AI assistant
SNC — Audit Report / Information 2024
Nov 8, 2024
52159_rns_2024-11-08_cf7160f8-f25e-4346-8139-f55196530a57.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2024 AND 2023
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~
==> picture [142 x 59] intentionally omitted <==
INDEPENDENT AUDITORS’ REPORT
Opinion
We have audited the accompanying consolidated balance sheets of Sincere Navigation Corporation and subsidiaries (the “Group”) as at December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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
==> picture [142 x 59] intentionally omitted <==
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matter for the Group’s 2024 consolidated financial statements is as follows:
Impairment of vessels and equipment
Description
Refer to Notes 4(14), 5(2) and 6(5) for the accounting policy, accounting estimates and assumptions applied on impairment of property, plant and equipment and related impairment explanation.
The Group engages in bulk and crude oil shipping service. Vessels are the Group’s significant operating assets. Bulk shipping service is closely related with the demand for bulk commodities, and significantly affected by the global economy. Therefore, the impairment of vessels is the Group’s material risk. The impairment is assessed by the management by comparing the book value to the recoverable amount based on the analysis of industry dynamics and the Group’s operating plan. As at December 31, 2024, vessel equipment amounted to NT$15,042,741 thousand, constituting 67% of total assets.
The main assumptions adopted in measuring the recoverable amount are subject to management’s judgement, which include the estimation of residual value, useful life, future freight rate and the rate used to discount projected future cash flows. The results of accounting estimates have a significant effect in determining the recoverable amount. Therefore, we considered the impairment of vessels and equipment as a key audit matter.
~3~
==> picture [142 x 59] intentionally omitted <==
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained the information that management used to assess whether there was any 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.
-
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 the subsequent information within a certain period to compare with the original plan.
-
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.
-
Checked the parameters and the formula used in the valuation model.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Sincere Navigation Corporation as at and for the years ended December 31, 2024 and 2023.
~4~
==> picture [142 x 59] intentionally omitted <==
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 consolidated financial statements.
~5~
==> picture [142 x 59] intentionally omitted <==
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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
~6~
==> picture [142 x 59] intentionally omitted <==
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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
[Liao, Fu-Ming ]
For and on Behalf of PricewaterhouseCoopers, Taiwan March 12, 2025
------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated 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 consolidated 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.
~7~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Assets | Notes 6(1) 6(2) and 8 6(13) 8 6(2) 6(3)(8) and 8 6(4) 6(20) 8 |
December 31, 2024 AMOUNT % $3,098,099143,274,33115--467,7692185,0811--50,991-39,111-66,448-7,181,83032--15,149,327689,007-7,126-17,282-15,182,74268$22,364,572100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
AMOUNT$3,098,0993,274,331-467,769185,081-50,99139,11166,4487,181,830-15,149,3279,0077,12617,28215,182,742$22,364,572 |
AMOUNT$1,974,1072,420,25652,497508,107182,7501,23870,38631,051148,7665,389,1581,438,58514,247,98015,1437,74517,06415,726,517$21,115,675 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Current financial assets at amortised cost 1140 Current contract assets 1170 Accounts receivable 1200 Other receivables 1220 Current tax assets 130X Bunker inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1535 Non-current financial assets at amortised cost 1600 Property, plant and equipment 1755 Right-of-use assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
912-31---1 |
|||
26 |
||||
767--- |
||||
74 |
||||
100 |
(Continued)
~8~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Liabilities and equity | Notes 6(7) 6(13) 6(9) 7 6(8) 6(8) 6(9) 6(10) 6(11) 6(12) 9 11 |
December 31, 2024 December 31, 2023 AMOUNT % AMOUNT % $3,315,00015$3,055,0001545,541-52,939-283,1381410,391248,762-68,532127,815-48,287-4,712-5,965-137,7181271,78313,862,686173,912,89719206,57711,286,36564,812-9,463-33,551-21,092-244,94011,316,92064,107,626185,229,817255,853,533265,853,53328165,5761165,59213,320,041153,276,28215904,7484898,41347,609,188346,596,78631403,8602 (904,748) (4 )18,256,9468215,885,85875$22,364,572100$21,115,675100 |
|---|---|---|
AMOUNT$3,315,00045,541283,13848,76227,8154,712137,7183,862,686206,5774,81233,551244,9404,107,6265,853,533165,5763,320,041904,7487,609,188403,86018,256,946$22,364,572 |
||
| Current liabilities 2100 Short-term borrowings 2130 Current contract liabilities 2200 Other payables 2220 Other payables - related party 2230 Current income tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent 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 unrecognized contractual commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
~9~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXPECT EARNINGS PER SHARE)
| Items | Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(13) and 7 $4,412,174100$4,028,6591006(18)(19) and 7 (3,082,587) (70) (3,334,823) (83)1,329,58730693,836176(18)(19) and 7 (345,084) (8) (268,681) (7)12(2) (2,964)-(3,824)-(348,048) (8) (272,505) (7)981,53922421,331106(14) 240,3906222,92256(15) 10,132-476-6(16) (11,996)-(47,564) (1)6(17) (92,815) (2) (96,061) (2)145,711479,77321,127,25026501,104126(20) (28,949) (1) (50,312) (1)1,098,30125450,792116(6) 400,708972,4402$1,499,00934$523,232136(9) $3,128-($8,382)-6(20) (626)-1,676-1,308,6083034,0821$1,311,11030$27,3761$2,810,11964$550,60814$1,499,00934$444,29811--78,9342$1,499,00934$523,23213$2,810,11964$431,25711--119,3513$2,810,11964$550,608146(21) $1.88$0.680.680.08$2.56$0.766(21) $1.88$0.680.680.08$2.56$0.76 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6200 General and administrative expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8000 Profit for the year from continuing operations 8100 Profit for the year from discontinued operations 8200 Profit for the year Other comprehensive income 8311 Actuarial gain (loss) on defined benefit plans 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 8300 Total other comprehensive income for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Basic earnings per share 9710 Basic earnings per share from continuing operations 9720 Basic earnings per share from discontinued operations 9750 Total basic earnings per share Diluted earnings per share 9810 Diluted earnings per share from continuing operations 9820 Diluted earnings per share from discontinued operations 9850 Total diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
~10~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the year ended December 31, 2023 Balance at January 1, 2023 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriations of 2022 earnings: Legal reserve Special reserve Cash dividends Change in non-controlling interest Overdue unclaimed cash dividends Difference between consideration and carrying amount of subsidiaries acquired Balance at December 31, 2023 For the year ended December 31, 2024 Balance at January 1, 2024 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriations of 2023 earnings: Legal reserve Special reserve Cash dividends Claiming overdue unclaimed cash dividends Balance at December 31, 2024 |
Notes | Equity attr | ib | utable to owners o | f t | he parent | Non-controlling interest |
Total equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Capital Reserves | Retained Earnings | Financial statements translation differences of foreign operations |
Total | ||||||||||||||||||
| Treasury stock transactions |
Difference between consideration and carrying amount of subsidiaries acquired |
Others | Legal reserve | Special reserve | Unappropriated retained earnings |
|||||||||||||||||
6(12) 6(12) |
$ 5,853,533---------$ 5,853,533$ 5,853,533-------$ 5,853,533 |
$39,243---------$39,243$39,243-------$39,243 |
$199,339--------(78,746 )$120,593$120,593-------$120,593 |
$5,203-------553-$5,756$5,756------(16 )$5,740 |
$ 3,256,327 - -- 19,955- ----$ 3,276,282 $ 3,276,282 - -- 43,759---$ 3,320,041 |
$ 2,684,372----(1,785,959 ) ----$898,413$898,413----6,335--$904,748 |
$ 4,685,867444,298(6,706 )437,592(19,955 )1,785,959(292,677 )---$ 6,596,786$ 6,596,7861,499,0092,5021,501,511(43,759 )(6,335 )(439,015 )-$ 7,609,188 |
($898,413 ) - (6,335 ) (6,335 ) --- --- ($904,748 ) ($904,748 ) - 1,308,6081,308,608 --- - $403,860 |
$ 15,825,471444,298(13,041 ) 431,257--(292,677 ) -553(78,746 ) $ 15,885,858$ 15,885,8581,499,0091,311,1102,810,119--(439,015 ) (16 ) $ 18,256,946 |
$ 1,644,02178,93440,417119,351--(30,390 )(1,811,728 )-78,746$-$--------$- |
$ 17,469,492523,23227,376550,608--(323,067 )(1,811,728 )553-$ 15,885,858$ 15,885,8581,499,0091,311,1102,810,119--(439,015 )(16 )$ 18,256,946 |
The accompanying notes are an integral part of these consolidated financial statements.
