governing the Preparation of Financial Statements by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only

~17~

financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.

(10) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 42 years Vessels and equipment 2.5 ~ 20 years Office equipment 3 ~ 7 years

  • (11) Leasing arrangements (lessee) - right-of-use assets / lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments.

    • The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
~18~
  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability; and

  • (b) Any lease payments made at or before the commencement date.

    • The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.

(12) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(13) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(14) Accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(15) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

~19~

(16) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

B. Pensions

  • (a) Defined contribution plan

For defined contribution plan, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plan

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

    • ii. Remeasurements arising on defined benefit plan are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

(17) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
~20~
  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

(18) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(19) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Board of Directors.

(20) Revenue recognition

A. Revenue recognition of services

Revenue from providing services is recognised in the accounting period in which the services are rendered. For contracts, revenue is recognised based on the percentage of completion of service rendered. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

~21~

B. Leases of vessels service revenue

The Company provides leases of vessels service. Rental revenue is recognised when the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the Company. As customers can obtain and have rights of performance benefits at the same time, and thus the relevant revenue is recognised when the service is provided.

  • C. Incremental costs of obtaining a contract

Given that the contractual period lasts less than one year, the Group recognises the incremental costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF

ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Critical judgements in applying the Company’s accounting policies

None.

(2) Critical accounting estimates and assumptions

Impairment assessment of tangible assets

The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Company strategy might cause material impairment on assets in the future.

~22~

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand and petty cash
Checking accounts and demand deposits
Time deposits
December31,2022
12
$ 62,451
61,420
123,883
$
December31,2021
12
$ 217,919
-
217,931
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Company’s cash and cash equivalents pledged to others as collateral were classified as other non-current assets. Related information is provided in Note 8.

(2) Investments accounted for using equity method

  • A. The details of investments are as follows:
Norley Corporation Inc.
Heywood Limited
Sincere Navigation Corporation
(Singapore) Pte. Ltd.
December31,2022
12,410,836
$ 5,909,694
39,398
18,359,928
$
December 31, 2021
11,141,053
$ 5,082,954
-
16,224,007
$
  • B. The Company’s share of profit of subsidiaries accounted for using equity method is listed below:
Norley Corporation Inc.
Heywood Limited
Sincere Navigation Corporation
(Singapore) Pte. Ltd.
Forthe years endedDecember31, Forthe years endedDecember31,
2022
2021
48,835
$ 59,102)
($ 262,880
710,890
35,249
-
346,964
$ 651,788
$
2021
651,788
$
  • C. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements for the year ended December 31, 2022.

  • D. On June 9, 2022, the Company increased its long-term equity investment in Sincere Navigation Corporation (Singapore) Pte. Ltd. in the amount of to $2,998 (USD $10 thousand).

~23~

(3) Property, plant and equipment

At January 1, 2022
Cost
Accumulated depreciation
2022
Opening net book amount
Additions
Finance lease
Retirement-cost
Retirement-accumulated depreciation
Depreciation
Closing net book amount
At December 31, 2022
Cost
Accumulated depreciation
Buildings
Vessels and
Office
Land
and structures
equipment
equipment
Total
90,215
$ 28,191
$ 577,801
$ 2,997
$ 699,204
$ -
17,920)
(
20,109)
(
1,302)
(
39,331)
(
90,215
$ 10,271
$ 557,692
$ 1,695
$ 659,873
$ 90,215
$ 10,271
$ 557,692
$ 1,695
$ 659,873
$ -
762
16,354
740
17,856
-
-
541,267)
(
-
541,267)
(
-
-
4,630)
(
-
4,630)
(
-
-
4,630
-
4,630
-
681)
(
32,779)
(
518)
(
33,978)
(
90,215
$ 10,352
$ -
$ 1,917
$ 102,484
$ 90,215
$ 28,953
$ -
$ 3,737
$ 122,905
$ -
18,601)
(
-
1,820)
(
20,421)
(
90,215
$ 10,352
$ -
$ 1,917
$ 102,484
$
~24~
At January 1, 2021
Cost
Accumulated depreciation
2021
Opening net book amount
Additions
Disposal
Impairment loss
Depreciation
Closing net book amount
At December 31, 2021
Cost
Accumulated depreciation
Buildings
Vessels and
Office
Land
and structures
equipment
equipment
Total
90,215
$ 28,191
$ 938,931
$ 1,808
$ 1,059,145
$ -
17,264)
(
556,435)
(
986)
(
574,685)
(
90,215
$ 10,927
$ 382,496
$ 822
$ 484,460
$ 90,215
$ 10,927
$ 382,496
$ 822
$ 484,460
$ -
-
577,801
1,189
578,990
-
-
320,725)
(
-
320,725)
(
-
-
24,782)
(
-
24,782)
(
-
656)
(
57,098)
(
316)
(
58,070)
(
90,215
$ 10,271
$ 557,692
$ 1,695
$ 659,873
$ 90,215
$ 28,191
$ 577,801
$ 2,997
$ 699,204
$ -
17,920)
(
20,109)
(
1,302)
(
39,331)
(
90,215
$ 10,271
$ 557,692
$ 1,695
$ 659,873
$
~25~
  • A. The estimated useful lives of the Company’s significant components of vessels and equipment are as follows:

    • (a) Vessel 20 years (b) Repairs and dry-dock inspection of vessel 2.5 years
  • B. Amount of borrowing costs capitalised as part of property, plant and equipment and the range of the interest rates for such capitalisation: None.

  • C. Impairment information about the property, plant and equipment is provided in Note 6(5).

  • D. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

  • E. Information of finance lease for vessels is provided in Note 6(4).

  • (4) Leasing arrangements lessor

  • A. The Company leases vessels and equipment to others under finance lease. Based on the terms of the lease contracts, the lessees have the right to purchase vessels when the leases expire. Information on profit and loss accounts relating to lease contracts is as follows:

Finance income from the net investment in the
finance lease
Forthe years endedDecember31, Forthe years endedDecember31,
2022
800
$
2021
-
$
  • B. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
2022
2023
2024
2025
2026
2027
After 2028
Total
December31,2022
$ 3,336
39,232
39,340
39,232
39,232
39,232
412,628
612,232
$
~26~
  • C. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
provided as follows:
Current
Non-current
Undiscounted lease
payments
$ 39,232
$ 569,664
Unearned finance income
9,263)
(
64,056)
(
Net investment in the lease
29,969
$ 505,608
$ December 31, 2022
Current
Non-current
$ -
$ -
-

-

-
$ -
$ December 31, 2021
$ -
-

-
$
$ -
-

-
$

The Company had a significant increase in the net investment in the finance lease by $535,577 arising from the financial lease of the Company's vessels and equipment to the subsidiary, Sincere Navigation Corporation (Singapore) Pte. Ltd., from December 1, 2022.

(5) Impairment of non-financial assets

  • A. The Company recognised impairment loss amounting to $0 and $24,782 for the years ended December 31, 2022 and 2021, respectively. Details of the loss are as follows:
Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022 Forthe yearendedDecember31,2022
Recognised in other
Recognised in comprehensive
profit or loss income
Impairment loss-Vessels and equipment-net -
$
$ -
For the year ended December 31, 2021
Recognised in other
Recognised in comprehensive
profit or loss income
Impairment loss-Vessels and equipment-net 24,782
$
$ -
The impairment loss reported by operating segments is as follows:
For the year ended December 31, 2022
For theyear ended
December31,2021
Recognised in other Recognised in other
Recognised in comprehensive
Recognised in
comprehensive
profit or loss income
profit or loss
income
Bulk carrier $ - $ -
24,782
$
-
$
  • B. The impairment loss reported by operating segments is as follows:

  • C. A vessel “Madonna III” held by the Company, whose recoverable amount was lower than the book value, resulted in the recognition of impairment loss. The Company wrote down the carrying amount of the asset based on the recoverable amount and recognised an impairment loss of $24,782 in the second quarter of 2021. The Company had completed the sale of the vessel in the third quarter of 2021.

