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SNC — Audit Report / Information 2023
Nov 8, 2023
52159_rns_2023-11-08_11ed7ab5-ba8c-4235-9019-d14e212814a1.pdf
Audit Report / Information
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT DECEMBER 31, 2023 AND 2022
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.
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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, 2023 and 2022, 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 material 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, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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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
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2023 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.
Key audit matters for the Company’s 2023 parent company only financial statements are as follows:
Reasonableness of investments accounted for using equity method — subsidiaries’ impairment of vessels and equipment
Description
As of December 31, 2023, the Company’s subsidiaries recorded as investments accounted for using equity method amounted to NT$18,862,002 thousand, constituting 97% of the Company’s total assets, while the share of profit of the investments constituted 119% 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 impairment of vessels and equipment as a key audit matter.
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 the 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, 2023, the Group’s vessel equipment amounted to NT$14,141,249 thousand, constituting 67% of total assets.
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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:
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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.
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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.
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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 premium.
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Checked the parameters and the formula used in the valuation model.
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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.
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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:
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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 from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 12, 2024
[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.
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SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Assets | Notes 6(1) 6(4) and 7 7 6(2) 6(3)(5) and 8 6(17) 6(4), 7 and 8 |
December 31, 2023 AMOUNT % $59,515---30,614-502-1,636-1,238-1,679-95,184-18,862,00297103,20511,501-7,745-481,916219,456,369100$19,551,553100 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|
AMOUNT$59,515-30,6145021,6361,2381,67995,18418,862,002103,2051,5017,745481,91619,456,369$19,551,553 |
AMOUNT$123,88310,21229,9694252,1521,2381,349169,22818,359,928102,4841467,840512,53018,982,928$19,152,156 |
% | ||
| Current assets 1100 Cash and cash equivalents 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 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
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1 |
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96---3 |
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99 |
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100 |
(Continued)
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SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Liabilities and Equity | December 31, 2023 December 31, 2022 Notes AMOUNT % AMOUNT % 6(5) and 8 $3,055,00016$1,595,000828,304-19,600-7 155-10,622-48,287---3,131,746161,625,22287 512,85731,689,05096(6) 21,092-12,413-533,94931,701,46393,665,695193,326,685176(7) 5,853,533305,853,533316(8) 165,5921243,78516(9) 3,276,282173,256,32717898,41342,684,372146,596,786344,685,86725(904,748) (5) (898,413) (5 )15,885,8588115,825,471839 11 $19,551,553100$19,152,156100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 21XX Total current liabilities Non-current 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 the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)
| Items | Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(10) and 7 $60,956100$127,6351006(15)(16) and 7 (9)- (44,614) (35)60,94710083,021656(15)(16) (108,866) (179) (96,005) (75)(47,919) (79) (12,984) (10)6(11) 11,808191,76816(12) and 7 1,768310,26286(13) (13,130) (21) (171,480) (134)6(14) (45,100) (74) (15,785) (12)6(2) 587,155963346,964272542,501890171,729135494,582811158,7451256(17) (50,284) (82)38,41330$444,298729$197,1581556(6) ($8,382) (14) $2,99126(17) 1,6763 (598)-(6,335) (11)1,785,9591399$431,257707$1,985,51015566(18) $0.76$0.346(18) $0.76$0.34 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Net operating profit Operating expenses 6200 General and administrative expenses 6900 Operating loss 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 (expense) benefit 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial (loss) 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.
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| 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 For the year ended December 31, 2023 Balance at January 1, 2023 Profit for the year Other comprehensive loss Total comprehensive income (loss) Appropriations of 2022 earnings: Legal reserve Special reserve Cash dividends Overdue unclaimed cash dividends Difference between consideration and carrying amount of subsidiaries acquired Balance at December 31, 2023 |
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(9) 6(9) |
$ 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-------(78,746 ) $120,593 |
$4,621------582$5,203$5,203------553-$5,756 |
$ 3,185,897---70,430---$ 3,256,327$ 3,256,327---19,955----$ 3,276,282 |
$ 2,216,073 ---- 468,299 - -$ 2,684,372 $ 2,684,372 -- -- (1,785,959 ) - --$898,413 |
$ 5,610,398197,1582,393199,551(70,430 )(468,299 )(585,353 )-$ 4,685,867$ 4,685,867444,298(6,706 )437,592(19,955 )1,785,959(292,677 )--$ 6,596,786 |
($ 2,684,372 )-1,785,9591,785,959----($898,413 )($898,413 )-(6,335 )(6,335 )-----($904,748 ) |
$ 14,424,732197,1581,788,3521,985,510--(585,353 )582$ 15,825,471$ 15,825,471444,298(13,041 )431,257--(292,677 )553(78,746 )$ 15,885,858 |
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortisation Interest income from bank deposits Interest income from finance lease Interest expense Investment income accounted for using the equity method Loss 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 party Prepayments Changes in operating liabilities Current contract liabilities Other payables Other payables - related party Accrued pension liabilities Cash outflow generated from operations Interest received Income tax paid Net cash flows used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition 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 in loan from related party Net cash flows used in financing activities Effect of changes in foreign exchange rate Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
For the years endedDecember 31, Notes 2023 2022 $494,582 $158,7456(15) 1,59134,4866(15) 1341036(11) ( 2,491 ) ( 968 )6(4)(11) ( 9,317 ) ( 800 )6(14) 45,10015,7856(2) ( 587,155 ) ( 346,964 )6(3)(13) 36--133,40210,21252,809425,1115161,523( 330 ) 15,520- ( 49,455 )6,618 ( 11,018 )( 10,467 ) ( 179,448 )297 ( 8,194 )( 50,670 ) ( 159,363 )2,410633( 226 ) ( 93,933 )( 48,486 ) ( 252,663 )6(3) ( 2,348 ) ( 17,856 )( 1,489 ) -- ( 2,998 )( 3,837 ) ( 20,854 )6(19) 1,460,000745,00039,4623,336( 43,014 ) ( 15,030 )6(19) - ( 473 )6(9) ( 292,677 ) ( 585,353 )5535826(19) ( 1,174,369 ) ( 168,650 )( 10,045 ) ( 20,588 )( 2,000 ) 200,057 ( 64,368 ) ( 94,048 )123,883 217,931 $59,515 $123,883 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022
(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 12, 2024.
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 ® ”) Accounting Standards 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 2023 are as follows:
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| 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’ Amendments to IAS 12, ‘International tax reform - pillar two model rules’ |
January 1, 2023 January 1, 2023 January 1, 2023 May 23, 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.
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(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC
but not yet adopted by the Company
New standards, interpretations and amendments endorsed by the FSC and will become effective from 2024 are as follows:
| 2024 are as follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ |
January 1, 2024 January 1, 2024 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.
(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| New Standards,Interpretations andAmendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture’ | International Accounting |
| Standards Board | |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – | January 1, 2023 |
| comparative information’ | |
| Amendments to IAS 21, ‘Lack of exchangeability’ | January 1, 2025 |
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 MATERIAL 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.
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(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 that came into effect 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
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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.
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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.
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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.
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- 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
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(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;
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(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realised within twelve months from the balance sheet date;
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(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.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settled within the normal operating cycle;
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(b) Liabilities arising mainly from trading activities;
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(c) Liabilities that are to be settled within twelve months from the balance sheet date;
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(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) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(6) Accounts receivable
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A. Accounts receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
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B. The short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(7) 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
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receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
(8) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (9) 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.