~11~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit from continuing operations before tax Profit from discontinued operations before tax Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortisaton Impairment loss determined in accordance with IFRS 9 Interest income Interest expense Gain on disposal of property, plant and equipment Impairment loss recognised in profit or loss, property, plant and equipment Changes in operating assets and liabilities Changes in operating assets Current contract assets Accounts receivable Other receviables Bunker inventories Prepayments Changes in operating liabilities Current contract liabilities Other payables Other payables - related parties Accrued pension liabilities Cash inflow generated from operations Interest received Income tax paid Income tax refund Net cash flows from operating activities |
For the years ended December 31, Notes 2024 2023 $1,127,250 $501,1046(6) 400,70872,4401,527,958573,5446(18) 1,566,1441,435,2696(18) 54813412(2) 2,9643,850( 368,547 ) ( 358,499 )131,179175,465( 282,022 ) ( 144,469 )6(5) -71,64552,497 ( 362 )37,311126,962( 3,308 ) ( 128,362 )19,39561,331( 8,060 ) 12,205( 7,398 ) 13,479( 37,446 ) 70,706( 19,770 ) 54,57915,5872972,627,0321,967,774370,286350,779( 49,556 ) ( 7,530 )1,294-2,949,0562,311,023 |
|---|---|
(Continued)
~12~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortised cost Collection of principal of financial assets at amortised cost Decrease (increase) in other current assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease (increase) in refundable deposits Early redemption of financial assets at amortised cost Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Repayment of principal of lease liability Repayment of long-term borrowings Cash payment of interest Cash dividends paid (Claiming) overdue unclaimed cash dividends Net cash flow from acquisition of subsidiaries Net cash flows used in financing activities Effect of changes in foreign exchange rate Net increase (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 ended December 31, Notes 2024 2023 ($810,240 ) ($1,793,628 )53,489121,26382,318 ( 13,735 )6(23) ( 1,983,053 ) ( 1,354,718 )683,571434,662- ( 1,489 )381 ( 852 )1,601,509-( 372,025 ) ( 2,608,497 )6(24) 260,0001,460,0006(24) ( 6,123 ) ( 5,933 )6(24) ( 1,292,026 ) ( 739,034 )( 139,445 ) ( 177,970 )6(12) ( 439,015 ) ( 323,067 )( 16 ) 5536(22) - ( 1,811,728 )( 1,616,625 ) ( 1,597,179 )163,58674,2631,123,992 ( 1,820,390 )1,974,1073,794,497$3,098,099 $1,974,107 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
~13~
SINCERE NAVIGATION CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(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 8, 1989. The Company and its subsidiaries (collectively referred herein as the “Group”) are engaged in bulk shipping, tug and barge services, and operating a shipping agency.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorised for issuance by the Board of Directors on March 12, 2025.
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 2024 are as follows:
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| 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 Group’s financial condition and financial performance based on the Group’s assessment.
~14~
(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but
not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2025 are as follows:
| not yet adopted by the Group New standards, interpretations and amendments endorsed by the ollows: |
FSC effective from 2025 are as |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations andAmendments | StandardsBoard |
| Amendments to IAS 21, ‘Lack of exchangeability’ | January 1, 2025 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’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:
| New standards, interpretations and amendments issued by IASB but Accounting Standards as endorsed by the FSC are as follows: |
not yet included in the IFRS |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations andAmendments | Standards Board |
| Amendments to IFRS 9 and IFRS 7, ‘Amendments to the | January 1, 2026 |
| classification and measurement of financial instruments’ | |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing | January 1, 2026 |
| nature-dependent electricity’ | |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of | To be determined by |
| assets 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’ | |
| IFRS 18, ‘Presentation and disclosure in financial statements’ | January 1, 2027 |
| IFRS 19, ‘Subsidiaries without public accountability: disclosures’ | January 1, 2027 |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. IFRS 18, ‘Presentation and disclosure in financial statements’
IFRS 18, ‘Presentation and disclosure in financial statements’ replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to managementdefined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
~15~
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, 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”).
(2) Basis of preparation
-
A. Except for the following items, the consolidated 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 IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group 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. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
~16~
-
(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.
-
B. Subsidiaries included in the consolidated financial statements:
-
(a) Norley Corporation Inc. (Norley)
Norley, a wholly-owned subsidiary of Sincere Navigation Corporation, was established in Liberia and is engaged in investment holdings. The following are the subsidiaries of Norley:
| Name of investor Name of subsidiary Norley Poseidon Marine Ltd. " Kenmore Shipping Inc. " Maxson Shipping Inc. " Ocean Wise Limited " Jetwall Co. Ltd. (Jetwall) " Victory Navigation Inc. (Victory) " Pacifica Maritime Limited " Sky Sea Maritime Limited (Sky Sea) " Elroy Maritime Services Inc. (Elory) " Glory Selah Limited (Glory) " Steady Way Limited (Steady) " 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 " Based Camp Limited (Based Camp) " Delight Way Limited " Majestic Bloom Limited Jetwall Everwin Maritime Limited Victory Everprime Shipping Limited Sky Sea Ocean Grace Limited Elroy Oak Maritime (Canada) Inc. Glory Bridge Poiema Limited Base Camp Haihu Maritime Service (Shanghai) Co.,Ltd. |
Main business activities |
Ownership (%) | Ownership (%) | Description |
|---|---|---|---|---|
| December 31, 2024 |
December 31, 2023 |
|||
| Shipping Oil tanker Shipping Shipping Investment holdings Investment holdings Oil tanker Investment holdings Maritime service Investment holdings Shipping Shipping Shipping Shipping Shipping Shipping Shipping Shipping Shipping Investment holdings Shipping Shipping Oil tanker Shipping Shipping Maritime service Shipping Maritime service |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - - 100% 100% 100% 100% 100% - |
Note 1 Note 2 Note 3 Note 4 Note 9 Note 9 Note 5 Note 6 Note 7 Note 8 |
Note 1: On December 1, 2023, the Group acquired an additional 20% of shares of its subsidiary - Jetwall Co., Ltd. (originally held 80% of its shares) for a consideration of $464,497 (USD $14,760 thousand). The carrying amount of non-controlling interest was $423,803 (USD $13,467 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $423,803 (USD
~17~
$13,467 thousand) and a decrease in the equity attributable to owners of the parent by $40,694 (USD $1,293 thousand). The payment had been settled on December 1, 2023.
-
Note 2: On December 1, 2023, the Group acquired an additional 45% of shares of its subsidiary - Victory Navigation Inc. (originally held 55% of its shares) for a consideration of $346,170 (USD $11,000 thousand). The carrying amount of noncontrolling interest was $338,189 (USD $10,746 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $338,189 (USD $10,746 thousand) and a decrease in the equity attributable to owners of the parent by $7,981 (USD $254 thousand). The payment had been settled on December 1, 2023.
-
Note 3: On December 1, 2023, the Group acquired an additional 45% of shares of its subsidiary - Sky Sea Maritime Limited (originally held 55% of its shares) for a consideration of $716,887 (USD $22,780 thousand). The carrying amount of noncontrolling interest was $680,902 (USD $21,637 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $680,902 (USD $21,637 thousand) and a decrease in the equity attributable to owners of the parent by $35,985 (USD $1,143 thousand) . The payment had been settled on December 1, 2023.
-
Note 4: On December 1, 2023, the Group acquired an additional 45% of shares of its subsidiary - Glory Selah Limited (originally held 55% of its shares) for a consideration of $284,174 (USD $9,030 thousand). The carrying amount of noncontrolling interest was $290,088 (USD $9,218 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $290,088 (USD $9,218 thousand) and a increase in the equity attributable to owners of the parent by $5,914 (USD $188 thousand). The payment had been settled on December 1, 2023.
-
Note 5: Base Camp Limited was established in Samoa Islands on November 14, 2023.
-
Note 6: Delight Way Limited was established in Marshall Islands on April 16, 2024. Note 7: Majestic Bloom Limited was established in Marshall Islands on April 16, 2024.
-
Note 8: Due to organizational restructuring, Century Shipping Limited transferred its subsidiary – Haihu Maritime Service (Shanghai) Co., Ltd. to Based Camp Limited on July 1, 2024.
-
Note 9: Clifford Navigation Corporation and Keystone Shipping Co., Ltd. ceased operations and were liquidated on August 19, 2024.
~18~
(b) Heywood Limited (Heywood)
Heywood, a wholly-owned subsidiary of Sincere Navigation Corporation, was established in Marshall Islands and is engaged in investment holdings. The following are the subsidiaries of Heywood:
| Name of investor Name of subsidiary Heywood Century Shipping Limited (Century) Century Haihu Maritime Service (Shanghai) Co., Ltd. |
Main business activities | Ownership (%) | Ownership (%) | Description |
|---|---|---|---|---|
| December 31,2024 |
December 31,2023 |
|||
| Investment holdings Maritime service |
100% - |
100% 100% |
Note |
Note: Due to organizational restructuring, Century Shipping Limited transferred its subsidiary – Haihu Maritime Service (Shanghai) Co., Ltd. to Based Camp Limited on July 1, 2024.
-
(c) Sincere Navigation Corporation (Singapore) Pte. Ltd. (Singapore Company)
- Singapore Company, a wholly-owned subsidiary of Sincere Navigation Corporation, was established in Singapore on June 9, 2022, and is engaged in shipping services.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group:
-
As of December 31, 2024 and 2023, the non-controlling interest amounted to $0. The table below presented profit or loss in non-controlling interests for the period ended November 30, 2023. The non-controlling interest had been repatriated on December 1, 2023. Related information is provided in Note 6(22).
