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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.

~1~

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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Sincere Navigation Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Sincere Navigation Corporation (the “Company”) as at December 31, 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.

~2~

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

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Key audit matters

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.

~3~

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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:

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

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

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

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

~4~

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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.

~5~

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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:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. 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.

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

  4. 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.

  5. 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.

  6. 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.

~6~

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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.

~7~

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
-
18,862,002
97
103,205
1
1,501
-
7,745
-
481,916
2
19,456,369
100
$
19,551,553
100
December 31, 2022 December 31, 2022
AMOUNT
$
59,515
-
30,614
502
1,636
1,238
1,679
95,184
18,862,002
103,205
1,501
7,745
481,916
19,456,369
$
19,551,553
AMOUNT
$
123,883
10,212
29,969
425
2,152
1,238
1,349
169,228
18,359,928
102,484
146
7,840
512,530
18,982,928
$
19,152,156
%
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
1
-
-
-
-
-
-
1
96
-
-
-
3
99
100

(Continued)

~8~

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
$
3,055,000
16
$
1,595,000
8
28,304
-
19,600
-
7
155
-
10,622
-
48,287
-
-
-
3,131,746
16
1,625,222
8
7
512,857
3
1,689,050
9
6(6)
21,092
-
12,413
-
533,949
3
1,701,463
9
3,665,695
19
3,326,685
17
6(7)
5,853,533
30
5,853,533
31
6(8)
165,592
1
243,785
1
6(9)
3,276,282
17
3,256,327
17
898,413
4
2,684,372
14
6,596,786
34
4,685,867
25
(
904,748) (
5) (
898,413) (
5 )
15,885,858
81
15,825,471
83
9
11
$
19,551,553
100
$
19,152,156
100
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.

~9~

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
$
60,956
100
$
127,635
100
6(15)(16) and 7(
9)
- (
44,614) (
35)
60,947
100
83,021
65
6(15)(16)
(
108,866) (
179) (
96,005) (
75)
(
47,919) (
79) (
12,984) (
10)
6(11)
11,808
19
1,768
1
6(12) and 7
1,768
3
10,262
8
6(13)
(
13,130) (
21) (
171,480) (
134)
6(14)
(
45,100) (
74) (
15,785) (
12)
6(2)
587,155
963
346,964
272
542,501
890
171,729
135
494,582
811
158,745
125
6(17)
(
50,284) (
82)
38,413
30
$
444,298
729
$
197,158
155
6(6)
($
8,382) (
14) $
2,991
2
6(17)
1,676
3 (
598)
-
(
6,335) (
11)
1,785,959
1399
$
431,257
707
$
1,985,510
1556
6(18)
$
0.76
$
0.34
6(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.

~10~

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
$ 5,610,398
197,158
2,393
199,551
(
70,430 )
(
468,299 )
(
585,353 )
-
$ 4,685,867
$ 4,685,867
444,298
(
6,706 )
437,592
(
19,955 )

1,785,959
(
292,677 )
-
-
$ 6,596,786
($ 2,684,372 )
-
1,785,959
1,785,959
-
-
-
-
($
898,413 )
($
898,413 )
-
(
6,335 )
(
6,335 )
-
-
-
-
-
($
904,748 )
$ 14,424,732
197,158
1,788,352
1,985,510
-
-
(
585,353 )
582
$ 15,825,471
$ 15,825,471
444,298
(
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.

~11~

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 $
158,745
6(15)
1,591
34,486
6(15)
134
103
6(11)
(
2,491 ) (
968 )
6(4)(11)
(
9,317 ) (
800 )
6(14)
45,100
15,785
6(2)
(
587,155 ) (
346,964 )
6(3)(13)
36
-
-
133,402
10,212
52,809
4
25,111
516
1,523
(
330 )
15,520
- (
49,455 )
6,618 (
11,018 )
(
10,467 ) (
179,448 )
297 (
8,194 )
(
50,670 ) (
159,363 )
2,410
633
(
226 ) (
93,933 )
(
48,486 ) (
252,663 )
6(3)
(
2,348 ) (
17,856 )
(
1,489 )
-
- (
2,998 )
(
3,837 ) (
20,854 )
6(19)
1,460,000
745,000
39,462
3,336
(
43,014 ) (
15,030 )
6(19)
- (
473 )
6(9)
(
292,677 ) (
585,353 )
553
582
6(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.

~12~

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.

~13~

(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:

==> picture [485 x 48] intentionally omitted <==

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

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----

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

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

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

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

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

(4) Classification of current and non-current items

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

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

  • (b) Assets held mainly for trading purposes;

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

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

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

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

  • (b) Liabilities arising mainly from trading activities;

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

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

(5) 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

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

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

(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

~16~

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.

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

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

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

(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.

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(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.

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  • 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
USDNTD
17,829
$ 30.71
547,535
$ Investments accounted for
under equity method
USDNTD
614,197
$ 30.71
18,862,002
$ Financial liabilities
Monetary items
USDNTD
16,705
$ 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
USDNTD
17,829
$ 30.71
547,535
$ Investments accounted for
under equity method
USDNTD
614,197
$ 30.71
18,862,002
$ Financial liabilities
Monetary items
USDNTD
16,705
$ 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
USDNTD
17,829
$ 30.71
547,535
$ Investments accounted for
under equity method
USDNTD
614,197
$ 30.71
18,862,002
$ Financial liabilities
Monetary items
USDNTD
16,705
$ 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