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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’.
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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.
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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.
(10) 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.
~17~
- 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 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.
(11) 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 Office equipment
==> picture [61 x 27] intentionally omitted <==
(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.
~18~
(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) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(15) 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.
~19~
-
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.
(16) 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.
-
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.
(17) 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.
~20~
(18) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Board of Directors.
(19) 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.
- 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 Company recognises the incremental costs of obtaining a contract as an expense when incurred although the Company 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.
~21~
(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.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | ||||
|---|---|---|---|---|
| December | 31, 2023 | December | 31, 2022 | |
| Cash on hand and petty cash | $ | 5 |
$ | 12 |
| Checking accounts and demand deposits | 19,072 | 62,451 | ||
| Time deposits | 40,438 |
61,420 | ||
| $ | 59,515 |
$ | 123,883 |
-
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:
| The details of investments are as follows: | ||
|---|---|---|
| Norley Corporation Inc. Heywood Limited Sincere Navigation Corporation (Singapore) Pte. Ltd. |
December31,2023 12,327,296 $ 5,989,703 545,003 18,862,002 $ |
December31,2022 |
| 12,410,836 $ 5,909,694 39,398 |
||
| 18,359,928 $ |
- B. The Company’s share of profit of subsidiaries accounted for using equity method is listed below:
| Forthe | years ended | years ended | December31, | ||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Norley Corporation Inc. | ($ | 6,975) |
$ | 48,835 |
|
| Heywood Limited | 81,281 | 262,880 | |||
| Sincere Navigation Corporation | |||||
| (Singapore) Pte. Ltd. | 512,849 | 35,249 | |||
| $ | 587,155 | $ | 346,964 |
- 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, 2023.
~22~
- D. On June 9, 2022, the Company increased its long-term equity investment in Sincere Navigation Corporation (Singapore) Pte. Ltd. in the amount of $2,998 (USD $10 thousand).
(3) Property, plant and equipment
| At January 1, 2023 Cost Accumulated depreciation 2023 Opening net book amount Additions Disposals Depreciation Closing net book amount At December 31, 2023 Cost Accumulated depreciation 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 $ 28,953 $ - $ 3,737 $ 122,905 $ - 18,601) ( - 1,820) ( 20,421) ( 90,215 $ 10,352 $ - $ 1,917 $ 102,484 $ 90,215 $ 10,352 $ - $ 1,917 $ 102,484 $ - 1,866 - 482 2,348 - - - 36) ( 36) ( - 1,017) ( - 574) ( 1,591) ( 90,215 $ 11,201 $ - $ 1,789 $ 103,205 $ 90,215 $ 30,819 $ - $ 3,791 $ 124,825 $ - 19,618) ( - 2,002) ( 21,620) ( 90,215 $ 11,201 $ - $ 1,789 $ 103,205 $ 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 $ |
|---|---|
~23~
-
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. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
-
D. 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, |
|---|---|---|
| 2023 9,317 $ |
2022 | |
| 800 $ |
- B. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
| 2023 2024 2025 2026 2027 After 2028 Total |
December31,2023 $ - 39,340 39,232 39,232 39,232 412,628 569,664 $ |
December31,2022 |
|---|---|---|
| $ 39,232 39,340 39,232 39,232 39,232 412,628 |
||
| 608,896 $ |
~24~
- C. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
| December 31, | December 31, | December 31, | 2023 | December | 31, | 31, | 2022 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |||||||||
| Undiscounted lease | ||||||||||||
| payments | $ | 39,339 |
$ | 530,325 |
$ | 39,232 |
$ | 569,664 |
||||
| Unearned finance income | ( | 8,725) |
( | 55,331) |
( | 9,263) |
( | 64,056) |
||||
| Net investment in the lease | $ | 30,614 |
$ | 474,994 |
$ | 29,969 |
$ | 505,608 |
The Company had a significant increase in the net investment in the finance lease by $535,577 in 2022 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) Short-term borrowings
| Type ofborrowings Bank borrowings Secured borrowings Unsecured borrowings Type ofborrowings Bank borrowings Secured borrowings Unsecured borrowings |
December31,2023 2,055,000 $ 1,000,000 3,055,000 $ December31,2022 575,000 $ 1,020,000 1,595,000 $ |
Interestraterange Collateral 1.67%-2.10% Land, buildings, promissory notes and pledged time deposits 1.99%~2.03% Promissory notes Interest rate range Collateral 1.22%-2.06% Land, buildings, promissory notes and pledged time deposits 1.10%~2.74% Promissory notes |
Collateral |
|---|---|---|---|
Guarantees for the credit line of the Company’s short-term borrowings provided by related parties and subsidiary are as follows:
| and subsidiary are as follows: | |||
|---|---|---|---|
| Jack Hsu Jack Hsu Heywood Limited Heywood Limited and Norley Corporation Inc. |
December31,2023 1,000,000 $ 200,000 2,500,000 1,500,000 |
December31,2022 1,100,000 $ 400,000 500,000 - |
Footnote |
| Guarantee Promissory notes Joint guarantee and Promissory notes '' |
~25~
(6) 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.
- (b) The amounts recognised in the balance sheet are as follows:
| December | 31,2023 | December | 31, 2022 | ||
|---|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 46,098) |
($ | 41,545) |
|
| Fair value of plan assets | 25,006 | 29,120 | |||
| Net defined benefit liability | ( | 21,092) |
( | 12,425) |
|
| Contributions in transit of plan assets | - | 12 |
|||
| Net liability recognised in the balance sheet | ($ | 21,092) |
($ | 12,413) |
~26~
(c) Movements in net defined benefit liabilities are as follows:
| Present value of | Present value of | ||||||
|---|---|---|---|---|---|---|---|
| defined benefit | Fair value | Net defined | |||||
| obligations | ofplanassets | benefitliability | |||||
| Year ended December 31, 2023 | |||||||
| Balance at January 1 | ($ | 41,545) |
$ | 29,120 |
($ | 12,425) |
|
| Current service cost | ( | 320) |
- | ( | 320) |
||
| Interest (expense) income | ( | 499) |
349 | ( | 150) |
||
| ( | 42,364) |
29,469 | ( | 12,895) |
|||
| Remeasurements: | |||||||
| Return on plan assets (excluding | - | 144 | 144 | ||||
| amounts included in interest | |||||||
| income or expense) | |||||||
| Experience adjustments | ( | 8,526) |
- | ( | 8,526) |
||
| ( | 8,526) |
144 | ( | 8,382) |
|||
| Pension fund contribution | - | 185 | 185 | ||||
| Paid pension | 4,792 | ( | 4,792) |
- | |||
| Balance at December 31 | ($ | 46,098) | $ | 25,006 | ($ | 21,092) | |
| Present value of | |||||||
| defined benefit | Fair value | Net defined | |||||
| obligations | ofplanassets | benefitliability | |||||
| Year ended December 31, 2022 | |||||||
| Balance at January 1 | ($ | 50,361) |
$ | 26,763 |
($ | 23,598) |
|
| Current service cost | ( | 326) |
- | ( | 326) |
||
| Interest (expense) income | ( | 352) |
187 | ( | 165) |
||
| ( | 51,039) |
26,950 | ( | 24,089) |
|||
| Remeasurements: | |||||||
| Return on plan assets (excluding | - | 2,002 | 2,002 | ||||
| amounts included in interest | |||||||
| income or expense) | |||||||
| Change in financial assumptions | 1,478 | - | 1,478 | ||||
| Experience adjustments | ( | 489) |
- | ( | 489) |
||
| 989 | 2,002 | 2,991 | |||||
| Pension fund contribution | - | 168 | 168 | ||||
| Paid pension | 8,505 | - | 8,505 | ||||
| Balance at December 31 | ($ | 41,545) | $ | 29,120 | ($ | 12,425) |
~27~
-
(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, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
-
(e) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
2023 2022 1.20% 1.20% 3.25% 3.25% For the years ended December 31, |
2023 2022 1.20% 1.20% 3.25% 3.25% For the years ended December 31, |
|---|---|---|
| 2022 | ||
| 1.20% | ||
| 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, 2023 Effect on present value of defined benefit obligation 800) ($ 821 $ December 31, 2022 Effect on present value of defined benefit obligation 710) ($ 729 $ Discountrate |
Future salaryincreases | Future salaryincreases |
|---|---|---|
| Increase Decrease 0.25% 0.25% 690 $ 677) ($ 611 $ 598) ($ |
Decrease 0.25% |
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.