Statements of comprehensive income
| Revenue Profit before income tax Income tax expense Profit for the year Other comprehensive loss, net of tax Total comprehensive income for the year Comprehensive income attributable to non- controlling interest Dividends paid to non-controlling interest |
JetwallCo.Ltd. | JetwallCo.Ltd. |
|---|---|---|
| Forthe years endedDecember31, | ||
| 2024 2023 - $ 352,230 $ - 206,755 - - - 206,755 - 4,520) ( - $ 202,235 $ - $ 50,682 $ - $ 30,390 $ |
2023 | |
| 352,230 $ |
||
| 206,755 - |
||
| 202,235 $ |
||
| 50,682 $ |
||
| 30,390 $ |
~19~
Revenue
Profit before income tax Income tax expense Profit for the year Other comprehensive loss, net of tax Total comprehensive income for the year Comprehensive income attributable to non-controlling interest Dividends paid to non-controlling interest
Revenue
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive loss, net of tax Total comprehensive income for the year Comprehensive income attributable to non-controlling interest Dividends paid to non-controlling interest
Revenue
Profit before income tax
Income tax expense Profit for the year
Other comprehensive loss, net of tax Total comprehensive income for the year Comprehensive income attributable to non-controlling interest Dividends paid to non-controlling interest
| Victory Navigation Inc. | Victory Navigation Inc. | ||
|---|---|---|---|
| For theyears ended December | 31, | ||
| 2024 | 2023 | ||
| $ | - | $ | 184,678 |
| - | 11,979 | ||
| - | - | ||
| - | 11,979 | ||
| - | ( | 169) |
|
| $ | - | $ | 11,810 |
| $ | - | $ | 13,482 |
| $ | - | $ | - |
| Sky Sea Maritime Limited | Sky Sea Maritime Limited | ||
|---|---|---|---|
| Forthe years endedDecember | 31, | ||
| 2024 | 2023 | ||
| $ | - | $ | 457,683 |
| - | 37,792 | ||
| - | - | ||
| - | 37,792 | ||
| - | ( | 534) |
|
| $ | - | $ | 37,258 |
| $ | - | $ | 33,210 |
| $ | - | $ | - |
| Glory Selah Limited | Glory Selah Limited | Glory Selah Limited | |
|---|---|---|---|
| Forthe years ended | December31, | ||
| 2024 | 2023 | ||
| $ | - | $ | - |
| - | 33,747 | ||
| - | - | ||
| - | 33,747 | ||
| - | ( | 477) |
|
| $ | - | $ | 33,270 |
| $ | - | $ | 21,977 |
| $ | - | $ | - |
~20~
(4) Foreign currency translation
-
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Group’s functional and the Group’s presentation currency.
-
A. 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 re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary 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.
-
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
-
-
B. Translation of foreign operations
-
The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
(a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
(b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
(c) All resulting exchange differences are recognised in other comprehensive income.
-
-
(5) 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.
-
~21~
-
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) It does not have the right at the end of the reporting period to defer settlement of the liability at least twelve months after the reporting period.
(6) 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.
(7) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
-
D. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
(8) Accounts receivable
-
A. Accounts receivable entitle the Group 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.
(9) Impairment of financial assets
For debt instruments measured at financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
~22~
(10) Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(11) Bunker inventories
Inventories are bunker inventories remaining on the vessel at year end. The bunker inventories are determined using the first-in, first-out (FIFO) method.
(12) 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 Group 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 3 ~ 42 years Vessels and equipment 2.5 ~ 20 years Office equipment 3 ~ 8 years
-
(13) Leasing arrangements (lessee) - right-of-use assets and lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments.
- The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
~23~
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
-
(a) The amount of the initial measurement of lease liability; and
-
(b) Any lease payments made at or before the commencement date.
- The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
-
-
D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.
-
(14) Impairment of non-financial assets
The Group 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 recognising 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.
-
(15) Borrowings
-
A. 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.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
(16) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(17) 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 plans
For defined contribution plans, the contributions are recognised as pension expense when
~24~
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 plans
- 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 Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans 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 plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
C. Employees’ compensation and directors’ and supervisors’ remuneration
- Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
-
(18) 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 Group 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 consolidated 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 and does not give rise to equal taxable and deductible temporary differences. 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 Group 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
~25~
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.
(19) 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) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Board of Directors.
(21) Revenue recognition
Revenue recognition of services
Revenue from providing services is recognised in the accounting period in which the services are rendered. For contract, 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.
- (22) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
- CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’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 Group’s accounting policies
-
None.
(2) Critical accounting estimates and assumptions
-
Impairment assessment of tangible assets
-
The Group 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 Group strategy might cause
~26~
material impairment on assets in the future.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposit |
December31,2024 December31,2023 76 $ 376 $ 1,343,267 528,468 1,754,756 1,445,263 3,098,099 $ 1,974,107 $ |
|---|---|
-
A. The Group 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 Group’s cash and cash equivalents pledged to others as collateral were classified as other current assets and other non-current assets. Related information is provided in Note 8.
(2) Financial assets at amortised cost
| Items Current items: Time deposits with maturity over three months Pledged time deposits Bareboat charter (Note) Non-current items: Bareboat charter (Note) |
December31,2024 5,412 $ 3,268,919 - 3,274,331 $ - $ |
December31,2023 293,413 $ 1,998,300 128,543 |
|---|---|---|
| 2,420,256 $ |
||
| 1,438,585 $ |
- Note: The Group purchased the vessel externally and entered into a bareboat charter agreement with the same counterparty at the same time. In accordance with the agreement, the seller can buy back the vessel at the contract price during the contract period. Under IFRS 15, as the Group did not obtain control over the vessel, the consideration paid shall be recognised as financial assets in accordance with IFRS 9.
Details of disposals are provided in Note 6(6)B.
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| below: | |||||
|---|---|---|---|---|---|
| For theyears ended | December31, | ||||
| 2024 | 2023 | ||||
| Interest income | $ | 256,256 |
$ | 180,748 |
|
| Less: Interest income charge | |||||
| from discontinued operations | ( | 120,839) |
( | 111,817) |
|
| $ | 135,417 | $ | 68,931 |
~27~
-
B. Information about financial assets at amortised cost that were pledged to others as collateral is provided in Note 8.
-
C. As at December 31, 2024 and 2023, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group were $3,274,331 and $3,858,841, respectively.
~28~
(3) Property, plant and equipment
| At January 1, 2024 Cost Accumulated depreciation Accumulated impairment 2024 Opening net book amount Additions Transfers Disposals Retirement - cost Retirement - accumulated depreciation Depreciation Net exchange differences Closing net book amount At December 31, 2024 Cost Accumulated depreciation Accumulated impairment |
Land 90,215 $ - - 90,215 $ 90,215 $ - - - - - - - 90,215 $ 90,215 $ - - 90,215 $ |
Buildings and structures |
Vessels and equipment |
Office equipment |
Unfinished construction and equipment under acceptance |
Leasehold improvements Total 1,027 $ 28,227,229 $ 256) ( 13,506,315) ( - 472,934) ( 771 $ 14,247,980 $ 771 $ 14,247,980 $ - 1,899,684 - - - 395,431) ( - 349,849) ( - 349,849 537) ( 1,559,787) ( 40 956,881 274 $ 15,149,327 $ 1,097 $ 30,337,910 $ 823) ( 14,683,617) ( - 504,966) ( 274 $ 15,149,327 $ |
|
|---|---|---|---|---|---|---|---|
| 30,818 $ 19,617) ( - 11,201 $ 11,201 $ - - - - - 1,328) ( - 9,873 $ 30,818 $ 20,945) ( - 9,873 $ |
28,092,065 $ 13,477,882) ( 472,934) ( 14,141,249 $ 14,141,249 $ 1,895,023 2,236 395,397) ( 349,849) ( 349,849 1,556,996) ( 956,626 15,042,741 $ 30,200,880 $ 14,653,173) ( 504,966) ( 15,042,741 $ |
10,966 $ 8,560) ( - 2,406 $ 2,406 $ 402 - 34) ( - - 926) ( 26 1,874 $ 10,550 $ 8,676) ( - 1,874 $ |
2,138 $ - - 2,138 $ 2,138 $ 4,259 2,236) ( - - - - 189 4,350 $ 4,350 $ - - 4,350 $ |
~29~
| At January 1, 2023 Cost Accumulated depreciation Accumulated impairment 2023 Opening net book amount Additions Disposals Retirement - cost Retirement - accumulated depreciation Impairment loss Reversal of impairment loss Depreciation Net exchange differences Closing net book amount At December 31, 2023 Cost Accumulated depreciation Accumulated impairment |
Land 90,215 $ - - 90,215 $ 90,215 $ - - - - - - - - 90,215 $ 90,215 $ - - 90,215 $ |
Buildings and structures |
Vessels and equipment |
Office equipment |
Unfinished construction and equipment under acceptance |
||
|---|---|---|---|---|---|---|---|
| 28,952 $ 18,600) ( - 10,352 $ 10,352 $ 1,866 - - - - - 1,017) ( - 11,201 $ 30,818 $ 19,617) ( - 11,201 $ |
27,941,575 $ 13,076,490) ( 402,301) ( 14,462,784 $ 14,462,784 $ 1,449,849 276,433) ( 200,671) ( 200,671 186,900) ( 115,255 1,427,912) ( 4,606 14,141,249 $ 28,092,065 $ 13,477,882) ( 472,934) ( 14,141,249 $ |
10,676 $ 8,343) ( - 2,333 $ 2,333 $ 899 66) ( - - - - 758) ( 2) ( 2,406 $ 10,966 $ 8,560) ( - 2,406 $ |
2,138 $ - - 2,138 $ 2,138 $ - - - - - - - - 2,138 $ 2,138 $ - - 2,138 $ |
~30~
-
A. The estimated useful lives of the Group’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. Impairment information about the propert, plant and equipment provided in Note 6(5).