~27~

(6) Short-term borrowings

Type ofborrowings
Bank borrowings
Secured borrowings
Unsecured borrowings
Type ofborrowings
Bank borrowings
Secured borrowings
Unsecured borrowings
December31,2022
575,000
$ 1,020,000
1,595,000
$ December31,2021
120,000
$ 730,000

850,000
$
Interestraterange
Collateral
1.22%-2.06%
Land, buildings,
promissory notes and
pledged time deposits
1.10%~2.74%
Promissory notes
Interestraterange
Collateral
1.20%-1.22%
Land, buildings and
promissory notes
1.10%~1.44%
Promissory notes

Guarantees for the credit line of the Company’s short-term borrowings provided by related parties and subsidiary are as follows:

Jack Hsu
Jack Hsu
Heywood Limited
December31,2022
1,100,000
$ 400,000
500,000
December31,2021
Footnote
1,100,000
$ Guarantee
400,000
Promissory notes
-

Jointly guarante

(7) Pensions

  • A. Defined benefit pension plan

  • (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.

Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions to cover the deficit by next March.

~28~

(b) The amounts recognised in the balance sheet are as follows:

December 31,2022 December31,2021
Present value of defined benefit obligations ($ 41,545)
50,361)
($
Fair value of plan assets 29,120
26,763
Net defined benefit liability ( 12,425)
( 23,598)
Contributions in transit of plan assets 12
-
Net liability recognised in the balance sheet ($ 12,413)
23,598)
($

(c) Movements in net defined benefit liabilities are as follows:

Present value of
defined benefit
obligations
Year ended December 31, 2022
Balance at January 1
50,361)
($ Current service cost
326)
(
Interest (expense) income
352)
(
51,039)
(
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense)
-
Change in financial assumptions
1,478
Experience adjustments
489)
(
989
Pension fund contribution
-
Paid pension
8,505
Balance at December 31
41,545)
($
ofplan assets
benefit liability
26,763
$ 23,598)
($ -
326)
(
187
165)
(
26,950
24,089)
(
2,002
2,002
-
1,478
-
489)
(
2,002
2,991
168
168
-
8,505
29,120
$ 12,425)
($ Fair value
Net defined
~29~
Present value of
defined benefit
obligations
Year ended December 31, 2021
Balance at January 1
58,762)
($ Current service cost
319)
(
Interest (expense) income
176)
(
59,257)
(
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense)
-
Change in demographic
30)
(
assumptions
Change in financial assumptions
1,412
Experience adjustments
1,666)
(
284)
(
Pension fund contribution
-
Paid pension
9,180
Balance at December 31
50,361)
($
ofplan assets
benefit liability
25,909
$ 32,853)
($ -
319)
(
78
98)
(
25,987
33,270)
(
420
420

-
30)
(
-

1,412
-
1,666)
(
420

136
356
356
-
9,180
26,763
$ 23,598)
($
Fair value
Net defined

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

~30~

(e) The principal actuarial assumptions used were as follows:

Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
Discount rate 1.20% 0.70%
Future salary increases 3.25% 3.25%

Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Increase
Decrease
0.25%
0.25%
December 31, 2022
Effect on present value of
defined benefit obligation
710)
($ 729
$ December 31, 2021
Effect on present value of
defined benefit obligation
832)
($ 856
$ Discountrate
Increase
Decrease
0.25%
0.25%
611
$ 598)
($ 708
$ 693)
($ Future salaryincreases

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pension plan of the Company for the year ending December 31, 2023 amount to $150.

B. Defined contribution pension plan

Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2022 and 2021 were $1,312 and $1,338, respectively.

(8) Share capital

As of December 31, 2022 and 2021, the Company’s authorised capital was $7,000,000 and the paid-

~31~

in capital was $5,853,533, consisting of 585,353,297 common shares with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

(9) Capital surplus

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(10) Retained earnings

  • A. Based on the Company's Articles of Incorporation, the Company's net income (less income taxes and prior years’ losses, if any) is appropriated in the following order:

  • (a) 10% for legal reserve.

  • (b) Special reserve.

  • (c) Appropriation of remaining earnings according to the decision of the Board of Directors and stockholders.

The Board of Directors can distribute all or part of the distributable dividends and bonus, capital surplus or legal reserve in the form of cash as resolved by a majority vote at their meeting attended by two-thirds of the total number of directors and report to the shareholders which the aforementioned regulation of requiring resolution from the shareholders is not applicable.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

~32~

D. Appropriation of earnings

  • (a) The appropriations of 2021 and 2020 earnings had been resolved at the stockholders’ meeting on June 10, 2022 and August 24, 2021, respectively. Details are summarised below:
Dividends
per share
Amount
(in dollars)
Legal reserve
70,430
$ Special reserve
468,299
Cash dividends
585,353
1.00

1,124,082
$ 2021
Dividends
per share
Amount
(in dollars)
14,118
$ 866,142
292,677
0.50
$ 1,172,937
$ 2020
  • (b) Subsequent events: the appropriations of 2022 earnings had been proposed by the Board of Directors on March 9, 2023. Details are summarised below:
Legal reserve
Cash dividends
Reversal of special reserve
2022
Dividends
per share
Amount
(in dollars)
19,955
$ 292,677
0.50
$ 312,632
$ 1,785,959
$

As of March 9, 2023, aforementioned appropriations of 2022 earnings have not yet been resolved at the stockholders’ meeting, except for cash dividends which had already been decided by the Board of Directors and only need to be reported at the stockholders’ meeting.

(11) Operating revenue

Revenue from contracts with customers
Rental revenue
Total
For theyears ended December31, For theyears ended December31,
2022
42,098
$ 85,537
127,635
$
2021
261,512
$ -
261,512
$
~33~

A. Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of services over time in the following major categories:

For the year ended
December 31, 2022
Revenue from external
customer contracts
Timing of revenue
recognition
Over time
For the year ended
December 31, 2021
Revenue from external
customer contracts
Timing of revenue
recognition
Over time
Bulkcarrier
39,448
$ 39,448
$ Bulkcarrier
258,976
$ 258,976
$
Management
service
2,650
$ 2,650
$ Management
service
2,536
$
2,536
$
Total
42,098
$
42,098
$ Total
261,512
$
261,512
$

B. Contract assets and liabilities

The Company has recognised the following revenue-related contract assets and liabilities:

Contract assets-
bulk carrier
Contract liabilities-
bulk carrier
December31,2022
-
$ -
$
December31,2021
133,402
$ 49,455
$
January1,2021
26,106
$
1,077
$
  • C. For the years ended December 31, 2022 and 2021, contract liabilities at the beginning of the year amounted to $49,455 and $1,077, respectively, which were fully recognised as operating revenue in the same year.

(12) Interest income

Interest income from bank deposits
Interest income from finance lease
For theyears ended December31, For theyears ended December31,
2022
968
$ 800
1,768
$
2021
108
$ -
108
$
~34~

(13) Other income

Forthe years ended Forthe years ended December31,
2022 2021
Fee income from endorsements and guarantees $ 1,830
$ 3,418
Rent income 351 366
Other income - others 8,081 1,669
$ 10,262
$ 5,453

(14) Other gains and losses

Forthe years ended Forthe years ended December31,
2022 2021
Net currency exchange (loss) gain ($ 170,028)
$ 43,690
Gains on disposals of property, plant - 6,997
and equipment
Impairment loss on property, plant and equipment - ( 24,782)
Claim loss ( 1,440)
-
Other losses ( 12)
( 37)
($ 171,480)
$ 25,868

(15) Finance costs

Interest expense:
Interest expense on bank borrowings
Lease liabilities
2022
2021
15,778
$ 10,153
$ 7
14
15,785
$ 10,167
$ For theyears ended December31,
2022
2021
15,778
$ 10,153
$ 7
14
15,785
$ 10,167
$ For theyears ended December31,
10,153
$ 14
10,167
$

(16) Expenses by nature

Employee benefit
expense

Depreciation

Amortisation
Forthe years endedDecember Forthe years endedDecember Forthe years endedDecember 31,
2022 Total
65,755
$
34,486

103
2021
Operating
Operating
costs
expenses
$ - $ 65,755
33,287 1,199
- 103
Operating
costs
$ -
57,452
-
Operating
expenses
$ 67,771
972
59
Total
67,771
$ 58,424
59
~35~

(17) Employee benefit expense

For the years ended December 31,

Fort he years endedDecember 31,
Wages and salaries
Labor and health
insurance fees
Pension costs
Directors'
remuneration
Other personnel
expenses
Total
Operating
costs
-
$ -
-
-
-
-
$
Operating
expenses
52,134
$ 3,141
1,803
7,027
1,650
65,755
$ 2022
Operating
Total
costs
52,134
$ -
$ 3,141

-

1,803
-

7,027
-
1,650
-
65,755
$ -
$
Operating
expenses
52,305
$ 3,350
1,755

9,173
1,188

67,771
$ 2021
Total
52,305
$ 3,350
1,755
9,173
1,188
67,771
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at $5,067 and $7,303, respectively; while directors’ and supervisors’ remuneration was accrued at $5,067 and $7,303, respectively. The aforementioned amounts were recognised in salary expenses.