~28~
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, 2024 amount to $177.
-
(g) As of December 31, 2023, the weighted average duration of the retirement plan is 7 years.
-
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, 2023 and 2022 were $1,644 and $1,312, respectively.
(7) Share capital
As of December 31, 2023 and 2022, the Company’s authorised capital was $7,000,000 and the paidin 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.
(8) 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.
(9) 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.
~29~
-
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.
-
D. Appropriation of earnings
-
(a) The appropriations of 2022 and 2021 earnings had been resolved at the stockholders’ meeting on June 9, 2023 and June 10, 2022, respectively. Details are summarised below:
| Legal reserve Special reserve Cash dividends Reversal of special reserve |
Dividends per share Amount (indollars) 19,955 $ - 292,677 0.50 $ 312,632 $ 1,785,959 $ 2022 |
2021 |
|---|---|---|
| Amount 19,955 $ - 292,677 312,632 $ 1,785,959 $ |
Dividends per share Amount (in dollars) 70,430 $ 468,299 585,353 1.00 $ 1,124,082 $ - $ |
- (b) Subsequent events: the appropriations of 2023 earnings had been proposed by the Board of Directors on March 12, 2024. Details are summarised below:
| Legal reserve Special reserve Cash dividends |
2023 |
|---|---|
| Dividends per share Amount (in dollars) 43,759 $ 6,335 439,015 0.75 $ 489,109 $ |
As of March 12, 2024, aforementioned appropriations of 2023 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.
~30~
(10) Operating revenue
| Operating revenue | ||||
|---|---|---|---|---|
| For theyears ended | December31, | |||
| 2023 | 2022 | |||
| Revenue from contracts with customers | $ | 60,956 |
$ | 42,098 |
| Rental revenue | - | 85,537 | ||
| Total | $ | 60,956 |
$ | 127,635 |
A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of services over time in the following major categories:
| categories: | ||||||||
|---|---|---|---|---|---|---|---|---|
| For the year ended | Management | |||||||
| December 31, 2023 | Bulkcarrier | service | Total | |||||
| Revenue from external | ||||||||
| customer contracts | $ | - | $ | 60,956 | $ | 60,956 |
||
| Timing of revenue | ||||||||
| recognition | ||||||||
| Over time | $ | - | $ | 60,956 | $ | 60,956 |
||
| For the year ended | Management | |||||||
| December 31, 2022 | Bulkcarrier | service | Total | |||||
| Revenue from external | ||||||||
| customer contracts | $ | 39,448 | $ | 2,650 | $ | 42,098 |
||
| Timing of revenue | ||||||||
| recognition | ||||||||
| Over time | $ | 39,448 |
$ | 2,650 | $ | 42,098 | ||
| Contract assets and liabilities | ||||||||
| The Company has recognised | the following revenue-related contract assets and liabilities: | |||||||
| December31,2023 | December31,2022 | January1, | 2022 | |||||
| Contract assets- | ||||||||
| bulk carrier | $ | - | $ | - | $ | 133,402 | ||
| Contract liabilities- | ||||||||
| bulk carrier | $ | - | $ | - | $ | 49,455 |
B. Contract assets and liabilities
C. For the years ended December 31, 2022, contract liabilities at the beginning of the year amounted to $49,455, which were fully recognised as operating revenue in the same year.
~31~
(11) Interest income
For the years ended December 31,
Interest income from bank deposits Interest income from finance lease
| 2023 | 2022 | ||
|---|---|---|---|
| $ | 2,491 |
$ | 968 |
| 9,317 | 800 |
||
| $ | 11,808 | $ | 1,768 |
(12) Other income
Fee income from endorsements and guarantees Rent income
Other income - others
| Forthe years ended | Forthe years ended | December31, | |
|---|---|---|---|
| 2023 | 2022 | ||
| $ | 1,558 |
$ | 1,830 |
| 183 | 351 | ||
| 27 | 8,081 | ||
| $ | 1,768 | $ | 10,262 |
(13) Other gains and losses
| Other gains and losses | ||||
|---|---|---|---|---|
| Forthe years ended | December31, | |||
| 2023 | 2022 | |||
| Net currency exchange loss | ($ | 14,431) |
($ | 170,028) |
| Loss on disposals of property, plant and equipment | ( | 36) |
- | |
| Claim gain (loss) | 1,708 | ( | 1,440) |
|
| Other losses | ( | 371) |
( | 12) |
| ($ | 13,130) |
($ | 171,480) |
(14) Finance costs
| Finance costs | ||
|---|---|---|
| Interest expense: Interest expense on bank borrowings Lease liabilities |
Forthe years endedDecember31, | |
| 2023 45,100 $ - 45,100 $ |
2022 | |
| 15,778 $ 7 |
||
| 15,785 $ |
~32~
(15) Expenses by nature
| Expenses by nature | ||
|---|---|---|
| Employee benefit expense Depreciation Amortisation |
Operating Operating Operating expenses Total costs expenses Total 77,188 $ 77,188 $ - $ 65,755 $ 65,755 $ 1,591 1,591 33,287 1,199 34,486 134 134 - 103 103 Forthe years endedDecember31, 2023 2022 |
|
| Operating costs - $ - - |
(16) Employee benefit expense
| Wages and salaries Labor and health insurance fees Pension costs Directors’ remuneration Other personnel expenses Total |
For the years ended December 31, | For the years ended December 31, | For the years ended December 31, | For the years ended December 31, | ||
|---|---|---|---|---|---|---|
| 2023 | Total 57,128 $ 3,776 2,114 11,906 2,264 77,188 $ |
Operating costs - $ - - - - - $ |
Operating expenses 52,134 $ 3,141 1,803 7,027 1,650 65,755 $ 2022 |
Total | ||
| Operating costs - $ - - - - - $ |
Operating expenses 57,128 $ 3,776 2,114 11,906 2,264 77,188 $ |
|||||
| 52,134 $ 3,141 1,803 7,027 1,650 |
||||||
| 65,755 $ |
-
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, 2023 and 2022, employees’ compensation was accrued at $9,856 and $5,067, respectively; while directors’ and supervisors’ remuneration was accrued at $9,856 and $5,067, respectively. The aforementioned amounts were recognised in salary expenses.
The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 1.92% of distributable profit of current year for the year ended December 31, 2023. The employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were both $9,856, and the employees’ compensation will be distributed in the form of cash.