-
(4) Leasing arrangements – lessee
-
A. The Group leases various assets including buildings and office equipment. Rental contracts are typically made for approximately 2~3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Buildings Other equipment Buildings Other equipment |
December31,2024 December31,2023 Carrying amount Carrying amount 8,909 $ 15,059 $ 98 84 9,007 $ 15,143 $ For theyears ended December31, |
December31,2023 Carrying amount |
|---|---|---|
| 15,059 $ 84 |
||
| 15,143 $ |
||
| 2024 Depreciationcharge 6,268 $ 89 6,357 $ |
2023 | |
| Depreciationcharge | ||
| 5,231 $ 91 |
||
| 5,322 $ |
-
C. For the years ended December 31, 2024 and 2023, the additions to right-of-use assets were $105 and $15,728, respectively.
-
D. Except for the depreciation, other information on income and expense accounts relating to lease contracts is as follows:
| contracts is as follows: | ||
|---|---|---|
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Expense on low-value assets lease contracts |
2024 2023 547 $ 291 $ 4,790 5,282 136 45 For theyears ended December31, |
|
| 2023 291 $ 5,282 45 |
- E. For the years ended December 31, 2024 and 2023, the Group’s total cash outflow for leases were $11,596 and $11,551, respectively.
~31~
(5) Impairment of non-financial assets
- A. The Group recognised impairment loss amounting to $0 and $71,645 for the years ended December 31, 2024 and 2023, respectively. Details of the loss are as follows:
| Forthe years endedDecember31, | Forthe years endedDecember31, | Forthe years endedDecember31, | |||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Recognised in other | Recognised in other | ||||||
| Recognised | in | comprehensive | Recognised in | comprehensive | |||
| profit or loss | income | profit or loss | income | ||||
| Impairment loss-Vessels | |||||||
| and equipment-net | $ | - | $ | - |
71,645 $ |
$ | - |
- B. The impairment loss reported by operating segments is as follows:
| Forthe years ended | Forthe years ended | December31, | December31, | |||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| Recognised in other | Recognised in other | |||||||
| Recognised | in | comprehensive | Recognised in | comprehensive | ||||
| profit or loss | income | profit or loss | income | |||||
| Bulk carrier | $ | - |
$ | - |
$ | 186,900 |
$ | - |
| Oil tanker | - | - |
( | 115,255) |
- | |||
| $ | - | $ | - |
$ | 71,645 | $ | - |
-
C. An impairment loss was recognised on the vessel “Yue Shan” held by the Group’s second-tier subsidiary “Poseidon Marine Ltd.”, whose recoverable amount was lower than the book value. The Group wrote down the carrying amount of the asset based on the recoverable amount, and recognised impairment losses of $186,900 (USD 6,000 thousand) in the second quarter of 2023. The recoverable amount is the value-in-use of the cash-generating unit, which is estimated by discounted cash flow method. The projected cash flow had reflected the changing demand for services. The discounted rate for measurement was 10.26% for the year ended December 31, 2023.
-
D. An impairment loss was recognised on the vessel “Maxim” held by the Group’s third-tier subsidiary “Everwin Maritime Limited”, whose recoverable amount was higher than the book value. The Group wrote up the carrying amount of the asset based on the recoverable amount, and recognised a reversal of impairment loss of $115,255 (USD 3,700 thousand) in the second quarter in 2023. The recoverable amount is the value-in-use of the cash-generating unit, which is estimated by discounted cash flow method. The projected cash flow had reflected the changing demand for services. The discount rate for measurement was 10.26% for the year ended December 31, 2023.
(6) Discontinued operations
- A. On April 23, 2024, the Board of Directors of the third-tier subsidiary, Everprime Shipping Limited, resolved to sell and transfer the vessel
“Heng Shan” to its associate- Sincere Navigation
~32~
Corporation (Singapore) Pte. Ltd., when the current shipments are discharged from the vessel, based on the carrying amount of the vessel on the return date of the vessel by the charter. The transaction was settled on April 23, 2024 upon the delivery of the vessel as per the agreement. However, on April 30, 2024, the Board of Directors of Sincere Navigation Corporation (Singapore) Pte. Ltd., resolved to sell the vessel “ Heng Shan ” and entered into a sale agreement with an external third party, Mercury Wealth Shipping Limited. On April 30, 2024, the disposal of the vessel met the definition of discontinued operations and “Heng Shan” was classified as a discontinued operation. The transaction was completed on May 30, 2024 upon the delivery of the vessel as per the agreement.
- (a) The cash flow information of the discontinued operation, Heng Shan, is as follows:
| Operating cash flows Investing cash flows Financing cash flows Total cash flows |
For the years ended December 31, | For the years ended December 31, |
|---|---|---|
| 2024 102,726 $ 683,559 - 786,285 $ |
2023 | |
| 123,310 $ - 4,825 |
||
| 128,135 $ |
- (b) The financial performance information of the discontinued operation, Heng Shan, is as follows:
| For theyears ended | For theyears ended | December | 31, | |||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Profit or loss for the year from discontinued | ||||||
| operations | ||||||
| Revenue | $ | 131,628 |
$ | 201,189 |
||
| Cost | ( | 81,619) |
( | 194,287) |
||
| Gross profit from discontinued operations | 50,009 | 6,902 | ||||
| Operating expenses | - | ( | 750) |
|||
| Operating profit from discontinued | 50,009 | 6,152 | ||||
| operations | ||||||
| Interest income | - | 13,444 | ||||
| Other gains and losses | 282,044 | ( | 60) |
|||
| Profit for the year from discontinued | ||||||
| operations | $ | 332,053 | $ | 19,536 | ||
| Profit attributable to: | ||||||
| Owners of the parent | $ | 332,053 |
$ | 10,803 |
||
| Non-controlling interest | - | 8,733 | ||||
| $ | 332,053 | $ | 19,536 |
- (c) For profit and earnings per share from continuing and discontinued operations attributable to owners of the parent: Refer to Note 6(21).
~33~
-
B. The second-tier subsidiary, Bridge Poiema Limited, has collected all proceeds from the lessee of the bareboat charter, Landbridge Global Limited, on June 28, 2024. At the same time, Landbridge Global Limited exercised the right to buy back the vessel, Landbridge Glory. The transaction was completed on June 28, 2024 upon the delivery of the vessel as per agreement. On the same date, the disposal of the vessel met the definition of discontinued operations and Bridge Poiema Limited was classified as a discontinued operation.
-
(a) The cash flow information of the discontinued operation, Bridge Poiema Limited, is as follows:
| ollows: | ||||||
|---|---|---|---|---|---|---|
| For theyears ended | December31, | |||||
| 2024 | 2023 | |||||
| Operating cash flows | $ | 106,948 |
$ | 116,578 |
||
| Investing cash flows | 1,719,945 |
117,131 | ||||
| Financing cash flows | ( | 1,704,438) |
( | 224,146) |
||
| Total cash flows | $ | 122,455 |
$ | 9,563 |
- (b) The financial performance information of the discontinued operation, Bridge Poiema Limited, is as follows:
| s as follows: | ||||||
|---|---|---|---|---|---|---|
| For theyears ended December | 31, | |||||
| 2024 | 2023 | |||||
| Profit or loss for the year from discontinued | ||||||
| operations | ||||||
| Cost | ($ | 19,923) | ($ | 54) | ||
| Gross loss from discontinued operations | ( | 19,923) |
( | 54) |
||
| Operating expenses | ( | 768) |
( | 1,005) |
||
| Operating loss from discontinued operations | ( | 20,691) |
( | 1,059) |
||
| Interest income | 52,775 | 118,835 | ||||
| Early buyback of the bareboat charter | ||||||
| - interest income | 75,358 | - | ||||
| Other income | 5 | - | ||||
| Interest expense | ( | 38,364) |
( | 79,404) |
||
| Profit for the year from discontinued | ||||||
| operations | $ | 69,083 | $ | 38,372 | ||
| Profit attributable to: | ||||||
| Owners of the parent | $ | 69,083 |
$ | 22,537 |
||
| Non-controlling interest | - | 15,835 | ||||
| $ | 69,083 | $ | 38,372 |
-
(c) For profit and earnings per share from continuing and discontinued operations attributable to owners of the parent: Refer to Note 6(21).
-
C. On March 9, 2023, the Board of Directors of the second-tier subsidiary, Clifford Navigation
~34~
Corporation, resolved to sell and transfer the vessel “ Huang Shan” to its associate - Sincere Navigation Corporation (Singapore) Pte. Ltd., when the current shipments are discharged from the vessel, based on the carrying amount of the vessel on the return date of the vessel by the charter. The transaction was settled on March 16, 2023 upon the delivery of the vessel as per the agreement. However, on March 17, 2023, the Board of Directors of Sincere Navigation Corporation (Singapore) Pte. Ltd., resolved to sell the vessel “ Huang Shan ” and entered into a sale agreement with an external third party, Gaia Shipping Ltd. On the same date, the disposal of the vessel met the definition of discontinued operations and Clifford Navigation Corporation was classified as a discontinued operation. The transaction was completed on March 30, 2023 upon the delivery of the vessel as per agreement.Clifford Navigation Corporation ceased operations and was liquidated on August 19, 2024.