The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 3% of distributable profit of current year for the year ended December 31, 2022. The employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were both $5,067, and the employees’ compensation will be distributed in the form of cash.

Employees’ compensation and directors’ and supervisors’ remuneration for 2021 was $7,303 as resolved by the Board of Directors which was in agreement with the amount recognised in the 2021 financial statements.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • C. For the years ended December 31, 2022 and 2021, the average number of the Company’s employees per month was 33 employees, of which 6 directors were not the Company’s employees.
~36~
  • D. (a) For the years ended December 31, 2022 and 2021, the average employee benefit expense was $2,175 and $2,170, respectively.

  • (b) For the years ended December 31, 2022 and 2021, the average employee salary expense was $1,931 and $1,937, respectively.

  • (c) Change in adjustments of the average employee salaries and wages was (0.3%).

  • E. The Company adopts an independent director system and has no supervisor.

  • F. The Company’s salary and compensation policy (including directors, supervisors, managers and employees) is as follows:

  • (a) The remuneration committee has established the policy and periodically reviews the performance assessment of directors and managers as well as the policy, system, standard and structure of remuneration, and shall report the recommendations, if any, to the Board of Directors for discussion. Salaries were paid by reference to the industry salary standard, the Company’s operational situation and organisational structure, and the necessary adjustments shall be made according to the market salary dynamics, changes in the overall economic and industrial climate, and in compliance with the related laws and regulations.

  • (b) The directors’ remuneration shall not be distributed for variable remuneration other than the annual fixed transportation allowance and the remuneration according to the Articles of Incorporation of the Company. The Company’s operating objectives, financial position and directors’ responsibilities were fully considered for the directors’ remuneration which were linked to the business performance and profit, then shall be reported to the Board of Directors for resolution after the review by the remuneration committee.

  • (c) The salary and compensation of managers and employees are based on their education and work background, professional knowledge and expertise, professional seniority as well as personal performance. The salary will be adjusted annually, corresponding to individual performance, according to the overall operating situation of the Company.

  • (d) The Company shall distribute year-end bonus according to operating performance and distribute employees’ compensation according to pre-tax profit situation, the amount distributed shall be linked to the operating performance and profit, and shall be reported to the Board of Directors for resolution after the review by the remuneration committee.

~37~

(18) Income tax

A. Income tax expense

  • (a) Components of income tax expense:
Forthe years ended Forthe years ended Forthe years ended December31,
2022 2021
Current tax:
Current tax on profits for the year $ -
$ 91,467
Prior year income tax underestimation 655
859
Total current tax 655 92,326
Deferred tax:
Origination and reversal of temporary
differences ( 39,068)
( 80,772)
Total deferred tax ( 39,068) ( 80,772)
Income tax (benefit) expense ($ 38,413)
$ 11,554
  • (b) The income tax credit relating to components of other comprehensive income is as follows:
For the years ended For the years ended December 31,
2022 2021
Remeasurement of defined benefit
obligations $ 598 $ 27
Reconciliation between income tax expense and accounting profit:
Forthe years ended December31,
2022 2021
Tax calculated based on profit before tax and
statutory tax rate $ 31,749
$ 143,149
Tax exempt income by tax regulation ( 70,817)
( 130,358)
Prior year income tax underestimation 655 859
Effects from backward remittance of earnings - ( 2,096)
Income tax (benefit) expense ($ 38,413) $ 11,554

B. Reconciliation between income tax expense and accounting profit:

~38~

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:

2022 2022
Recognised in
other
Recognised in comprehensive
January1 profit or loss income December31
Temporary differences:
Deferred tax assets:
Net operating loss
carryforwards $ -
$ 1,024
$ -
$ 1,024
Unfunded pension expense 4,720 ( 1,639)
( 598)
2,483
Unused compensated
absences 303 ( 50)
- 253
Unrealised exchange loss - 4,080 - 4,080
Other 5 ( 5) - -
5,028 3,410 ( 598) 7,840
Deferred tax liabilities:
Unrealised exchange gain ( 35,658) 35,658 - -
($ 30,630) $ 39,068 ($ 598) $ 7,840
2021
Recognised in
other
Recognised in comprehensive
January1 profit or loss income December31
Temporary differences:
Deferred tax assets:
Unfunded pension expense $ 6,570
($ 1,823)
($ 27)
$ 4,720
Unused compensated
absences 288 15 - 303
Other - 5 - 5
6,858 ( 1,803) ( 27) 5,028
Deferred tax liabilities:
Unrealised investment
income ( 91,136)
91,136 -
-
Unrealised exchange gain ( 27,097) ( 8,561) - ( 35,658)
( 118,233)
82,575 - ( 35,658)
($ 111,375) $ 80,772 ($ 27) ($ 30,630)
~39~
  • D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

December 31, 2022

Year incurred
Amount filed/
assessed
2022
5,120
$
Unused amount
Unrecognised
deferred taxassets
Expiry year
5,120
$ -
$ 2032
  • E. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2022 and 2021, the amounts of temporary differences unrecognised as deferred tax liabilities were $18,092,427 and $15,959,503, respectively.

  • F. The Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.

(19) Earnings per share

Basic earnings per share
Profit attributable
to ordinary shareholders
Diluted earnings per share
Profit attributable to
ordinary shareholders
Assumed conversion of
all dilutive potential
ordinary shares
- employees’
compensation
Profit attributable to
ordinary shareholders
plus assumed conversion
of all dilutive potential
ordinary shares
For theyear ended December31,2022 For theyear ended December31,2022
Weighted average
number of ordinary
shares outstanding
Amount aftertax
(sharesinthousands)
197,158
$ 585,353
197,158
585,353
-
260
197,158
$ 585,613
Earnings per share
(indollars)
0.34
$
-
0.34
$
~40~
Forthe year Forthe year endedDecember 31, 31, 2021
Weighted average
number of ordinary
shares outstanding Earnings per share
Amount aftertax (sharesinthousands) (indollars)
Basic earnings per share
Profit attributable
to ordinary shareholders $ 704,189 585,353 $ 1.20
Diluted earnings per share
Profit attributable to
ordinary shareholders 704,189 585,353
Assumed conversion of
all dilutive potential
ordinary shares
- employees’
compensation - 259 -
Profit attributable to
ordinary shareholders
plus assumed conversion
of all dilutive potential
ordinary shares $ 704,189
585,612
$ 1.20
Changes in liabilities from financing activities
Long-term notes and Liabilities from
Short-term Lease accounts payable - financing
borrowings liabilities related parties activities-gross
At January 1, 2022 $ 850,000
$ 470
$ 1,660,800
$ 2,511,270
Proceeds from borrowings 745,000 - -
745,000
Payment of principal - ( 473)
( 168,650)
( 169,123)
Impact of changes in
foreign exchange rate - 3
196,900 196,903
At December 31, 2022 $ 1,595,000 $ - $ 1,689,050 $ 3,284,050

(20) Changes in liabilities from financing activities

~41~
At January 1, 2021
Proceeds from borrowings
Additions
Payment of principal
Impact of changes in
foreign exchange rate
Changes in cash flow from
financing activities
At December 31, 2021
Long-term notes and
Liabilities from
Short-term
Lease
accounts payable -
financing
borrowings
liabilities
relatedparties
activities-gross
840,000
$ -
$ 1,566,400
$ 2,406,400
$ 10,000
-
-
10,000
-
-
138,400
138,400
-
362)
(
-
362)
(
-
1)
(
44,000)
(
44,001)
(
-
833
-
833
850,000
$ 470
$ 1,660,800
$ 2,511,270
$

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties Relationship with the Company Jack Hsu Chairman Heywood Limited (Heywood) Subsidiary of the Company Norley Corporation Inc. (Norley) Subsidiary of the Company Kairos Marine Limited (Formerly Oak Agencies Limited) Other related party Asia Century Navigation Co., Ltd. Other related party Diamonds Ocean Limited Other related party World Sea Navigation Limited Other related party

Note: For names and relationship of subsidiaries, second-tier subsidiaries and third-tier subsidiaries, refer to Note 4(3) in the consolidated financial statements.