~33~
Employees’ compensation and directors’ and supervisors’ remuneration for 2022 was $5,067 as resolved by the Board of Directors which was in agreement with the amount recognised in the 2022 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, 2023 and 2022, the number of the Company’s employees per month was 35 and 33, respectively, of which 6 directors were not the Company’s employees.
-
D. (a) For the years ended December 31, 2023 and 2022, the average employee benefit expense was $2,251 and $2,175, respectively.
-
(b) For the years ended December 31, 2023 and 2022, the average employee salary expense was $1,970 and $1,931, respectively.
-
(c) Change in adjustments of the average employee salaries and wages was 2.02%.
-
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.
~34~
(17) Income tax
A. Income tax expense
(a) Components of income tax expense (benefit):
| Current tax: Current tax on profits for the year Tax on undistributed surplus earnings Prior year income tax underestimation Total current tax Deferred tax: Origination and reversal of temporary differences Total deferred tax Income tax expense (benefit) |
2023 2022 35,307 $ - $ 13,206 - - 655 48,513 655 1,771 39,068) ( 1,771 39,068) ( 50,284 $ 38,413) ($ Forthe years endedDecember31, |
|---|---|
- (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, | ||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Remeasurement of defined benefit obligations | ($ | 1,676) | $ | 598 |
- B. Reconciliation between income tax expense and accounting profit:
| Forthe years ended | Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Tax calculated based on profit before tax and | ||||||
| statutory tax rate | $ | 98,916 |
$ | 31,749 |
||
| No deferred income tax liabilities recognised | ||||||
| from taxable income | ( | 61,838) |
( | 70,817) |
||
| Tax on undistributed surplus earnings | 13,206 | - | ||||
| Prior year income tax underestimation | - | 655 | ||||
| Income tax expense (benefit) | $ | 50,284 | ($ | 38,413) |
~35~
C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
Temporary differences:-Deferred tax assets:Net operating loss carryforwards Unfunded pension expense Unused compensated absences Unrealised exchange loss |
2023 | 2023 | ||
|---|---|---|---|---|
| Recognised in January1 profit or loss 1,024 $ 1,024) ($ 2,483 60 253 71 4,080 878) ( 7,840 $ 1,771) ($ |
Recognised in other comprehensive income - $ 1,676 - - 1,676 $ |
December31 | ||
| - $ 4,219 324 3,202 |
||||
| 7,745 $ |
| Recognised in Recognised in other comprehensive January1 profit or loss income Temporary differences: -Deferred tax assets:Net operating loss carryforwards - $ 1,024 $ - $ Unfunded pension expense 4,720 1,639) ( 598) ( Unused compensated absences 303 50) ( - Unrealised exchange loss - 4,080 - Other 5 5) ( - 5,028 3,410 598) ( -Deferred tax liabilities:Unrealised exchange gain 35,658) ( 35,658 - 30,630) ($ 39,068 $ 598) ($ 2022 |
2022 | |
|---|---|---|
| December31 | ||
| 1,024 $ 2,483 253 4,080 - |
||
| 7,840 | ||
| - | ||
| 7,840 $ |
~36~
-
D. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2023 and 2022, the amounts of temporary differences unrecognised as deferred tax liabilities were $18,633,048 and $18,092,427, respectively.
-
E. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
| follows: | |
|---|---|
| Amount filed/ Unrecognised Year incurred assessed Unused amount deferred tax assets 2022 5,089 $ 5,089 $ - $ December 31,2022 |
Expiry year |
| 2032 |
- F. The Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.
(18) 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 December31,2023 | For theyear ended December31,2023 | For theyear ended December31,2023 |
|---|---|---|---|
| Amount aftertax 444,298 $ 444,298 - 444,298 $ |
Weighted average number of ordinary shares outstanding (sharesinthousands) 585,353 585,353 389 585,742 |
Earnings per share (indollars) |
|
| 0.76 $ |
|||
| 0.76 $ |
~37~
| For theyear | For theyear | For theyear | ended December | ended December | 31, | 31, | 2022 | 2022 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted average | |||||||||||
| number of ordinary | |||||||||||
| shares outstanding | Earnings per share | ||||||||||
| Amount | aftertax | (sharesinthousands) |
(indollars) | ||||||||
| Basic earnings per share | |||||||||||
| Profit attributable | |||||||||||
| to ordinary shareholders | $ | 197,158 | 585,353 | $ | 0.34 | ||||||
| Diluted earnings per share | |||||||||||
| Profit attributable to | |||||||||||
| ordinary shareholders | 197,158 | 585,353 | |||||||||
| Assumed conversion of | |||||||||||
| all dilutive potential | |||||||||||
| ordinary shares | |||||||||||
| - employees’ | |||||||||||
| compensation | - | 260 | |||||||||
| Profit attributable to | |||||||||||
| ordinary shareholders | |||||||||||
| plus assumed conversion | |||||||||||
| of all dilutive potential | |||||||||||
| ordinary shares | $ | 197,158 | 585,613 | $ | 0.34 | ||||||
| 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, 2023 | $ | 1,595,000 |
$ | - |
$ | 1,689,050 |
$ | 3,284,050 |
|||
| Proceeds from borrowings | 1,460,000 | - | - | 1,460,000 | |||||||
| Payment of principal | - | - | ( | 1,174,369) |
( | 1,174,369) |
|||||
| Impact of changes in | |||||||||||
| foreign exchange rate | - | - | ( | 1,824) |
( | 1,824) |
|||||
| At December 31, 2023 | $ | 3,055,000 | $ | - | $ | 512,857 | $ | 3,567,857 | |||
| 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 |
(19) Changes in liabilities from financing activities
~38~
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
| Names of related parties and relationship | |
|---|---|
| Names of related parties Jack Hsu Heywood Limited (Heywood) Norley Corporation Inc. (Norley) Sincere Navigation Corporation (Singapore) Pte. Ltd. Kairos Marine Limited (Formerly Oak Agencies Limited) Asia Century Navigation Co., Ltd. Diamonds Ocean Limited World Sea Navigation Limited |
Relationship withthe Company |
| Chairman Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Other related party Other related party Other related party 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: Subsidiaries of Norley Corporation Inc. Sincere Navigation Corporation (Singapore) Pte. Ltd. Other related parties Rental revenue: Keystone Shipping Co. Ltd. |
Forthe years endedDecember31, | |
| 2023 5,975 $ 52,186 2,795 60,956 $ - $ |
2022 | |
| - $ - 2,650 |
||
| 2,650 $ |
||
| 85,537 $ |
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.