- (a) The cash flow information of the discontinued operation, Clifford Navigation Corporation, is as follows:
| Operating cash flows Investing cash flows Financing cash flows Total cash flows |
2024 2023 2,026 $ 20,674 $ - - - 456,348) ( 2,026 $ 435,674) ($ For theyears ended December31, |
|---|---|
~35~
- (b) The financial performance information of the discontinued operation, Clifford Navigation Corporation, is as follows:
| Corporation, is as follows: | |||||
|---|---|---|---|---|---|
| For theyears ended December | 31, | ||||
| 2024 | 2023 | ||||
| Profit or loss for the year from discontinued | |||||
| operations | |||||
| Revenue | $ | - |
$ | 38,781 |
|
| Cost | ( | 137) |
( | 26,031) |
|
| Gross (loss) profit from discontinued operations | ( | 137) |
12,750 | ||
| Operating expenses | ( | 204) |
( | 605) |
|
| Operating (loss) income from discontinued | ( | 341) |
12,145 | ||
| operations | |||||
| Interest income | 12 | 2,462 | |||
| Other income | 48 | - | |||
| Other gains and losses | ( | 48) |
( | 319) |
|
| (Loss) profit for the year from discontinued | |||||
| operations | ($ | 329) | $ | 14,288 | |
| (Loss) profit attributable to: | |||||
| Owners of the parent | ($ | 329) |
$ | 14,288 |
|
| Non-controlling interest | - | - | |||
| ($ | 329) | $ | 14,288 |
- (c) For profit and earnings per share from continuing and discontinued operations attributable to owners of the parent: Refer to Note 6(21).
D. On August 12, 2024, the Board of Directors of the third-tier subsidiary, Keystone Shipping Co. Ltd., resolved to liquidate the third-tier subsidiary. On the same date, Keystone Shipping Co. Ltd. met the definition of discontinued operations and was classified as a discontinued operation. Keystone Shipping Co. Ltd. ceased operations and was liquidated on August 19, 2024.
- (a) The cash flow information of the discontinued operation, Keystone Shipping Co. Ltd., is as follows:
| follows: | |||||
|---|---|---|---|---|---|
| For theyears ended December | 31, | ||||
| 2024 | 2023 | ||||
| Operating cash flows | ($ | 44) |
$ | 1,540 |
|
| Investing cash flows | - | ( | 1,072) |
||
| Financing cash flows | - | ( | 28,035) |
||
| Total cash flows | ($ | 44) | ($ | 27,567) |
~36~
- (b) The financial performance information of the discontinued operation, Keystone Shipping Co. Ltd., is as follows:
| Ltd., is as follows: | |||||
|---|---|---|---|---|---|
| For theyears ended December31, | |||||
| 2024 | 2023 | ||||
| Profit or loss for the year from discontinued | |||||
| operations | |||||
| Revenue | $ | - |
$ | 27 |
|
| Cost | - | ( | 491) |
||
| Gross loss from discontinued operations | - | ( | 464) |
||
| Operating expenses | ( | 109) |
( | 256) |
|
| Operating loss from discontinued | ( | 109) |
( | 720) |
|
| operations | |||||
| Interest income | 12 | 836 | |||
| Other income | - | 125 | |||
| Other gains and losses | ( | 2) |
3 | ||
| (Loss) profit for the year from discontinued | |||||
| operations | ($ | 99) | $ | 244 | |
| (Loss) profit attributable to: | |||||
| Owners of the parent | ($ | 99) |
$ | 244 |
|
| Non-controlling interest | - | - | |||
| ($ | 99) | $ | 244 |
(c) For profit and earnings per share from continuing and discontinued operations attributable to owners of the parent: Refer to Note 6(21).
(7) Short-term borrowings
| Type ofborrowings Bank borrowings Secured borrowings Unsecured borrowings Type ofborrowings Bank borrowings Secured borrowings Unsecured borrowings |
December31,2024 2,929,000 $ 386,000 3,315,000 $ December31,2023 2,055,000 $ 1,000,000 3,055,000 $ |
Interestraterange 1.80%~2.55% 2.16% Interestraterange 1.67%~2.10% 1.99%~2.03% |
Collateral |
|---|---|---|---|
| Structures, land and promissory notes, and pledged time deposits - Collateral |
|||
| Structures, land and promissory notes, and pledged time deposits Promissory notes |
~37~
Guarantees for the credit line of the Company’s short-term borrowings provided by related parties and subsidiaries are as follows:
| December | 31,2024 | December | 31,2023 | Footnote | |
|---|---|---|---|---|---|
| Jack Hsu | $ | - |
$ | 1,000,000 |
Guarantee |
| Jack Hsu | - |
200,000 |
Promissory notes | ||
| Heywood Limited | 4,900,000 |
2,500,000 | Pledged time | ||
| deposits/ | |||||
| Joint guarantee/ | |||||
| Promissory notes | |||||
| Norley Corporation Inc. | 300,000 | - |
Pledged time | ||
| deposits | |||||
| Heywood Limited and | Joint guarantee/ | ||||
| Norley Corporation Inc. | - | 1,500,000 | Promissory notes/ | ||
| Pledged time | |||||
| deposits |
- (8) Long term borrowings
| Long-term borrowings | |
|---|---|
| Bank | Collateral December 31,2024 December 31,2023 Vessel-Tien Shan 344,295 $ 451,437 $ (USD 10,500 thousand) (USD 14,700 thousand) (Note) - 1,106,711 - (USD 36,037 thousand) 344,295 1,558,148 137,718) ( 271,783) ( 206,577 $ 1,286,365 $ 6.61% ~ 7.21% 6.05% ~ 7.21% |
| Mega Bank (and syndicate) Mega Bank Less: Current portion-due within one year (shown as other current liabilities) Interest rates |
The collaterals were shown as ‘property, plant and equipment’. Refer to Note 8.
Note: The Group purchased the vessel externally and entered into a bareboat charter agreement with the same counterparty at the same time. The Group pledged the vessel to the bank as collateral and borrowed long-term borrowings. The bareboat charter agreement was completed on June 28, 2024, and the vessel was sold back to the lessee. Refer to Note 6(6) for details. In addition, the long-term borrowings which were borrowed by pledging the vessel were repaid in full this year.
(9) Pensions
A. Defined benefit pension plan
- (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Act, 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 Labor Standards Act. Under the defined benefit
~38~
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 | 31,2024 | December | 31,2023 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 56,884) |
($ | 54,810) |
| Fair value of plan assets | 23,333 | 25,006 | ||
| Net liability in balance sheet | ($ | 33,551) | ($ | 29,804) |
(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, 2024 | |||||||
| Balance at January 1 | ($ | 54,810) |
$ | 25,006 |
($ | 29,804) |
|
| Current service cost | ( | 6,779) |
- | ( | 6,779) |
||
| Interest (expense) income | ( | 1,048) |
277 | ( | 771) |
||
| Effect of changes in foreign | |||||||
| exchange rate | 394 | - | 394 | ||||
| ( | 62,243) |
25,283 | ( | 36,960) |
|||
| Remeasurements: | |||||||
| Return on plan assets | - | 2,241 | 2,241 | ||||
| (excluding amounts included | |||||||
| in interest income or expense) | |||||||
| Change in financial assumptions | 1,158 | - | 1,158 | ||||
| Experience adjustments | ( | 271) |
- | ( | 271) |
||
| 887 | 2,241 | 3,128 |
|||||
| Pension fund contribution | - | 281 | 281 | ||||
| Paid pension | 4,472 | ( | 4,472) |
- | |||
| Balance at December 31 | ($ | 56,884) | $ | 23,333 | ($ | 33,551) |
~39~
| 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 | ( | 8,991) |
- | ( | 8,991) |
||
| Interest (expense) income | ( | 499) |
349 | ( | 150) |
||
| Effect of changes in foreign | |||||||
| exchange rate | ( | 41) |
- | ( | 41) |
||
| ( | 51,076) |
29,469 | ( | 21,607) |
|||
| Remeasurements: | |||||||
| Return on plan assets | - | 144 |
144 | ||||
| (excluding 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 | ($ | 54,810) |
$ | 25,006 | ($ | 29,804) |
(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, 2024 and 2023 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 |
Forthe years endedDecember31, | Forthe years endedDecember31, |
|---|---|---|
| 2024 1.60%~3.10% 3.25%~4.00% |
2023 | |
| 1.20% | ||
| 3.25% |
~40~
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:
| Discount | Discount | rate | Future salaryincreases | Future salaryincreases | Future salaryincreases | ||
|---|---|---|---|---|---|---|---|
| Increase | Decrease | Increase | Decrease | ||||
| 0.25% | 0.25% | 0.25% | 0.25% | ||||
| December 31, 2024 | |||||||
| Effect on present value | |||||||
| of defined benefit obligation | 1,004) ($ |
$ | 1,030 | $ | 870 | ($ | 853) |
| December 31, 2023 | |||||||
| Effect on present value | |||||||
| of defined benefit obligation | 800) ($ |
$ | 821 | $ | 690 |
($ | 677) |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(f) Expected contributions to the defined benefit pension plan of the Company for the year ending December 31, 2025 amount to $302.
-
(g) As of December 31, 2024, the weighted average duration of the retirement plan is 7~8 years.
-
B. Defined contribution pension plan
-
(a) 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, 2024 and 2023 were $1,655 and $1,644, respectively.
-
(b) The Company’s mainland China subsidiary, Haihu Maritime Service (Shanghai) Co., Ltd., has a defined contribution retirement plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on the employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations. The pension costs for the years ended December 31, 2024 and 2023 were $1,082 and $1,016, respectively.
~41~
- (c) Some of the overseas subsidiaries of the Company contribute the pension to a certain percentage of the employees’ monthly salaries and wages in accordance with each local laws and pension regulation. Other than the monthly contributions, the Group has no further obligations. The pension costs for the years ended December 31, 2024 and 2023 were $1,085 and $327, respectively.
(10) Share capital
As of December 31, 2024, the Company’s authorised capital was $7,000,000 and the paid-in capital was $5,853,533, consisting of 585,353,297 common shares with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
- (11) 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.