(2) Significant related party transactions and balances

A. Operating revenue

Operating revenue
Management revenue:
Other related parties
Rental revenue:
Keystone Shipping Co. Ltd.
Forthe years endedDecember31,
2022
2,650
$ 85,537
$
2021
2,536
$
-
$

Management revenue is the agent revenue arising from vessel agent contract. Sales of services are based on the price lists in force and terms that would be available to the third parties. The Company rented PALONA to Keystone Shipping Co. Ltd., the second-tier subsidiary, on February 18, 2022. This bareboat charter rental contract was completed in the fourth quarter of 2022.

~42~

B. Operating costs

Operating costs
For theyears ended December31,
2022 2021
Cost of services:
Heywood Limited 7,155
$
37,217
$
Commission expense:
Other related party 519
$
6,709
$

Note: Commission fee of $6,709 for the year ended December 31, 2021 includes the deduction item of other gains and losses amounting to $3,343.

C. Other income

(a) Fee income from endorsements and guarantees:
Pacifica Maritime Limited
Ocean Grace Limited
Bridge Poiema Limited
Second-tier subsidiaries
(b) Other income (Note)
Heywood Limited
Norley Corporation Inc.
Forthe years endedDecember31, Forthe years endedDecember31,
2022
-
$ 580
1,250
-
1,830
$ 1,851
$ 5,280
7,131
$
2021
879
$ 756
1,255
528
3,418
$
-
$ -
-
$

Note: Increase the income for the year ended 2019 and 2020, on endorsements and guarantees, and rendering transportation services from Heywood Limited and Norley Corporation Inc., amounted to $2,102 and $5,029, respectively.

D. Other receivables / payables

Other receivables / payables arising from agent revenue, prepayments on behalf of other related parties or agents, advances and fee income from endorsements and guarantees are as follows:

Receivables:
Norley Corporation Inc.
Other related parties
December31,2022
1,922
$ 230
2,152
$
December31,2021
3,313
$ 362
3,675
$
~43~

December 31, 2022 December 31, 2021

Payables: - Heywood Limited 4,723 Norley Corporation Inc. 410 - Other related parties - 696 $ 410 $ 5,419

  • E. Acquisition of property, plant and equipment:

Keystone Shipping Co. Ltd.

For the years ended December 31, 2022 2021 $ - $ 577,801

  • F. Received the dividends from subsidiaries

Norley Corporation Inc.

For the years ended December 31, 2022 2021 $ - $ 445,200

(USD 16,000 thousand)

On April 21, 2021, the Board of Directors of Norley Corporation resolved to distribute dividends which were received by the Company in May 2021.

  • G. Leasing arrangements - lessor

  • (a) The Company leases vessels and equipment to Sincere Navigation Corporation (Singapore) Pte. Ltd. Rents are paid at the end of the month.

  • (b) Finance lease receivable

Finance lease receivable
Associates December31,2022
535,577
$
December31,2021
-
$
~44~
  • H. Financing (shown as ‘long-term notes and accounts payable - related parties’ and ‘other payables

  • related parties’)

Norley Corporation Inc.
Heywood Limited
Norley Corporation Inc.
Heywood Limited
For theyear ended December31,2022 For theyear ended December31,2022 For theyear ended December31,2022 For theyear ended December31,2022
Maximum
Ending
Total interest
balance
balance
Interestrate
expense
1,047,900
$ 767,750
$ -
-
$ 1,646,700
921,300
-
-
2,694,600
$ 1,689,050
$ -
$ (US$ 90,000
thousand)
(US$ 55,000
thousand)
Forthe yearendedDecember31,2021
Total interest
expense
-
$ -
-
$
Maximum
balance
998,900
$ 696,250
1,695,150
$ (US$ 60,000
thousand)
Ending
balance
968,800
$ 692,000
1,660,800
$ (US$ 60,000
thousand)
Interestrate
-
-
Total interest
expense
-
$ -
-
$
  • I. The Company was contracted to render transportation services for the years ended December 31, 2022 and 2021 and executed the contract by sub-contracting it to its second-tier subsidiary who provides chartered ship services with the same contractual terms. The revenue and costs arising from this transaction are expressed as a consolidated net amount in the financial statements. The details of the transactions are as follows:

For the year ended December 31, 2022

Ocean Grace Limited
Maxson Shipping Inc.
Howells Shipping Inc.
Clifford Navigation Corporation
Poseidon Marine Ltd.
Everprime Shipping Limited
Ocean Wise Limited
Amount
545,792
$ 153,841
140,429
45,490
34,601
23,254
19,297
962,704
$
Ending balance
ofpayables
10,212
$ -
-
-
-
-
-
10,212
$
Ending balance
ofprepayments
-
$ -
-
-
-
-
-
-
$
~45~

For the year ended December 31, 2021

Ocean Grace Limited
Poseidon Marine Ltd.
Everprime Shipping Limited
Rockwell Shipping Limited
Maxson Shipping Inc.
Ocean Wise Limited
Second-tier subsidiaries
Amount
687,067
$ 346,694
339,034
287,138
230,494
215,315
94,916
2,200,658
$
Ending balance
ofpayables
73,172
$ 13,322
-
10,546
23,478
55,926
8,207
184,651
$
Ending balance
ofprepayments
-
$ -
13,783
-
-
-
-
13,783
$
  • J. The Company issued promissory notes to Mega Bank as collateral for the indirect investees as resolved by the Board of Directors. Refer to Note 13(1)B.

  • K. Other guarantee transactions

Refer to Note 6(6) for details.

(3) Key management compensation

Salaries and other short-term employee benefits
Post-employment benefits
2022
2021
25,990
$ 27,571
$ 607
530
26,597
$
28,101
$ For theyears ended December31,
2022
2021
25,990
$ 27,571
$ 607
530
26,597
$
28,101
$ For theyears ended December31,
27,571
$ 530
28,101
$

8. PLEDGED ASSETS

The Company’s assets pledged as collateral are as follows:

Guarantee deposits
paid (shown as other
non-current assets)
Land, building
and structures
December31,2022
6,922
$ 99,185
106,107
$
December31,2021
Purpose
6,922
$ Deposit of golf certificates
99,114
Credit lines of short-term
borrowings
106,036
$
Purpose
~46~
  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

(1) Contingencies

None.

(2) Commitments

  • A. For the details on the endorsements and guarantees provided by the Company to the indirect investees, refer to Note 7(2) J.

  • B. The Company has outstanding notes payable for bank financing amounting to $1,125,000.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

For the details of the appropriation of 2022 earnings as proposed by the Board of Directors, refer to Note 6(10) D.

12. OTHERS

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

~47~

(2) Financial instruments

A. Financial instruments by category

Financial assets
Financial assets at amortised cost
Cash and cash equivalents
Accounts receivable, net
Other receivables
Other receivables - related parties
Guarantee deposits paid
Finance lease receivable due from related
parties, net
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Other payables
Other payables - related parties
Long-term notes and accounts
payable - related parties
Lease liabilities
December31,2022
123,883
$ 10,212
425
2,152
6,922
143,594
$ 535,577
$ 1,595,000
$ 19,600
10,622
1,689,050
3,314,272
$ -
$
December31,2021
217,931
$ 63,021

25,201

3,675

6,922
316,750
$
-
$
850,000
$ 29,863
190,070
1,660,800
2,730,733
$
470
$
  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and financial performance.