B. Operating costs
| Operating costs | ||
|---|---|---|
| Cost of services: Heywood Limited Commission expense: Other related party |
For theyears ended December31, | |
| 2023 - $ - $ |
2022 | |
| 7,155 $ |
||
| 519 $ |
~39~
C. Other income
| (a) Fee income from endorsements and guarantees: Ocean Grace Limited Bridge Poiema Limited (b) Other income (Note) Heywood Limited Norley Corporation Inc. |
2023 2022 451 $ 580 $ 1,107 1,250 1,558 $ 1,830 $ - $ 1,851 $ - 5,280 - $ 7,131 $ Forthe years endedDecember31, |
|---|---|
Note: Increase the income for the years 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 Payables: Norley Corporation Inc. |
December31,2023 1,636 $ - 1,636 $ 156 $ |
December31,2022 |
|---|---|---|
| 1,922 $ 230 |
||
| 2,152 $ |
||
| 410 $ |
E. 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
| Pte. Ltd. Rents are paid at the end of the month. (b) Finance lease receivable |
|
|---|---|
| (c) Finance income from the net investment in the finance lease December31,2023 Sincere Navigation Corporation (Singapore) Pte. Ltd. 505,608 $ December31,2023 Sincere Navigation Corporation (Singapore) Pte. Ltd. 9,317 $ |
December31,2022 |
| 535,577 $ |
|
| December31,2022 | |
| 800 $ |
~40~
- F. Financing (shown as ‘long-term notes and accounts payable - related parties’ and ‘other payables - related parties’)
| Heywood Limited Norley Corporation Inc. Heywood Limited |
Maximum Ending Total interest balance balance Interestrate expense 922,500 $ 512,857 $ - - $ (USD $30,000 thousand) (USD $16,700 thousand) Maximum Ending Total interest balance balance Interestrate expense 1,047,900 $ 767,750 $ - - $ 1,646,700 921,300 - - 2,694,600 $ 1,689,050 $ - $ (USD $90,000 thousand) (USD $55,000 thousand) Forthe yearendedDecember31,2023 Forthe yearendedDecember31,2022 |
|---|---|
- G. The Company was contracted to render transportation services for the years ended December 31, 2022 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:
| Ocean Grace Limited Maxson Shipping Inc. Howells Shipping Inc. Clifford Navigation Corporation Poseidon Marine Ltd. Everprime Shipping Limited Ocean Wise Limited |
Forthe yearendedDecember31,2022 | Forthe yearendedDecember31,2022 | Forthe yearendedDecember31,2022 |
|---|---|---|---|
| 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 |
|
| - $ - - - - - - |
|||
| - $ |
The transportation services was completed in the fourth quarter of 2022.
-
H. 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.
-
I. Other guarantee transactions Refer to Note 6(5) for details.
~41~
(3) Key management compensation
| Key management compensation | ||||
|---|---|---|---|---|
| For theyears ended | December31, | |||
| 2023 | 2022 | |||
| Salaries and other short-term employee benefits | $ | 29,992 |
$ | 25,990 |
| Post-employment benefits | 619 |
607 |
||
| $ | 30,611 | $ | 26,597 |
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 |
December31,2023 December 31, 2022 Purpose 6,922 $ 6,922 $ Deposit of golf certificates 99,920 99,185 Credit lines of short-term borrowings 106,842 $ 106,107 $ |
|---|---|
9. 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) H.
-
B. The Company has outstanding notes payable for bank financing amounting to $3,925,000.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
For the details of the appropriation of 2023 earnings as proposed by the Board of Directors, refer to Note 6(9)D.
~42~
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.
(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 |
December31,2023 59,515 $ - 502 1,636 6,922 68,575 $ 505,608 $ 3,055,000 $ 28,304 155 512,857 3,596,316 $ |
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 $ |
-
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.
~43~
-
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.
-
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 USD :NTD17,829 $ 30.71 547,535 $ Investments accounted for under equity method USD :NTD614,197 $ 30.71 18,862,002 $ Financial liabilities Monetary items USD :NTD16,705 $ 30.71 513,012 $ Foreign currency amount (Inthousands) Exchangerate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 21,057 $ 30.71 646,664 $ Investments accounted for under equity method USD:NTD 597,849 $ 30.71 18,359,928 $ Financial liabilities Monetary items USD:NTD 55,346 $ 30.71 1,699,672 $ December31,2023 December31,2022 |
Foreign currency amount (Inthousands) Exchangerate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD :NTD17,829 $ 30.71 547,535 $ Investments accounted for under equity method USD :NTD614,197 $ 30.71 18,862,002 $ Financial liabilities Monetary items USD :NTD16,705 $ 30.71 513,012 $ Foreign currency amount (Inthousands) Exchangerate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 21,057 $ 30.71 646,664 $ Investments accounted for under equity method USD:NTD 597,849 $ 30.71 18,359,928 $ Financial liabilities Monetary items USD:NTD 55,346 $ 30.71 1,699,672 $ December31,2023 December31,2022 |
Foreign currency amount (Inthousands) Exchangerate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD :NTD17,829 $ 30.71 547,535 $ Investments accounted for under equity method USD :NTD614,197 $ 30.71 18,862,002 $ Financial liabilities Monetary items USD :NTD16,705 $ 30.71 513,012 $ Foreign currency amount (Inthousands) Exchangerate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 21,057 $ 30.71 646,664 $ Investments accounted for under equity method USD:NTD 597,849 $ 30.71 18,359,928 $ Financial liabilities Monetary items USD:NTD 55,346 $ 30.71 1,699,672 $ December31,2023 December31,2022 |
|---|---|---|
| Exchangerate 30.71 30.71 30.71 |
||
| 646,664 $ 18,359,928 $ 1,699,672 $ |
||
- iii. The unrealised exchange gain (loss) arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2023 and
~44~
2022 amounted to $4,388 and ($198,689), respectively.
- 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% 5,475 $ Investments accounted for under equity method USD:NTD 1% - $ Financial liabilities Monetary items USD:NTD 1% 5,130 $ Degree of Effect on profit variation or loss (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 1% 6,467 $ Investments accounted for under equity method USD:NTD 1% - $ Financial liabilities Monetary items USD:NTD 1% 16,997 $ Forthe yearendedDecember Sensitivity analysis Forthe yearendedDecember Sensitivity analysis |
Forthe yearendedDecember | Forthe yearendedDecember | 31,2023 |
|---|---|---|---|
| Sensitivity analysis | |||
| Effect on other comprehensive income |
|||
| - $ 188,620 $ - $ 31,2022 |
|||
| Sensitivity analysis | |||
| Effect on profit or loss 6,467 $ - $ 16,997 $ |
Effect on other comprehensive income |
||
| - $ 183,599 $ - $ |
|||
~45~
(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.
-
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, 2023 and 2022, the Company’s written-off financial assets that are still under recourse procedures amounted to $0.
~46~
- 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, 2023 and 2022, the provision matrix is as follows:
==> picture [427 x 223] intentionally omitted <==
----- Start of picture text -----
December 31, 2023 Not past due Total
Expected loss rate Approximately 0.03%
- -
Total book value $ $
Loss allowance $ - $ -
December 31, 2022 Not past due Total
Expected loss rate Approximately 0.03%
Total book value $ 10,212 $ 10,212
Loss allowance $ - $ -
The ageing analysis of accounts receivable is as follows:
December 31, 2023 December 31, 2022
Not past due $ - $ 10,212
----- 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.
~47~
- 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
| Non-derivative financial liabilities | |||
|---|---|---|---|
| December 31, 2023 Short-term borrowings Other payables Other payables - related parties Long-term notes and accounts payable - related parties December 31, 2022 Short-term borrowings Other payables Other payables - related parties Long-term notes and accounts payable - related parties Non-derivative financial liabilities: |
Up to1year 3,063,497 $ 28,304 155 - Upto 1year 1,595,000 $ 19,600 10,622 - |
Between 1 year and 5 years - $ - - 512,857 Between 1 year and5 years - $ - - 1,689,050 |
Over5 years - $ - - - Over5 years |
| - $ - - - |
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: Refer to table 3.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 4.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 5.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 6.
~48~
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Refer to table 7.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China) : Refer to table 8.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 9.
-
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 10.
14. SEGMENT INFORMATION
Not applicable.