(12) Retained earnings
-
A. Based on the Company’s Articles of Incorporation, the Company’s net income (less income taxes and prior years’ losses, if any) is appropriated in the following order:
-
(a) 10% for legal reserve.
-
(b) Special reserve.
-
(c) Appropriation of remaining earnings according to the decision of the Board of Directors and Stockholders.
The Board of Directors can distribute all or part of the distributable dividends and bonus, capital surplus or legal reserve in the form of cash as resolved by a majority vote at their meeting attended by two-thirds of the total number of directors and report to the shareholders which the aforementioned regulation of requiring resolution from the shareholders is not applicable.
-
B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
~42~
D. Appropriation of earnings
- (a) The appropriations of 2023 and 2022 earnings had been resolved at the stockholders’ meeting on June 12, 2024 and June 9, 2023, respectively. Details are summarised below:
| Legal reserve Special reserve Cash dividends Reversal of special reserve |
Dividends per share Amount (indollars) 43,759 $ 6,335 439,015 0.75 $ 489,109 $ - $ 2023 |
2022 | 2022 |
|---|---|---|---|
| Amount 43,759 $ 6,335 439,015 489,109 $ - $ |
Amount 19,955 $ - 292,677 312,632 $ 1,785,959 $ |
Dividends per share (indollars) |
|
| 0.50 $ |
- (b) Subsequent events: the appropriations of 2024 earnings has been proposed by the Board of Directors on March 12, 2025. Details are summarised below:
| Directors on March 12, 2025. Details are summarised below: | ||
|---|---|---|
| Legal reserve Cash dividends Reversal of special reserve |
Dividends per share Amount (indollars) 150,151 $ 760,959 1.30 $ 911,110 $ 904,748 $ 2024 |
|
| 1.30 $ |
Reversal of special reserve
As of March 12, 2025, aforementioned appropriations of 2024 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. (13) Operating revenue
| Revenue from contracts with customers | Forthe years endedDecember31, | Forthe years endedDecember31, |
|---|---|---|
| 2024 4,412,174 $ |
2023 | |
| 4,028,659 $ |
~43~
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of services over time in the following major categories:
| categories: | ||
|---|---|---|
| Revenue from external customer contracts Timing of revenue recognition Over time Revenue from external customer contracts Timing of revenue recognition Over time |
Management Bulkcarrier Oiltanker service Total 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ Management Bulk carrier Oiltanker service Total 2,679,917 $ 1,329,117 $ 19,625 $ 4,028,659 $ 2,679,917 $ 1,329,117 $ 19,625 $ 4,028,659 $ Forthe yearendedDecember31,2024 Forthe yearendedDecember31,2023 |
|
| 4,028,659 $ |
||
| 4,028,659 $ |
B. Contract assets and liabilities
The Group has recognised the following revenue-related contract assets and liabilities:
| Contract assets - bulk carrier Contract liabilities - bulk carrier |
December31,2024 - $ 45,541 $ |
December31,2023 January 1, 2023 52,497 $ 52,135 $ 52,939 $ 39,460 $ |
|---|---|---|
- C. Contract liabilities at the beginning of 2024 and 2023 amounting to $52,939 and $39,460, respectively, were all recognised as operating revenue for the years ended December 31, 2024 and 2023, respectively.
(14) Interest income
| and 2023, respectively. Interest income |
||
|---|---|---|
| Interest income from bank deposits Interest income from financial assets measured at amortised cost |
Forthe years endedDecember31, | |
| 2024 104,973 $ 135,417 240,390 $ |
2023 | |
| 153,991 $ 68,931 |
||
| 222,922 $ |
~44~
(15) Other income
| Other income | ||||
|---|---|---|---|---|
| Forthe years ended | December31, | |||
| 2024 | 2023 | |||
| Rent income | $ | 183 |
$ | 183 |
| Insurance claims | 2,119 |
93 | ||
| Others | 7,830 | 200 | ||
| $ | 10,132 |
$ | 476 |
(16) Other gains and losses
| Other gains and losses | |||||
|---|---|---|---|---|---|
| Forthe years ended | December31, | ||||
| 2024 | 2023 | ||||
| (Losses) gains on disposals of property, plant and | ($ | 22) |
$ | 144,469 |
|
| equipment | |||||
| Currency exchange gains (losses) | 2,802 |
( | 16,173) |
||
| Impairment loss on property, plant and equipment | - |
( | 71,645) |
||
| Compensation losses | ( | 14,450) |
( | 103,844) |
|
| Other losses | ( | 326) |
( | 371) | |
| ($ | 11,996) | ($ | 47,564) |
(17) Finance costs
| Finance costs | ||
|---|---|---|
| Interest expense Interest expense on bank borrowings Lease liabilities |
2024 2023 92,268 $ 95,770 $ 547 291 92,815 $ 96,061 $ Forthe years endedDecember31, |
|
| 95,770 $ 291 |
||
| 96,061 $ |
(18) Expenses by nature
==> picture [477 x 110] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
Function
2024 2023
Operating Operating Operating Operating
Nature
costs expenses Total costs expenses Total
Employee benefit $ 618,357 $ 237,128 $ 855,485 $ 614,308 $ 151,512 $ 765,820
expense
Depreciation 1,556,996 9,148 1,566,144 1,427,912 7,357 1,435,269
Amortisation - 548 548 - 134 134
----- End of picture text -----
~45~
(19) Employee benefit expense
==> picture [479 x 150] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
Function
2024 2023
Operating Operating Operating Operating
Nature
costs expenses Total costs expenses Total
Wages and salaries $ 484,605 $ 213,084 $ 697,689 $ 501,704 $ 128,059 $ 629,763
Labor and health
insurance fees 816 4,044 4,860 920 3,776 4,696
Pension costs - 11,372 11,372 - 12,128 12,128
Other personnel
expenses 132,936 8,628 141,564 111,684 7,549 119,233
Total $ 618,357 $ 237,128 $ 855,485 $ 614,308 $ 151,512 $ 765,820
----- End of picture text -----
-
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’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ remuneration.
-
B. For the years ended December 31, 2024 and 2023, employees’ compensation were accrued at $31,958 and $9,856, respectively; while directors’ remuneration were accrued at $31,958 and $9,856, respectively. The aforementioned amounts were recognised in salary expenses.
The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 2.01% of distributable profit of current year for the year ended December 31, 2024. The employees’ compensation and directors’ remuneration resolved by the Board of Directors were both $31,958, and the employees’ compensation will be distributed in the form of cash.
Employees’ compensation and directors’ remuneration for 2023 were both $9,856 as resolved by the Board of Directors and were in agreement with those amounts recognised in the 2023 financial statements.
Information about employees’ compensation and directors’ 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.
~46~
(20) Income tax
A. Income tax expense
- (a) Components of income tax expense:
| Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Current tax: | |||||
| Current tax on profits for the year | $ | 27,122 |
$ | 35,314 |
|
| Tax on undistributed surplus earnings | - | 13,206 | |||
| Prior year income tax under estimation | 1,834 |
21 | |||
| Total current tax | 28,956 | 48,541 | |||
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 7) |
1,771 | ||
| Total deferred tax | ( | 7) |
1,771 | ||
| Income tax expense | $ | 28,949 | $ | 50,312 |
- (b) The income tax credit relating to components of other comprehensive income or (loss) is as follows:
| For theyears ended | For theyears ended | For theyears ended | December31, | |||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Remeasurement of defined benefit obligations | $ | 626 | ($ | 1,676) | ||
| Reconciliation between income tax expense and | accounting profit: | |||||
| For the years ended | December 31, | |||||
| 2024 | 2023 | |||||
| Tax calculated based on profit before tax and | $ | 308,266 |
$ | 98,923 |
||
| statutory tax rate (Note) | ||||||
| Tax exempt income by tax regulation | ( | 281,151) |
( | 61,838) |
||
| Tax on undistributed surplus earnings | - | 13,206 | ||||
| Prior year income tax underestimation | 1,834 | 21 | ||||
| Income tax expense | $ | 28,949 | $ | 50,312 |
- B. Reconciliation between income tax expense and accounting profit:
Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
~47~
C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
| Temporary differences: - Deferred tax assets: Unfunded pension expense Unused compensated absences Unrealised exchange loss Temporary differences: - Deferred tax assets: Net operating losses carryforwards Unfunded pension expense Unused compensated absences Unrealised exchange loss |
Recognised in Recognised in other comprehensive January1 profit or loss income 4,219 $ 78 $ 626) ($ 324 3) ( - 3,202 68) ( - 7,745 $ 7 $ 626) ($ 2024 2023 |
Recognised in Recognised in other comprehensive January1 profit or loss income 4,219 $ 78 $ 626) ($ 324 3) ( - 3,202 68) ( - 7,745 $ 7 $ 626) ($ 2024 2023 |
December31 |
|---|---|---|---|
| 3,671 $ 321 3,134 |
|||
| 7,126 $ |
|||
| 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 $ |
-
D. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2024 and 2023, the temporary differences unrecognised as deferred tax liabilities were $20,097,243 and $18,633,048, respectively.