  • (b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close cooperation with the Company’s operating units.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company used in various functional currency, primarily with respect to the USD and JPY. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
~48~
  • ii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
Foreign currency
amount
(Inthousands)
Exchangerate
Book value
(NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USDNTD
21,057
$ 30.71
646,664
$ Long-term equity investments
accounted for using
the equity method
USDNTD
597,849
$ 30.71
18,359,928
$ Financial liabilities
Monetary items
USDNTD
55,346
$ 30.71
1,699,672
$ Foreign currency
amount
(Inthousands)
Exchangerate
Book value
(NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
15,905
$ 27.68
440,353
$ Long-term equity investments
accounted for using
the equity method
USD:NTD
586,127
$ 27.68
16,224,007
$ Financial liabilities
Monetary items
USD:NTD
67,065
$ 27.68
1,856,583
$ December31,2022
December31,2021
Foreign currency
amount
(Inthousands)
Exchangerate
Book value
(NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USDNTD
21,057
$ 30.71
646,664
$ Long-term equity investments
accounted for using
the equity method
USDNTD
597,849
$ 30.71
18,359,928
$ Financial liabilities
Monetary items
USDNTD
55,346
$ 30.71
1,699,672
$ Foreign currency
amount
(Inthousands)
Exchangerate
Book value
(NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
15,905
$ 27.68
440,353
$ Long-term equity investments
accounted for using
the equity method
USD:NTD
586,127
$ 27.68
16,224,007
$ Financial liabilities
Monetary items
USD:NTD
67,065
$ 27.68
1,856,583
$ December31,2022
December31,2021
440,353
$ 16,224,007
$ 1,856,583
$

iii. The unrealised exchange (loss) gain arising from significant foreign exchange variation on the monetary items held by the Company for 2022 and 2021 amounted to ($198,689) and $42,811, respectively.

~49~
  • iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
Degree of
Effect on profit
variation
or loss
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
1%
7,200
$ Long-term equity investments
accounted for using
the equity mehtod
USD:NTD
1%
-
$ Financial liabilities
Monetary items
USD:NTD
1%
16,997
$ Forthe yearendedDecember
Sensitivity analysis
Forthe yearendedDecember Forthe yearendedDecember 31,2022
Sensitivity analysis
Effect on profit
or loss
7,200
$ -
$ 16,997
$
Effect on other
comprehensive
income
-
$ 183,567
$ -
$

For the year ended December 31, 2021

Forthe yearendedDecember Forthe yearendedDecember Forthe yearendedDecember 31,2021
Degree of
Effect on profit
variation
or loss
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
1%
4,404
$ Long-term equity investments
accounted for using
the equity mehtod
USD:NTD
1%
-
$ Financial liabilities
Monetary items
USD:NTD
1%
18,566
$ Sensitivity analysis
Sensitivity analysis
Effect on profit
or loss
4,404
$ -
$ 18,566
$
Effect on other
comprehensive
income
-
$ 162,240
$ -
$

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the contract cash flows of the accounts receivable based on the agreed terms.
~50~
  • ii. The Company manages its credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, the Company is responsible for managing and analysing the credit risk for each of the new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • iii. The Company adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:

If the contract payments were past due over 180 days based on the terms and obligation completed, there has been a significant increase in credit risk on that instrument since initial recognition.

  • iv. The Company adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 3 years.

  • v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganisation due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii)Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • vi. The Company classifies customers’ accounts receivable in accordance with customer types. The Company applies the modified approach using the provision matrix to estimate expected credit loss.

  • vii. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights. As of December 31, 2022 and 2021, the Company’s written-off financial assets that are still under recourse procedures amounted to $0 and $477, respectively.

~51~
  • viii. The Company used the forecastability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable and lease payments receivable. As of December 31, 2022 and 2021, the provision matrix is as follows:

==> picture [422 x 224] intentionally omitted <==

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

December 31, 2022 Not past due Total
Expected loss rate Approximately 0.03%
Total book value $ 10,212 $ 10,212
Loss allowance $ - $ -
December 31, 2021 Not past due Total
Expected loss rate Approximately 0.03%
Total book value $ 63,021 $ 63,021
Loss allowance $ - $ -
The ageing analysis of accounts receivable is as follows:
December 31, 2022 December 31, 2021
Not past due $ 10,212 $ 63,021
----- End of picture text -----

  • ix. The ageing analysis of accounts receivable is as follows:

  • (c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, external regulatory or legal requirements.

  • ii. Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Company treasury.

~52~
  • iii. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities

December 31, 2022
Short-term borrowings
Other payables
Other payables - related parties
Long-term notes and accounts
payable - related parties
Up to1year
1,595,000
$ 19,600
10,622
-
Between 1 year
and 5 years
Over5 years
-
$ -
$ -
-

-
-

1,689,050
-
December 31, 2021
Up to 1 year
Short-term borrowings
850,000
$ Other payables
29,863
Other payables - related parties
190,070
Lease liabilities
473
Long-term notes and accounts
payable - related parties
-
Non-derivative financial liabilities:
Between 1 year
and5 years
Over 5 years
-
$ -
$ -
-

-
-
-
-
1,660,800
-

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Refer to table 1.

  • B. Provision of endorsements and guarantees to others: Refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 3.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

~53~
  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 4.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Refer to table 5.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Refer to table 6.

(3) Information on investments in Mainland China

  • A. Basic information: Refer to table 7.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

(4) Major shareholders information

Name, number of shares and shareholding ratio of shareholders whose ownership reached 5%: Refer to table 8.

14. SEGMENT INFORMATION

Not applicable.

~54~

SINCERE NAVIGATION CORPORATION DETAILS OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2022

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Items
Cash on hand and petty cash
Checking accounts
Demand deposits
— NTD
— USD
— JPY
Time deposits
— USD
Summary
12
$ 2
25,097
$ USD 1,215 thousand rate 30.71
37,310
JPY 183 thousand rate 0.2324
42
62,449
USD 2,000 thousand rate 30.71
61,420

123,883
$ Amount
Summary
12
$ 2
25,097
$ USD 1,215 thousand rate 30.71
37,310
JPY 183 thousand rate 0.2324
42
62,449
USD 2,000 thousand rate 30.71
61,420

123,883
$ Amount
123,883
$

~55~

SINCERE NAVIGATION CORPORATION DETAILS OF INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2022

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Name Number of
Shares
Amount
500
11,141,053
$ 500
5,082,954
100,000
-
16,224,007
$ Balance atJanuary1,2022
Investment
income
Amount
48,835
$ 262,880
35,249
346,964
$
Additions
Amount
-
$ -
2,998
2,998
$
Reductions
(Note)
Amount
-
$ -
-
-
$
Cumulative
translation
adjustment
Amount
1,220,948
$ 563,860
1,151
1,785,959
$
Number of
Shares
Ownership
Amount
500
100%
12,410,836
$ 500
100%
5,909,694
100,000
100%
39,398
18,359,928
$ Balance at December31,2022
Number of
Shares
Ownership
Amount
500
100%
12,410,836
$ 500
100%
5,909,694
100,000
100%
39,398
18,359,928
$ Balance at December31,2022
Net assets
12,413,938
$ 5,909,694
39,689
18,363,321
$
Collateral
Number of
Shares
500
500
100,000
Number of
Shares
Ownership
100%
100%
100%
Norley
Corporation
Inc.
Heywood
Limited
Sincere
Navigation
Corporation
(Singapore)
Pte. Ltd.
500
500
100,000
None
"
"

~56~

SINCERE NAVIGATION CORPORATION

SHORT-TERM LOANS DECEMBER 31, 2022

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

==> picture [751 x 27] intentionally omitted <==

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

Balance at Term Interest
Type Bank December 31, 2022 of contract rate (%) Loan Commitments Collateral Note
----- End of picture text -----