~49~
SINCERE NAVIGATION CORPORATION DETAILS OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2023
(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 5 $ 2 17,959 $ USD 35 thousand rate 30.71 1,073 JPY 183 thousand rate 0.2172 38 19,070 USD 1,317 thousand rate 30.71 40,438 59,515 $ Amount |
Summary 5 $ 2 17,959 $ USD 35 thousand rate 30.71 1,073 JPY 183 thousand rate 0.2172 38 19,070 USD 1,317 thousand rate 30.71 40,438 59,515 $ Amount |
|---|---|---|
| 59,515 $ |
~50~
SINCERE NAVIGATION CORPORATION DETAILS OF INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2023
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Cumulative | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment | Reductions | translation | ||||||||||||||||||
| Balance at | January1,2023 | income | Additions | (Note) | adjustment | Balance atDecember31,2023 | ||||||||||||||
| Number of | Number of | |||||||||||||||||||
| Note: | Shares | Amount | Amount | Amount | Amount | Amount | Shares | Ownership | Amount | Net assets | Collateral | |||||||||
| Norley | 500 | $ | 12,410,836 |
($ | 6,975) |
$ | - |
($ | 78,746) |
$ | 2,181 |
500 | 100% | $ | 12,327,296 |
$ | 12,525,217 |
None | ||
| Corporation | ||||||||||||||||||||
| Inc. | ||||||||||||||||||||
| Heywood | ||||||||||||||||||||
| Limited | 500 | 5,909,694 | 81,281 | - | - | ( | 1,272) |
500 | 100% | 5,989,703 | 5,989,703 | " | ||||||||
| Sincere | ||||||||||||||||||||
| Navigation | ||||||||||||||||||||
| Corporation | ||||||||||||||||||||
| (Singapore) | ||||||||||||||||||||
| Pte. Ltd. | 100,000 | 39,398 | 512,849 | - |
- | ( | 7,244) |
100,000 | 100% | 545,003 | 426,504 | " | ||||||||
| $ | 18,359,928 | $ | 587,155 | $ | - | ($ | 78,746) | ($ | 6,335) | $ | 18,862,002 |
$ | 18,941,424 |
Note: Reductions is the difference between consideration and carrying amount of subsidiaries acquired from non-controlling interests, refer to Note 6(22) in the consolidated financial statements.
~51~
SINCERE NAVIGATION CORPORATION
SHORT-TERM LOANS
DECEMBER 31, 2023
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Type Guaranteed borrowings " " " " Unsecured borrowings " " |
Bank Mega Bank E.SUN Bank Cathay Bank Yuanta Bank Fubon Bank First Bank Taiwan Bank Chang Hwa |
Balance at December31,2023 225,000 $ 500,000 980,000 230,000 120,000 600,000 200,000 200,000 3,055,000 $ |
Term of contract |
Interest rate(%) 2.10% 1.81% 1.67% 1.75% 2.07% 1.99% 2.00% 2.03% |
LoanCommitments Collateral 225,000 $ Land, buildings, and promissory notes 1,000,000 Promissory notes, guaranteed by Heywood Limited 1,500,000 Promissory notes, deposit as collateral by Heywood Limited and Norley Corporation Inc. 500,000 Deposit as collateral by Heywood Limited 1,000,000 Deposit as collateral by Heywood Limited 600,000 Guaranteed by the chairman 200,000 Promissory notes, guaranteed by the chairman 200,000 Guaranteed by the chairman |
|---|---|---|---|---|---|
| within one year within one year within one year within one year within one year within one year within one year within one year |
~52~
SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Refer to Note 6(10) of the Financial Report.
~53~
SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023
(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 |
|---|---|
| 57,128 $ 11,906 2,114 283 1,845 1,233 92 151 4,296 439 434 1,591 134 789 1,035 4,361 21,035 |
|
| 108,866 $ |
~54~
SINCERE NAVIGATION CORPORATION DETAILS OF LABOR, DEPRECIATION AND AMORTIZATIION BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Refer to Note 6(15)(16) of the Financial Report.
~55~
Table 1
Sincere Navigation Corporation
Loans to others
For the year ended December 31, 2023
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 31,2023 Balance at December 31,2023 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 767,750 $ - $ - $ - 2 - Working capital - 2 Heywood Limited Sincere Navigation Corporation Receivables from related parties Y 922,500 512,857 512,857 - 2 - Working capital - 2 Heywood Limited Norley Corporation Inc. Receivables from related parties Y 3,370,655 3,040,290 3,040,290 - 2 - Working capital - 2 Heywood Limited Sincere Navigation Corporation (Singapore) Pte. Ltd. Receivables from related parties Y 972,900 921,300 245,373 - 2 - Working capital - 3 Elroy Maritime Service Inc. Oak Maritime (Canada) Inc. Receivables from related parties Y 5,528 - - - 2 - Working capital - |
- - - - - - - - - - |
4,765,757 $ 12,525,217 5,989,703 5,989,703 5,989,703 8,613 |
6,354,343 $ 12,525,217 5,989,703 5,989,703 5,989,703 8,613 |
The maximun amount amounted to USD 25,000 thousand for the current period, and the actual amount was USD 0 thousand at the end of year. The maximun amount amounted to USD 30,000 thousand for the current period, and the actual amount was USD 16,700 thousand at the end of year. The maximun amount amounted to USD 109,650 thousand for the current period, and the actual amount was USD 99,000 thousand at the end of year. The maximun amount amounted to USD 30,000 thousand for the current period, and the actual amount was USD 7,990 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 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, 2023
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, 2023 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2023 (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 1 1 1 1 2 2 2 3 4 5 |
Sincere Navigation Corporation ˵ ˵ Norley Corporation Inc. ˵ ˵ ˵ Heywood Limited ˵ ˵ Victory Navigation Inc. Everprime Shipping Limited Ocean Wise Limited |
Ocean Grace Limited Bridge Poiema Limited Norley Corporation Inc. Kenmore Shipping Inc. Pacifica Maritime Limited Sincere Navigation Corporation Heywood Limited Sincere Navigation Corporation Sincere Navigation Corporation Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. |
2 2 2 2 2 3 4 3 3 4 3 3 3 |
15,885,858 $ 15,885,858 15,885,858 12,525,217 12,525,217 12,525,217 12,525,217 5,989,703 5,989,703 5,989,703 734,010 730,978 807,490 |
1,096,347 $ 1,507,995 500,160 456,811 224,183 1,500,000 1,500,000 2,500,000 1,500,000 1,500,000 648,600 648,600 844,525 |
580,419 $ 1,428,015 491,360 - - 520,000 520,000 2,500,000 1,500,000 520,000 614,200 614,200 690,975 |
451,437 $ 1,106,712 - - - - - 850,000 980,000 - - - - |
$ - - - - - - - 921,300 1,077,000 - - - - |
15.74% 15.74% 15.74% 4.15% 4.15% 4.15% 4.15% 66.78% 66.78% 66.78% 83.68% 84.02% 85.57% |
39,714,645 $ 39,714,645 39,714,645 31,313,043 31,313,043 31,313,043 31,313,043 14,974,258 14,974,258 14,974,258 1,835,025 1,827,445 2,018,725 |
Y Y Y N N N N N N N N N N |
N N N N N Y N Y Y N N N N |
N N N N N N N N N N N N N |
Guarantee balance is USD 18,900 thousand Guarantee balance is USD 46,500 thousand Guarantee balance is USD 16,000 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 520,000 thousand (Note 9 and 10) Guarantee balance is USD 520,000 thousand (Note 9 and 10) Guarantee balance is USD 2,500,000 thousand (Note 10) Guarantee balance is USD 1,500,000 thousand (Note 9 and 10) Guarantee balance is USD 520,000 thousand (Note 9 and 10) Guarantee balance is USD 20,000 thousand (Note 8) Guarantee balance is USD 20,000 thousand (Note 8) Guarantee balance is USD 22,500 thousand (Note 8) |
Table 2, Page 1
Sincere Navigation Corporation
Provision of endorsements and guarantees to others For the year ended December 31, 2023
Table 2
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, 2023 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2023 (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) |
|||||||||||||
| 6 7 8 |
Poseidon Marine Ltd. Maxson Shipping Inc. Oak Maritime (Canada) Inc. |
Norley Corporation Inc. Norley Corporation Inc. Pacifica Maritime Limited |
3 3 4 |
1,076,355 $ 846,879 3,911 |
844,525 $ 844,525 560 |
690,975 $ 690,975 - |
$ - - - |
$ - - - |
64.20% 81.59% 0.00% |
2,690,888 $ 2,117,198 9,778 |
N N N |
N N N |
N N N |
Guarantee balance is USD 22,500 thousand (Note 8) Guarantee balance is USD 22,500 thousand (Note 8) Guarantee balance is USD 0 thousand |
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 USD 22.5 million.