-
E. The Company’s income tax returns through 2022 have been assessed and approved by the Tax Authority.
~48~
(21) Earnings per share
| Earnings per share | |||
|---|---|---|---|
| Basic earnings per share Profit from continuing operations attributable to ordinary shareholders of the parent Profit from discontinued operations attributable to the parent Profit attributable to ordinary shareholders Diluted earnings per share Profit from continuing operations attributable to ordinary shareholders of the parent Profit from discontinued operations attributable to the parent Assumed conversion of all dilutive potential ordinary shares - employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Forthe yearendedDecember31,2024 | ||
| Amount after tax 1,098,301 $ 400,708 1,499,009 $ 1,098,301 $ 400,708 - 1,499,009 $ |
Weighted average number of ordinary shares outstanding (shares in thousands) 585,353 - 585,353 585,353 - 1,276 586,629 |
Earnings per share (in dollars) |
|
| 1.88 $ 0.68 |
|||
| 2.56 $ |
|||
| 1.88 $ 0.68 - |
|||
| 2.56 $ |
~49~
| Basic earnings per share Profit from continuing operations attributable to ordinary shareholders of the parent Profit from discontinued operations attributable to the parent Profit attributable to ordinary shareholders Diluted earnings per share Profit from continuing operations attributable to ordinary shareholders of the parent Profit from discontinued operations attributable to the parent Assumed conversion of all dilutive potential ordinary shares - employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (in dollars) 396,426 $ 585,353 0.68 $ 47,872 - 0.08 444,298 $ 585,353 0.76 $ 396,426 $ 585,353 0.68 $ 47,872 - 0.08 - 389 - 444,298 $ 585,742 0.76 $ Forthe yearendedDecember31,2023 |
Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (in dollars) 396,426 $ 585,353 0.68 $ 47,872 - 0.08 444,298 $ 585,353 0.76 $ 396,426 $ 585,353 0.68 $ 47,872 - 0.08 - 389 - 444,298 $ 585,742 0.76 $ Forthe yearendedDecember31,2023 |
|---|---|---|
| 0.68 $ 0.08 |
||
| 0.76 $ |
||
| 0.68 $ 0.08 - |
||
| 0.76 $ |
~50~
(22) Transactions with non-controlling interest
- A. On December 1, 2023, the Group acquired an additional 20% of shares of its subsidiary - Jetwall Co., Ltd. (originally held 80% of its shares) for a consideration of $464,497 (USD $14,760 thousand). The carrying amount of non-controlling interest was $423,803 (USD $13,467 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $423,803 (USD $13,467 thousand) and a decrease in the equity attributable to owners of the parent by $40,694 (USD $1,293 thousand). The payment had been settled on December 1, 2023. The effect of changes in interests in Jetwall Co., Ltd. on the equity attributable to owners of the parent for the year ended December 31, 2023 is shown below:
| 2023. The effect of changes in interests in Jetwall Co., Ltd.on the equi of the parent for the year ended December 31, 2023 is shown below: |
ty attributable to owners | ty attributable to owners |
|---|---|---|
| Carrying amount of non-controlling interest acquired Consideration paid to non-controlling interest Capital surplus - difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount |
For the year ended December31,2023 |
|
| $ 423,803 (USD 13,467 thousand) ($ 464,497) (USD 14,760 thousand) |
||
| ($40,694) |
- B. On December 1, 2023, the Group acquired an additional 45% of shares of its subsidiary - Victory Navigation Inc. (originally held 55% of its shares) for a consideration of $346,170 (USD $11,000 thousand). The carrying amount of non-controlling interest was $338,189 (USD $10,746 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $338,189 (USD $10,746 thousand) and a decrease in the equity attributable to owners of the parent by $7,981 (USD $254 thousand). The payment had been settled on December 1, 2023. The effect of changes in interests in Victory Navigation Inc. on the equity attributable to owners of the parent for the year ended December 31, 2023 is shown below:
| Carrying amount of non-controlling interest acquired Consideration paid to non-controlling interest Capital surplus - difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount |
For the year ended December31,2023 |
|---|---|
| $ 338,189 (USD 10,746 thousand) ($ 346,170) (USD 11,000thousand) |
|
| ($7,981) |
~51~
- C. On December 1, 2023, the Group acquired an additional 45% of shares of its subsidiary - Sky Sea Maritime Limited (originally held 55% of its shares) for a consideration of $716,887 (USD $22,780 thousand). The carrying amount of non-controlling interest was $680,902 (USD $21,637 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $680,902 (USD $21,637 thousand) and a decrease in the equity attributable to owners of the parent by $35,985 (USD $1,143 thousand). The payment had been settled on December 1, 2023. The effect of changes in interests in Sky Sea Maritime Limited on the equity attributable to owners of the parent for the year ended December 31, 2023 is shown below:
| Carrying amount of non-controlling interest acquired Consideration paid to non-controlling interest Capital surplus - difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount |
For the year ended December31,2023 |
|---|---|
| $ 680,902 (USD 21,637 thousand) ($ 716,887) (USD 22,780 thousand) ($ 35,985) |
- D. On December 1, 2023, the Group acquired an additional 45% of shares of its subsidiary - Glory Selah Limited (originally held 55% of its shares) for a consideration of $284,174 (USD $9,030 thousand). The carrying amount of non-controlling interest was $290,088 (USD $9,218 thousand) at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $290,088 (USD $9,218 thousand) and an increase in the equity attributable to owners of the parent by $5,914 (USD $188 thousand) The payment had been settled on December 1, 2023. The effect of changes in interests in Glory Selah Limited on the equity attributable to owners of the parent for the year ended December 31, 2023 is shown below:
| parent for the year ended December 31, 2023 is shown below: | |
|---|---|
| Carrying amount of non-controlling interest acquired Consideration paid to non-controlling interest Capital surplus - difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount |
For the year ended December31,2023 |
| $ 290,088 (USD $9,218 thousand) ($ 284,174) (USD $9,030 thousand) |
|
| $ 5,914 |
~52~
(23) Supplemental cash flow information
Investing activities with partial cash payments:
| Forthe years ended | Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Purchase of property, plant and equipment | $ | 1,899,684 |
$ | 1,453,656 |
||
| Less: Beginning balance of prepayment on | ||||||
| equipment (Note 1) | ( | 6,991) |
- |
|||
| Add: Ending balance of prepayment on | ||||||
| equipment (Note 1) | 8,051 |
6,991 | ||||
| Add: Beginning balance of payable on | ||||||
| equipment (Note 2) | 111,117 | 5,188 | ||||
| Less: Ending balance of payable on | ||||||
| equipment (Note 2) | ( | 28,808) |
( | 111,117) |
||
| Cash paid during the year | $ | 1,983,053 |
$ | 1,354,718 |
||
| Note 1: Shown as other non-current assets. | ||||||
| Note 2: Shown as other payables. |
(24) Changes in liabilities from financing activities
| At January 1, 2024 Proceeds from borrowings Repayment of borrowings Additions Payment of principal Impact of changes in foreign exchange rate At December 31, 2024 At January 1, 2023 Proceeds from borrowings Repayment of borrowings Additions Payment of principal Impact of changes in foreign exchange rate At December 31, 2023 |
Liabilities Short-term Long-term Lease from financing borrowings borrowings liabilities activities-gross 3,055,000 $ 1,558,148 $ 15,428 $ 4,628,576 $ 260,000 - - 260,000 - 1,292,026) ( - 1,292,026) ( - - 105 105 - - 6,123) ( 6,123) ( - 78,173 114 78,287 3,315,000 $ 344,295 $ 9,524 $ 3,668,819 $ Liabilities Short-term Long-term Lease from financing borrowings borrowings liabilities activities-gross 1,595,000 $ 2,286,744 $ 5,693 $ 3,887,437 $ 1,460,000 - - 1,460,000 - 739,034) ( - 739,034) ( - - 15,728 15,728 - - 5,933) ( 5,933) ( - 10,438 60) ( 10,378 3,055,000 $ 1,558,148 $ 15,428 $ 4,628,576 $ |
|---|---|
~53~
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
==> picture [478 x 15] intentionally omitted <==
----- Start of picture text -----
Name of related parties Relationship with the Group
----- End of picture text -----
| Name of related parties | Relationship withthe Group |
|---|---|
| Jack Hsu | Chairman |
| Kairos Marine Limited (Formerly Oak Agencies Limited) | Other related party |
| Asia Century Navigation Co., Ltd. (Asia Century) | Other related party |
| Diamonds Ocean Limited (Diamonds Ocean) | Other related party |
| World Sea Navigation Limited (World Sea) | Other related party |
| Rajaish Bajpaee | Other related party |
| Apex Shipping Company Limited | Other related party |
| Langham Square Limited | Other related party |
| Elim Spring Limited | Other related party |
| Success Investment Limited | Other related party |
| Oak Maritime (HK) Inc. | Other related party |
| Oak Group Services (Singapore) Pte. Ltd. | Other related party |
(2) Significant related party transactions and balances
- A. Operating revenue
| Management revenue: Other related party |
Forthe years endedDecember31, |
|---|---|
| 2024 2023 20,220 $ 19,625 $ |
Management revenue is the agent revenue arising from vessel agent contracts. Sales of services are based on the price lists in force and terms that would be available to third parties.
- B. Operating costs
| Commission fee: Other related party |
Forthe years endedDecember31, | Forthe years endedDecember31, |
|---|---|---|
| 2024 39,004 $ |
2023 | |
| 51,344 $ |
Commission fee represent commission expenses arising from vessel agent contracts. Profit from discontinued operations amounted to $1,709 and $3,018 for the years ended December 31, 2024 and 2023, respectively. Sales of services are based on the price lists in force and terms that would be available to third parties.