Guaranteed borrowings
Mega Bank
"
E.SUN Bank
Unsecured borrowings
First Bank
"
Fubon Bank
"
Taiwan Bank
"
Chang Hwa
120,000
$ within one year 1.22%-2.06%
225,000
$ Land, buildings, and promissory notes
455,000
within one year 1.25%-1.52%
500,000
Promissory notes, guaranteed by Heywood Limited
500,000
within one year 1.19%-1.75%
500,000
Guaranteed by the chairman
200,000
within one year 1.10%-2.16%
200,000
Promissory notes, guaranteed by the chairman
200,000
within one year 1.19%-1.72%
200,000
Promissory notes, guaranteed by the chairman
120,000
within one year 1.20%-2.74%
200,000
Guaranteed by the chairman
1,595,000
$

~57~

SINCERE NAVIGATION CORPORATION

DETAILS OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2022

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Items Summary Amount
Time charter Average rent per day × Total days $ 39,448
$ 844,703 46.7
Bareboat charter-rental
revenue Rent USD $10,000 per day 85,537
Management service 2,650
$ 127,635

~58~

SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING COSTS

FOR THE YEAR ENDED DECEMBER 31, 2022

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

==> picture [493 x 15] intentionally omitted <==

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

Items Amount
----- End of picture text -----

Items Amount
Commission
Insurance
Depreciation
Fuel cost
Crew agency fee
Other cost
1,031
$ 698

33,287

2,462

5,964

1,172
44,614
$

~59~

SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2022

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Items
Payroll expenses
Directors' remuneration
Pension
Office supplies expenses
Travelling expenses
Postage and phone/Fax expense
Repairs and maintenance expenses
Utility fee
Insurance
Entertainment
Taxes
Depreciation
Amortisation
Meals expenses
Employee benefits
Professional service fees
Other expenses
Amount
52,134
$ 7,027

1,803

308

250

1,320

33
109
3,608

264
438
1,199

103

790
689
5,463
20,467
96,005
$

~60~

SINCERE NAVIGATION CORPORATION DETAILS OF LABOR, DEPRECIATION AND AMORTIZATIION BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2022 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Refer to Note 6.(16)(17) of the Financial Report.

~61~

Sincere Navigation Corporation

Table 1

Loans to others

For the year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Reason
for short-term
financing
No.
(Note 1)
Creditor
Borrower
General
ledger
account
Is a
related
party
Amount of
transactions
with the
borrower
Maximum
outstanding
balance during
the year ended
December 31, 2022
Balance at
December 31, 2022
Actual amount
drawn down
Interest
rate
Nature of
loan
(Note 3)
Allowance
for
doubtful
accounts
Collateral Limit on loans
granted to
a single party
(Note 2)
Ceiling on
total loans
granted
(Note 2)
Footnote
Item
Value
0
Sincere
Navigation
Corporation
None
1
Norley
Corporation
Inc.
Sincere
Navigation
Corporation
Receivables
from related
parties
Y
1,047,900
$ 767,750
$ 767,750
$ -
2
- Working capital
-
1
Norley
Corporation
Inc.
Elroy
Maritime
Service Inc.
Receivables
from related
parties
Y
5,153
-
-
-
2
- Working capital
-
2
Heywood
Limited
Sincere
Navigation
Corporation
Receivables
from related
parties
Y
1,646,700
921,300
921,300
-
2
- Working capital
-
2
Heywood
Limited
Norley
Corporation
Inc.
Receivables
from related
parties
Y
3,532,937
3,367,365
3,367,365
-
2
- Working capital
-
3
Elroy
Maritime
Service Inc.
Oak Maritime
(Canada) Inc.
Receivables
from related
parties
Y
5,800
5,528
5,528
-
2
- Working capital
-
-
-
-
-
-
-
-
-
-
-
4,747,641
$ 12,413,938
12,413,938
5,909,694
5,909,694
12,329
6,330,188
$ 12,413,938
12,413,938
5,909,694
5,909,694
12,329
The maximun amount amounted
to USD 35,000 thousand for the
current period, and the actual
amount was USD 25,000
thousand at the end of year.
The maximun amount amounted
to USD 180 thousand for the
current period, and the actual
amount was USD 0 at the end of
year.
The maximun amount amounted
to USD 55,000 thousand for the
current period, and the actual
amount was USD 30,000
thousand at the end of year.
The Maximun amount amounted
to USD 114,650 thousand for the
current period, and the actual
amount was USD 109,650
thousand at the end of year.
The maximun amount amounted
to USD 180 thousand for the
current period, and the actual
amount was USD 180 thousand
at the end of year.

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

(2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: In accordance with the finance procedures of the Company, for business transaction purposes, limit on total financial shall not exceed 40% of the Company's net value.

For short-term lending purpose, maximum financing to each subsidiary and total financing is limited 30% to 40% of the Company's net value, respectively. The maximum financing between the subsidiaries which are directly or indirectly 100% owned by the Company or between the subsidiaries which are directly or indirectly 100% owned by the Company and the Company is limited to 100% of the lender's net value.

Note 3: Nature of loans is filled as follows:

  • (1) Fill in 1 for business transactions.

  • (2) Fill in 2 for short-term financing.

Table 1

Table 2

Sincere Navigation Corporation

Provision of endorsements and guarantees to others For the year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Number
(Note 1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2022
(Note 4)
Outstanding
endorsement/
guarantee
amount at
December 31,
2022
(Note 5)
Actual amount
drawn down
(Note 6)
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 7)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
(Note 7)
Provision of
endorsements/
guarantees to
the party in
Mainland
China
(Note 7)
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 2)
0
0
0
0
0
0
0
1
1
1
2
3
4
Sincere Navigation
Corporation
˵
˵
˵
˵
˵
˵
Norley Corporation
Inc.
˵
˵
Heywood Limited
Victory Navigation
Inc.
Everprime
Shipping Limited
Helmsman Navigation Co. Ltd.
Everwin Maritime Limited
Pacifica Maritime Limited
Ocean Grace Limited
Brighton Shipping Inc.
Rockwell Shipping Limited
Bridge Poiema Limited
Kenmore Shipping Inc.
Pacifica Maritime Limited
Steady Way Limited
Sincere Navigation Corporation
Norley Corporation Inc.
Norley Corporation Inc.
2
2
2
2
2
2
2
2
2
2
3
3
3
15,825,471
$ 15,825,471
15,825,471
15,825,471
15,825,471
15,825,471
15,825,471
12,413,938
12,413,938
12,413,938
5,909,694
721,571
718,041
238,395
$ 459,400
1,240,037
1,150,254
34,482
23,288
1,498,230
508,620
235,206
829,665
500,000
644,400
644,400
$ -
-
-
1,096,347
-
-
1,428,015
456,811
224,183
-
500,000
614,200
614,200
$ -
-
-
580,419
-
-
1,249,513
456,811
224,183
-
455,000
-
-
$ -
-
-
-
-
-
-
-
-
-
522,070
-
-
15.95%
15.95%
15.95%
15.95%
15.95%
15.95%
15.95%
5.49%
5.49%
5.49%
8.46%
85.12%
85.54%
39,563,678
$ 39,563,678
39,563,678
39,563,678
39,563,678
39,563,678
39,563,678
31,034,845
31,034,845
31,034,845
14,774,235
1,803,928
1,795,103
Y
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
Guarantee balance
is US$ 0
Guarantee balance
is US$ 0
Guarantee balance
is US$ 0
Guarantee balance
is US$ 35,700
thousand
Guarantee balance
is US$ 0
Guarantee balance
is US$ 0
Guarantee balance
is US$ 46,500
thousand
Guarantee balance
is US$ 14,875
thousand
Guarantee balance
is US$ 7,300
thousand (Note 9)
Guarantee balance
is US$ 0
Guarantee balance
is US$ 500,000
thousand
Guarantee balance
is US$ 20,000
thousand (Note 8)
Guarantee balance
is US$ 20,000
thousand (Note 8)