Note 9: The Company shares the Group’s NT$1.5 billion loan facility (approximately USD 52 million) with Norley Corporation Inc. and Heywood Limited, and either Norley Corporation Inc. or Heywood Limited will pledge USD time deposits as collateral for any drawdowns by the Company. On December 31, 2023, the Company drew down NT$980 million, which was secured by time deposits of USD 35,070 thousand provided by Heywood Limited, and the Group’s remaining unused shared loan facility was NT$520 million.
Note 10: For Norely Corporation Inc., the ratio of accumulated endorsement/guarantee amount to net asset value based on the latest financial statements was 4.15% = NT$520,000 thousand/NT$12,525,217 thousand.
For Heywood Limited, the ratio of accumulated endorsement/guarantee amount to net asset value based on the latest financial statements was 66.78% = NT$(2,500,000+1,500,000) thousand/NT$5,989,703 thousand.
Table 2, Page 2
Sincere Navigation Corporation
Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital
For the year ended December 31, 2023
| For the year ended December 31, 2023 | For the year ended December 31, 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 3 Investor |
Marketable securities (Note 1) |
General ledger account |
Counterparty(Note 2) |
Relationship with the investor (Note 2) |
Balance as at January1,2023 |
Addition(Note 3) |
Disposal(Note 3) |
Expressed in thousands of NTD (Except as otherwise indicated) Balance as at December 31,2023 |
||||||
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Selling price | Book value | Gain (loss) on disposal |
Number of shares |
Amount | |||||
| Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. |
shares of Jetwall Co. , Ltd. shares of Victory Navigation Inc. shares of Sky Sea Maritime Limited |
Investment accounted for using equity method ˵ ˵ |
Apea Shipping Company Limited Success Investment Limited Langham Square Limited |
Other related party ˵ ˵ |
400 275 275 |
$ 1,083,940 (USD 35,296 thousand) $ 169 (USD 6 thousand) $ 491,682 (USD 16,011 thousand) |
100 225 225 |
$ 453,280 (USD 14,760 thousand) $ 337,810 (USD 11,000 thousand) $ 699,574 (USD 22,780 thousand) |
500 500 500 |
$ 1,537,220 (USD 50,056 thousand) $ 337,979 (USD 11,006 thousand) $ 1,191,256 (USD 38,791 thousand) |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.
Note 2: Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leave the columns blank.
Note 3: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.
Note 4: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation. Note 5: The above balances as at January 1, 2023 was translated at the closing exchange rates at the balance sheet date.
Note 6: The above amounts of addition and balance as at December 31, 2023 were translated at the closing exchange rates at the balance sheet.
Table 3
Sincere Navigation Corporation
Table 4
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more
For the year ended December 31, 2023
Expressed in thousands of NTD (Except as otherwise indicated)
If the counterparty is a related party, information as to the last transaction of
the real estate is disclosed below:
| Real estate acquired by |
Real estate acquired |
Date of the event |
Transaction amount |
Status of payment |
Counterparty | Relationship with the counterparty |
Original owner who sold the real estate to the counterparty |
Relationship between the original owner and the acquirer |
Date of the original transaction |
Amount | Basis or reference used in setting the price |
Other commitments Reason for acquisition of real estate and status of the real estate |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carmel Splendor Limited |
Sarah | 2023.6.16 | $ 887,179 (USD 28,490 thousand) |
Paid | Jiawang International Ship Lease Co., Limited |
None | - | - | - | - $ |
Tender invitation | Fleet expansion None |
Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate acquisition of should be appraised pursuant to the regulations.
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.
Table 4
Sincere Navigation Corporation
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more
For the year ended December 31, 2023
Table 5
Expressed in thousands of NTD (Except as otherwise indicated)
| Real estate disposed by |
Real estate | Transaction date of the event |
Date of acquisition |
Book value | Disposal amount | Status of collection of proceeds |
Gain (loss) on disposal |
Counterparty | Relationship with the seller |
Reason for disposal |
Basis or reference used in settingtheprice |
Other commitments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sincere Navigation Corporation (Singapore) Pte. Ltd. |
Huang Shan | 2023.3.17 | 2023.3.16 | $ 269,689 | $ 443,694 (USD 14,600 thousand) |
Collected | $ 141,008 | Gaia Shipping Ltd. | None | Replacement of vessel |
Appraisal result | - |
Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate disposed of should be appraised pursuant to the regulations.
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.
Table 5
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, 2023
| Table 6 Creditor |
Counterparty | Relationship with the counterparty |
Balance as at December 31,2023 | Turnover rate | Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date Allowance for doubtful accounts Expressed in thousands of NTD (Except as otherwise indicated) |
Amount collected subsequent to the balance sheet date Allowance for doubtful accounts Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|
| Amount | Actiontaken | |||||||
| Sincere Navigation Corporation Heywood Limited (Heywood) Heywood Limited (Heywood) Heywood Limited (Heywood) |
None Sincere Navigation Corporation Norley Corporation Inc. (Norley) Sincere Navigation Corporation (Singapore) Pte. Ltd. |
Heywood's parent company Associates Associates |
- $ 512,857 (USD 16,700 thousand) $ 3,040,290 (USD 99,000 thousand) $ 245,373 (USD 7,990 thousand) |
- - - - |
- $ - - - |
- - - - |
- $ - - - |
- $ - - - |
Table 6
Sincere Navigation Corporation
Table 7
Significant inter-company transactions during the reporting period
For the year ended December 31, 2023
Expressed in thousands of NTD
(Except as otherwise indicated)
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
Transaction | |||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets(Note 3) |
||||
| 0 0 0 1 1 2 2 2 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 Norley Corporation Inc. Sincere Navigation Corporation Heywood Limited Sincere Navigation Corporation Sincere Navigation Corporation Norley Corporation Inc. Sincere Navigation Corporation Norley Corporation Inc. Sincere Navigation Corporation (Singapore) Pte. Ltd. Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. |
1 1 1 2 3 2 2 3 2 3 3 2 2 2 2 2 |
Guarantees ˵ ˵ ˵ ˵ ˵ Guarantees (Note 6) Guarantees Other receivables ˵ ˵ Guarantees (Note 5) ˵ ˵ ˵ ˵ |
580,419 $ 1,428,015 491,360 520,000 520,000 2,500,000 1,500,000 520,000 512,857 3,040,290 245,373 614,200 614,200 690,975 690,975 690,975 |
As per the Company's policy ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
2.75% 6.76% 2.33% 2.46% 2.46% 11.84% 7.10% 2.46% 2.43% 14.40% 1.16% 2.91% 2.91% 3.27% 3.27% 3.27% |
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 USD 22.5 million.