Table 2, Page 1

Table 2

Sincere Navigation Corporation

Provision of endorsements and guarantees to others For the year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Number
(Note 1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2022
(Note 4)
Outstanding
endorsement/
guarantee
amount at
December 31,
2022
(Note 5)
Actual amount
drawn down
(Note 6)
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 7)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
(Note 7)
Provision of
endorsements/
guarantees to
the party in
Mainland
China
(Note 7)
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 2)
5
6
7
8
Ocean Wise
Limited
Poseidon Marine
Ltd.
Maxson Shipping
Inc.
Oak Maritime
(Canada) Inc.
Norley Corporation Inc.
Norley Corporation Inc.
Norley Corporation Inc.
Pacifica Maritime Limited
3
3
3
4
927,896
$ 1,326,242
1,097,278
2,340
926,325
$ 926,325
926,325
588
844,525
$ 844,525
844,525
560
$ -
-
-
560
$ -
-
-
-
91.02%
63.68%
76.97%
23.93%
2,319,740
$ 3,315,605
2,743,195
5,850
N
N
N
N
N
N
N
N
N
N
N
N
Guarantee balance
is US$ 27,500
thousand (Note 8)
Guarantee balance
is US$ 27,500
thousand (Note 8)
Guarantee balance
is US$ 27,500
thousand (Note 8)
Guarantee balance
is US$ 18
thousand (Note 9)
  • Note 1: The numbers filled in for the endorsements/ guarantees provided by the Company or subsidiaries are as follows:

  • (1 )The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.

Note 3: According to the Company’s “Procedures for Provision of Endorsements and Guarantees”:

  • [The Company]

  • (1) The limit on endorsements and guarantees provided for aan individual party shall not exceed the Company's equity.

Those which are provided for an individual party due to business relationship, shall not exceed the total amount of transactions with the Company in the most recent year.

  • (2) The ceiling on total endorsements and guarantees shall not exceed 250% of the Company's equity.

  • [The Company and subsidiaries]

  • (1) The limit on endorsements and guarantees provided for aan individual party shall not exceed the Company's equity.

  • (2) The ceiling on total endorsements and guarantees shall not exceed 300% of the Company's equity.

  • Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.

  • Note 5: Fill in the amount approved by the Board of Directors or the chairman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.

Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.

Note 8: The outstanding endorsement/guarantee amount that Victory Navigation Inc., Everprime Shipping Limited, Ocean Wise Limited, Poseidon Marine Ltd. and Maxson Shipping Inc. jointly provided to Norley Corporation Inc. is US$ 27.5 million. Note 9: Please refer to Note 9(2)C.

Table 2, Page 2

Sincere Navigation Corporation

Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more

For the year ended December 31, 2022

Table 3

Expressed in thousands of NTD (Except as otherwise indicated)

Real estate
acquired by
Real estate
acquired
Date of the
event
Transaction
amount
Status of
payment
Counterparty Relationship
with the
counterparty
If the counterparty is a related party, information as to the last transaction of
the real estate is disclosed below:
a related party, information as to the last transaction of
the real estate is disclosed below:
a related party, information as to the last transaction of
the real estate is disclosed below:
Basis or
reference used
in setting the
price
Reason for
acquisition of real
estate and
status of the real
estate
Other
commitments
Original owner who
sold the real estate to
the counterparty
Relationship between
the original owner
and the acquirer
Date of the
original
transaction
Amount
Steady Way
Limited
Rebekah 2022.12.19 790,783
$
790,783
$
GREEN
SPANKER
SHIPPING S.A.
None - - - -
$
Based on mutual
agreement
In consideration of
overall operation of
the Group.
None

Table 3

Table 4

Sincere Navigation Corporation

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

For the year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Creditor Counterparty Relationship
with the counterparty
Balance as at December 31,2022 Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
Amount Action taken
Sincere Navigation Corporation
Norley Corporation Inc. (Norley)
Heywood Limited (Heywood)
Heywood Limited (Heywood)
None
Sincere Navigation Corporation
Sincere Navigation Corporation
Norley Corporation Inc. (Norley)
Norley's parent
company
Heywood's parent
company
Associate
-
$ 767,750
(USD 25,000 thousand)
$ 921,300
(USD 30,000 thousand)
$ 3,367,365
(USD 109,650 thousand)
-
-
-
-
-
$ -
-
-
-
-
-
-
-
$ -
-
-
-
$ -
-
-

Table 4

Table 5

Sincere Navigation Corporation

Significant inter-company transactions during the reporting period

For the year ended December 31, 2022

Expressed in thousands of NTD

(Except as otherwise indicated)

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or total
assets(Note 3)
0
0
1
1
1
2
2
2
3
4
5
6
7
Sincere Navigation Corporation
˵
Norley Corporation Inc.
˵
˵
Heywood Limited
˵
˵
Victory Navigation Inc.
Everprime Shipping Limited
Ocean Wise Limited
Poseidon Marine Ltd.
Maxson Shipping Inc.
Ocean Grace Limited
Bridge Poiema Limited
Kenmore Shipping Inc.
Pacifica Maritime Limited
Sincere Navigation Corporation
Sincere Navigation Corporation
Sincere Navigation Corporation
Norley Corporation Inc.
Norley Corporation Inc.
Norley Corporation Inc.
Norley Corporation Inc.
Norley Corporation Inc.
Norley Corporation Inc.
1
1
1
1
2
2
2
3
2
2
2
2
2
Guarantees
˵
˵
˵
Other receivables
Guarantees
Other receivables
˵
Guarantees (Note 5)
˵
˵
˵
˵
1,096,347
$ 1,428,015
456,811
224,183
767,750
500,000
921,300
3,367,365
614,200
614,200
844,525
844,525
844,525
As per the Company's policy
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
5.06%
6.59%
2.11%
1.03%
3.54%
2.31%
4.25%
15.54%
2.83%
2.83%
3.90%
3.90%
3.90%
  • Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary is numbered ‘1’.

  • (2) Subsidiary to parent company is numbered ‘2’.

  • (3) Subsidiary to subsidiary is numbered ‘3’.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for income statement accounts.

  • Note 4: The inter-company transactions below 1% of consolidated assets or revenue are not disclosed.

  • Note 5: The outstanding endorsement/guarantee amount that Victory Navigation Inc., Everprime Shipping Limited, Ocean Wise Limited, Poseidon Marine Ltd. and Maxson Shipping Inc. jointly provided to Norley Corporation Inc. is US$ 27.5 million.

Table 5

Information on investees

Table 6

Sincere Navigation Corporation

For the year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount
(Note 1)
Initial investment amount
(Note 1)
Shares held as at December 31,2022(Note 2) at December 31,2022(Note 2) Net profit (loss)
of the investee for the year
ended December 31, 2022
(Note 2)
Investment income (loss)
recognised by the Company
for the year ended
December 31,2022
Footnote
Balance as at
December31,2022
Balance as at
December31,2021
Numberofshares Ownership (%) Bookvalue
Sincere
Navigation
Corporation
˵
˵
Norley
Corporation
Inc.
˵
˵
˵
˵
˵
Norley Corporation
Inc.
Heywood Limited
SINCERE
NAVIGATION
CORPORATION
(SINGAPORE)
PTE. LTD.
Kenmore
Shipping Inc.
Jetwall Co. Ltd.
Victory
Navigation Inc.
Poseidon
Marine Ltd
Maxson Shipping
Inc.
Ocean Wise
Limited
Republic of
Liberia
Marshall
Islands
Singapore
Marshall
Islands
˵
˵
˵
˵
Republic of
Liberia
Investment
holdings
˵
Shipping
Oil tanker
Investment
holdings
˵
Shipping
˵
˵
$ 30,710
(USD 1,000 thousand)
30,710
(USD 1,000 thousand)
3,071
(USD 100 thousand)
1,416,038
(USD 46,110 thousand)
1,083,940
(USD 35,296 thousand)
169
(USD 6 thousand)
245,987
(USD 8,010 thousand)
322,455
(USD 10,500 thousand)
686,982
(USD 22,370 thousand)
$ 27,680
(USD 1,000 thousand)
27,680
(USD 1,000 thousand)
-
(USD -)
1,276,325
(USD 46,110 thousand)
746,696
(USD 26,976 thousand)
152
(USD 6 thousand)
221,717
(USD 8,010 thousand)
290,640
(USD 10,500 thousand)
619,201
(USD 22,370 thousand)
500
500
100,000
500
400
275
500
500
500
100%
100%
100%
100%
80%
55%
100%
100%
100%
12,410,836
$ 5,909,694
39,398
1,836,073
1,614,046
396,864
1,326,242
1,097,278
927,896
51,845
$ 262,880
35,532
58,095
60,863
72,155
169,692)
(
73,105
210,378)
(
48,835
$ 262,880
35,249
-
-
-
-
-
-
Subsidiary
Subsidiary
Subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary

Table 6, Page 1

Investor Investee Location Main business
activities
Initial investment amount
(Note 1)
Initial investment amount
(Note 1)
Shares held as at December 31,2022(Note 2) at December 31,2022(Note 2) Net profit (loss)
of the investee for the year
ended December 31, 2022
(Note 2)
Investment income (loss)
recognised by the Company
for the year ended
December 31,2022
Footnote
Balance as at
December31,2022
Balance as at
December31,2021
Numberofshares Ownership (%) Bookvalue
Norley
Corporation
Inc.
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
Jetwall Co.
Ltd.
Pacifica
Maritime Limited
Sky Sea
Maritime Limited
Elroy Maritime
Service Inc.
Glory Selah
Limited
Steady Way
Limited
Clifford Navigation
Corporation
Brighton Shipping
Inc.
Rockwell Shipping
Limited
Howells
Shipping Inc.
Helmsman
Navigation
Co. Ltd.
Keystone Shipping
Co. Ltd.
Carmel Splendor
Limited
Everwin
Maritime Limited
Marshall
Islands
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
˵
Oil tanker
Investment
holdings
Maritime service
Investment
holdings
Shipping
˵
˵
˵
˵
˵
˵
˵
Oil tanker
$ 2,542,481
(USD 82,790 thousand)
491,682
(USD 16,011 thousand)
11,670
(USD 380 thousand)
261,803
(USD 8,525 thousand)
791,090
(USD 25,760 thousand)
384,296
(USD 12,514 thousand)
618,666
(USD 20,145 thousand)
546,817
(USD 17,806 thousand)
697,208
(USD 22,703 thousand)
743,068
(USD 24,196 thousand)
70,209
(USD 2,286 thousand)
307
(USD 10 thousand)
1,354,925
(USD 44,120 thousand)
$ 1,461,227
(USD 52,790 thousand)
443,171
(USD 16,011 thousand)
5,536
(USD 200 thousand)
235,972
(USD 8,525 thousand)
-
(USD -)
-
(USD -)
-
(USD -)
-
(USD -)
-
(USD -)
-
(USD -)
-
(USD -)
-
(USD -)
933,370
(USD 33,720 thousand)
500
275
500
500
500
500
500
500
500
500
500
500
500
100%
55%
100%
55%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2,834,723
$ 791,624
12,329
327,691
788,680
439,194
438,990
513,163
705,821
738,687
33,218
285
2,018,417
23,951
$ 126,234
3,359
74,106
2,338)
(
53,271
4,448
56,743
8,357
4,252)
(
35,894)
(
22)
(
60,849
-
$ -
-
-
-
-
-
-
-
-
-
-
-
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Second-tier
subsidiary
Third-tier
subsidiary

Table 6, Page 2

Investor Investee Location Main business
activities
Initial investment amount
(Note 1)
Initial investment amount
(Note 1)
Shares held as at December 31,2022(Note 2) at December 31,2022(Note 2) Net profit (loss)
of the investee for the year
ended December 31, 2022
(Note 2)
Investment income (loss)
recognised by the Company
for the year ended
December 31,2022
Footnote
Balance as at
December31,2022
Balance as at
December31,2021
Numberofshares Ownership (%) Bookvalue
Victory
Navigation Inc.
Sky Sea
Maritime
Limited
Elroy Maritime
Service Inc.
Glory Selah
Limited
Heywood
Limited
Everprime
Shipping Limited
Ocean Grace
Limited
Oak Maritime
(Canada) Inc.
Bridge Poiema
Limited
Century Shipping
Limited
Marshall
Islands
˵
Canada
Marshall
Islands
HongKong
Shipping
˵
Maritime serive
Shipping
Investment
holdings
$ 307
(USD 10 thousand)
893,968
(USD 29,110 thousand)
3,947
(USD 128 thousand)
476,005
(USD 15,500 thousand)
15,355
(USD 500 thousand)
$ 277
(USD 10 thousand)
805,765
(USD 29,110 thousand)
3,558
(USD 128 thousand)
429,040
(USD 15,500 thousand)
13,840
(USD 500 thousand)
500
500
1,000
500
50,000
100%
100%
100%
100%
100%
718,041
$ 1,439,183
2,340
596,011
7,379
72,054
$ 125,751
2,013
74,204
1,824
-
$ -
-
-
-
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Second-tier
subsidiary

Note 1: The above balances of initial investments as at December 31, 2022 and 2021 were translated at the closing exchange rates at the balance sheet date. Note 2: The above carrying amounts of shares held as at December 31, 2022 and net profit (loss) of the investee for the year ended December 31, 2022 were translated at the closing exchange rates at the balance sheet and the average exchange rates for the year ended December 31, 2022, respectively.

Table 6, Page 3

Sincere Navigation Corporation

Information on investments in Mainland China

For the year ended December 31, 2022

Table 7
Investee in
Mainland China
Main business
activities
Paid-in capital Investment method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2022
Amount remitted from Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year ended
December 31,2022
Amount remitted from Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year ended
December 31,2022
Accumulated amount
of remittance from
Taiwan to
Mainland China as of
December 31,2022
Net income of
investee for the
year ended
December 31,2022
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2022
(Note 2)
Expressed in thousands of NTD
(Except as otherwise indicated)
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2022
Footnote
Book value of
investments in
Mainland China
as of December
31,2022
Expressed in thousands of NTD
(Except as otherwise indicated)
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2022
Footnote
Book value of
investments in
Mainland China
as of December
31,2022
Expressed in thousands of NTD
(Except as otherwise indicated)
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2022
Footnote
Book value of
investments in
Mainland China
as of December
31,2022
Remitted to
Mainland China
Remitted back
to Taiwan
Haihu Maritime
Service
(Shanghai) Co.,
Ltd.
Maritime service $15,855
(USD 500 thousand)
2 $15,855
(USD 500
thousand)
-
$
-
$
$15,855
(USD500 thousand)
$1,824
(RMB 412
thousand)
100% $1,824
(RMB 412
thousand)
$7,379
(RMB 1,673
thousand)
-
$

Note 1: Investment methods are classified into the following three categories.

  • (1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (The investee in the third area is Century Shipping Limited)

Note 2: Investment income (loss) recognised during the period was based on financial statements audited by the Company's CPA.

Companyname Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2022
Investment amount
approved by the
Investment
Commission of the
Ministry of
Economic Affairs
(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA
Haihu Maritime
Service
(Shanghai) Co.,
Ltd.
$ 15,855 $ 95,130 $ 9,495,283

Table 7

Sincere Navigation Corporation Major shareholders information For the year ended December 31, 2022

Table 8

Number of major shareholders Shares Shares
Name of shares held Ownership (%)
CTBC BANK CO., LTD. IN CUSTODY FOR HO MAO INVESTMENT CORPORATION
58,060,800
9.91%
Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares)
and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter
and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded on the financial statements may be different from
the actual number of shares in dematerialised form due to the difference in calculation basis.
Note 2: If the aforementioned data contains shares which were kept at the trust by the shareholders, the data was disclosed as separate account of client reports
which was set by the trustee. As for the shareholder who share equity as a insider whose shareholding ratio greater than 10% in accordance with Securities
and Exchange Act, the shareholding ratio including the self-owned shares and trusted shares, at the same time, persons who have power
to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.

Table 8