Note 6: The Company shares the Group’s NT$1.5 billion loan facility (approximately USD 52 million) with Norley Corporation Inc. and Heywood Limited, and either Norley Corporation Inc. or Heywood Limited will pledge USD time deposits as collateral for any drawdowns by the Company. On December 31, 2023, the Company drew down NT$980 million, which was secured by time deposits of USD 35,070 thousand provided by Heywood Limited, and the Group’s remaining unused shared loan facility was NT$520 million. For Norely Corporation Inc., the ratio of accumulated endorsement/guarantee amount to net asset value based on the latest financial statements was 4.15% = NT$520,000 thousand/NT$12,525,217 thousand.
For Heywood Limited, the ratio of accumulated endorsement/guarantee amount to net asset value based on the latest financial statements was 66.78% = NT$(2,500,000+1,500,000) thousand/NT$5,989,703 thousand.
Table 7
Sincere Navigation Corporation
Information on investees
Table 8
For the year ended December 31, 2023
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 31,2023(Note 2) | at December 31,2023(Note 2) | Net profit (loss) of the investee for the year ended December 31,2023 |
Investment income (loss) recognised by the Company for the year ended December 31,2023 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December31,2023 |
Balance as at December31,2022 |
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) 1,336,192 (USD 43,510 thousand) 1,537,220 (USD 50,056 thousand) 337,979 (USD 11,006 thousand) 245,987 (USD 8,010 thousand) 322,455 (USD 10,500 thousand) 686,982 (USD 22,370 thousand) |
$ 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) |
500 500 100,000 500 500 500 500 500 500 |
100% 100% 100% 100% 100% 100% 100% 100% 100% |
12,327,296 $ 5,989,703 545,003 1,789,749 2,081,014 734,010 1,076,355 846,879 807,490 |
190,635 $ 81,281 268,315 34,003 220,116 12,617 49,434) ( 9,459) ( 646) ( |
6,957) ($ 81,281 512,849 - - - - - - |
Subsidiary Subsidiary Subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary |
Table 8, Page 1
| Investor | Investee | Location | Main business activities |
Initial investment amount (Note 1) |
Initial investment amount (Note 1) |
Shares held as | at December 31,2023(Note 2) | at December 31,2023(Note 2) | Net profit (loss) of the investee for the year ended December 31,2023 |
Investment income (loss) recognised by the Company for the year ended December 31,2023 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December31,2023 |
Balance as at December31,2022 |
Numberofshares | Ownership (%) | Bookvalue | |||||||
| Norley Corporation Inc. ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
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 Sharon Glory Limited Base Camp Limited |
Marshall Islands ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ Samoa Islands |
Oil tanker Investment holdings Maritime service Investment holdings Shipping ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ Investment holdings |
$ 2,281,446 (USD 74,290 thousand) 1,191,256 (USD 38,791 thousand) 11,670 (USD 380 thousand) 539,114 (USD 17,555 thousand) 748,096 (USD 24,360 thousand) 384,296 (USD 12,514 thousand) 618,666 (USD 20,145 thousand) 546,817 (USD 17,806 thousand) 552,871 (USD 18,003 thousand) 571,092 (USD 18,596 thousand) 42,570 (USD 1,386 thousand) 893,968 (USD 29,110 thousand) 307 (USD 10 thousand) 307 (USD 10 thousand) |
$ 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) - - |
500 500 500 500 500 500 500 500 500 500 500 500 500 10,000 |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
2,284,887 $ 1,479,157 8,613 632,074 748,142 3,378 329,382 376,234 457,256 568,398 5,820 894,796 284 307 |
99,809) ($ 40,411 3,952) ( 36,792 2,491 14,288 10,307 12,187 3,304 1,712 244 863 23) ( - |
- - - - - - - - - - - - - - |
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 Second-tier subsidiary Second-tier subsidiary |
Table 8, Page 2
| Investor | Investee | Location | Main business activities |
Initial investment amount (Note 1) |
Initial investment amount (Note 1) |
Shares held as | at December 31,2023(Note 2) | at December 31,2023(Note 2) | Net profit (loss) of the investee for the year ended December 31,2023 |
Investment income (loss) recognised by the Company for the year ended December 31,2023 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December31,2023 |
Balance as at December31,2022 |
Numberofshares | Ownership (%) | Bookvalue | |||||||
| Jetwall Co. Ltd. Victory Navigation Inc. Sky Sea Maritime Limited Elroy Maritime Service Inc. Glory Selah Limited Heywood Limited |
Everwin Maritime Limited Everprime Shipping Limited Ocean Grace Limited Oak Maritime (Canada) Inc. Bridge Poiema Limited Century Shipping Limited |
Marshall Islands ˵ ˵ Canada Marshall Islands HongKong |
Oil tanker Shipping ˵ Maritime serive Shipping Investment holdings |
$ 1,354,925 (USD 44,120 thousand) 307 (USD 10 thousand) 893,968 (USD 29,110 thousand) 9,475 (USD 308 thousand) 476,005 (USD 15,500 thousand) 15,355 (USD 500 thousand) |
$ 1,354,925 (USD 44,120 thousand) 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) |
500 500 500 1,000 500 50,000 |
100% 100% 100% 100% 100% 100% |
2,082,371 $ 730,978 1,479,521 3,911 632,736 6,664 |
220,621 13,122 40,916 4,197) ( 37,251 600) ( |
- - - - - - |
Third-tier subsidiary 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, 2023 and December 31, 2022 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, 2023 and net profit (loss) of the investee for the year ended December 31, 2023 were translated at the closing exchange rates at the balance sheet and the average exchange rates for the year ended December 31, 2023.
Table 8, Page 3
Sincere Navigation Corporation
Information on investments in Mainland China
For the year ended December 31, 2023
| Table 9 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 January1,2023 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2023 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2023 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2023 |
Net income (loss) of investee for the year ended December 31, 2023 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2023 (Note 2) |
Expressed in thousands of NTD (Except as otherwise indicated) Accumulated amount of investment income remitted back to Taiwan as of December 31, 2023 Footnote Book value of investments in Mainland China as of December 31,2023 |
Expressed in thousands of NTD (Except as otherwise indicated) Accumulated amount of investment income remitted back to Taiwan as of December 31, 2023 Footnote Book value of investments in Mainland China as of December 31,2023 |
Expressed in thousands of NTD (Except as otherwise indicated) Accumulated amount of investment income remitted back to Taiwan as of December 31, 2023 Footnote Book value of investments in Mainland China as of December 31,2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to MainlandChina |
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) |
($ 600) (RMB 137 thousand) |
100% | ($ 600) (RMB 137 thousand) |
$ 6,664 (RMB 1,537 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)
(3) Others.
Note 2: Investment income (loss) recognised during the year was based on financial statements audited by the Company's CPA.
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2023 |
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 | $ 9,531,515 |
Table 9
Sincere Navigation Corporation Major shareholders information For the year ended December 31, 2023
Table 10
| 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 10