~54~
C. Operating expenses
For the years ended December 31, 2024 2023 Consultancy fee: Other related party $ 2,408 $ 2,336 Administrative service expense: Other related party $ 6,254 $ -
D. Other payables
- (a) Advances from related parties and agency payable:
| (b) Consultancy payable (c) Administrative service payable Other payables: Other related party Other related party Other related party |
December31,2024 45,848 $ December31,2024 614 $ December31,2024 2,300 $ |
December31,2023 |
|---|---|---|
| 68,532 $ |
||
| December 31, 2023 | ||
| - $ |
||
| December 31, 2023 | ||
| - $ |
-
E. For details of the guarantee provided by the Company’s chairman to the Company, refer to Note 6(7).
-
F. Property transactions:
-
(a) Repurchase of share equity of non-controlling interests:
| Accounts Other related party Non-controlling interest |
No. of shares |
For theyear ended December 31,2023 | For theyear ended December 31,2023 |
|---|---|---|---|
| Objects shares |
Proceeds 1,811,728 $ |
||
| 775 |
There are no property transactions with related party in 2024.
~55~
(b) Commission fee paid for acquisition and disposal of vessel:
| Accounts Other related party Profit from discontinued operations Kairos Marine Limited Profit from discontinued operations Accounts Other related party Other gains or losses 〃 Vessels and equipments |
Objects For the year ended December31,2024 Heng Shan 6,952 $ Landbridge Glory 19,908 $ Objects For the year ended December 31, 2023 Huang Shan 4,548 $ Sarah 8,875 $ |
|---|---|
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
For the years ended December 31, | |
| 2024 44,282 $ 638 44,920 $ |
2023 | |
| 29,992 $ 619 |
||
| 30,611 $ |
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
| Pledged assets Time deposits (shown as “current financial assets at amortised cost”) Bank deposits (shown as “other current assets”) Guarantee deposits (shown as “other non-current assets”) Property, plant and equipment Vessels and equipment-net Land and building and structures |
December31,2024 December31,2023 Pledgepurpose 3,268,919 $ 1,998,300 $ Short-term loans 66,448 148,766 Long-term loans 8,278 8,572 Deposit of golf certificates and office renting 4,067,735 4,532,507 Long-term loans and short-term borrowings 98,770 99,920 Credit lines of short- term borrowings 7,510,150 $ 6,788,065 $ Bookvalue |
Pledgepurpose |
|---|---|---|
| December31,2024 3,268,919 $ 66,448 8,278 4,067,735 98,770 7,510,150 $ |
~56~
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) Contingent liabilities
None.
(2) Commitments
-
A. The Group has outstanding notes payable for bank financing amounting to $5,873,901.
-
B. As of December 31, 2024, the outstanding balance arising from the acquisition of vessel’s equipment amounted to $20,950 (USD 639 thousand).
-
C. As of December 31, 2024, the Company’s subsidiaries have the continuing medium and long-term charter agreements.The details are as follows:
==> picture [489 x 14] intentionally omitted <==
----- Start of picture text -----
Contracting parties Contract periods Contract contents
----- End of picture text -----
| Contracting parties | Contract periods | Contract contents |
|---|---|---|
| NORDEN A/S | 2024.3.22-2026.3.22 | Medium and long-term charter of |
| international service routes of Sarah | ||
| H-LINE SHIPPING | 2024.5.29-2026.5.29 | Medium and long-term charter of |
| CO., LIMITED. | international service routes of Wah Shan | |
| Rio Tinto | 2024.6.17~2026.6.17 | Medium and long-term charter of |
| Shipping(Asia) Pte. Ltd. | international service routes of Bao Shan |
The future aggregate receivables under non-cancellable charters are as follows:
(Unit: Thousands of US dollars)
| Less than one year Between one and five years Over five years |
December 31, 2024 |
|---|---|
| 23,234 $ 8,692 - |
|
| 31,926 $ |
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
The Company’s Board of Directors proposed for the appropriation of 2024 earnings. Please refer to Note 6(12)D.
12. OTHERS
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’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 Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
~57~
(2) Financial instruments
A. Financial instruments by category
| Financial assets Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost (including current portion) Accounts receivable, net Other receivables Other financial assets Guarantee deposits (shown as “other non-current assets”) Financial liabilities Financial liabilities at amortised cost Short-term borrowings Other payables Other payables - related parties Long-term borrowings (including current portion) Lease liabilities |
December31,2024 3,098,099 $ 3,274,331 467,769 185,081 66,448 8,278 7,100,006 $ 3,315,000 $ 283,138 48,762 344,295 3,991,195 $ 9,524 $ |
December31,2023 |
|---|---|---|
| 1,974,107 $ 3,858,841 508,107 182,750 148,766 8,572 |
||
| 6,681,143 $ 3,055,000 $ 410,391 68,532 1,558,148 |
||
| 5,092,071 $ |
||
| 15,428 $ |
-
B. Financial risk management policies
-
(a) The Group’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 Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. The Group’s businesses involve some non-functional currency operations (the Company’s
~58~
functional currency: NTD; other certain subsidiaries’ functional currency: USD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
December 31, 2024
| December 31,2024 | December 31,2024 | 4 |
|---|---|---|
| Foreign currency amount (In thousands) Exchange rate Book value (NTD) Financial assets Monetary items USD :NTD1,132 $ 32.79 37,108 $ NTD :USD926 0.03 926 USD :CAD315 1.44 10,320 SGD :USD307 0.74 7,340 Financial liabilities Monetary items USD :NTD16,590 $ 32.79 543,986 $ JPY :USD10,013 0.01 2,101 NTD :USD1,585 0.03 1,585 SGD :USD115 0.74 2,760 Foreign currency amount (In thousands) Exchange rate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD :NTD1,365 $ 30.71 41,927 $ NTD :USD1,958 0.03 1,958 USD :CAD234 1.32 7,186 SGD :USD296 0.76 6,905 Financial liabilities Monetary items USD :NTD16,700 $ 30.71 512,857 $ (Foreign currency: functional currency) December 31,2023 |
Book value (NTD) |
|
| Exchange rate 30.71 0.03 1.32 0.76 30.71 |
Book value (NTD) |
|
| 41,927 $ 1,958 7,186 6,905 512,857 $ |
||
iii. The unrealized exchange gain arising from significant foreign exchange variation on the monetary items held by the Group for 2024 and 2023 amounted to $266 and $4,394, respectively.
~59~
- iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| Degree of Effect on profit variation or loss Financial assets Monetary items USD:NTD 1% 371 $ NTD:USD 1% 9 USD:CAD 1% 103 SGD:USD 1% 73 Financial liabilities Monetary items USD :NTD1% 5,440 $ JPY :USD1% 21 NTD :USD1% 16 SGD :USD1% 28 Degree of Effect on profit variation or loss Financial assets Monetary items USD:NTD 1% 419 $ NTD:USD 1% 20 USD:CAD 1% 72 SGD:USD 1% 69 Financial liabilities Monetary items USD:NTD 1% 5,129 $ (Foreign currency: functional currency) Forthe yearendedDecember Sensitivity analysis (Foreign currency: functional currency) For the year ended December Sensitivity analysis |
Forthe yearendedDecember | Forthe yearendedDecember | 31,2024 |
|---|---|---|---|
| Sensitivity analysis | |||
| Effect on other comprehensive income |
|||
| - $ - - - - $ - - - 31, 2023 |
|||
| Effect on profit or loss 419 $ 20 72 69 5,129 $ |
Effect on other comprehensive income |
||
| - $ - - - - $ |
|||
Cash flow and fair value interest rate risk
- i. The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During the years ended December 31, 2024 and 2023, the Group’s borrowings at variable rate were denominated in New Taiwan dollars and United States dollars.
~60~
-
ii. The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions.
-
iii. At December 31, 2024 and 2023, if interest rates on NTD-denominated borrowings had been 1% higher/lower with all other variables held constant, pre-tax profit for the years ended December 31, 2024 and 2023 would have been $19,780 and $0 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
-
iv. At December 31, 2024 and 2023, if interest rates on USD-denominated borrowings had been 1% higher/lower with all other variables held constant, pre-tax profit For the year ended December 31, 2024 and 2023 would have been $3,443 and $15,581 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group 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 Group manages its credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control was used in the assessment of customers’ credit quality through customers’ past default records, current financial status and the economic situation and forecast of the industry. According to the Group’s historical experience of credit loss, there were no significant differences in losses from different customers’ groups, thus, the Group set expected credit loss rate based on the age of accounts receivable and did not distinguish customer groups. The Group used provision matrix method to calculate lifetime expected credit losses.
-
iii. The Group adopts the following assumption under IFRS 15 and 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.
~61~
-
iv. The Group adopts the assumption under IFRS 15 and 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 Group wrote-off the financial assets, which cannot reasonably be expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights. On December 31, 2024 and 2023, no written-off financial assets are still under recourse procedures.
-
vii. The Group 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. On December 31, 2024 and 2023, the provision matrix is as follows:
| December31,2024 0 to 180 days 181 days -3 years Over 3 years Total December31,2023 0 to 180 days 181 days -3 years Over 3 years Total |
Expectedlossrate 0% 50%-100% 100% Expectedlossrate 0% 50%-100% 100% |
Totalbookvalue 457,856 $ 22,860 - 480,716 $ Totalbookvalue 500,919 $ 16,505 - 517,424 $ |
Loss allowance |
|---|---|---|---|
| - $ 12,947 - |
|||
| 12,947 $ |
|||
| Loss allowance | |||
| - $ 9,317 - |
|||
| 9,317 $ |
~62~
- viii. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable are as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| January 1 | $ | 9,317 |
$ | 5,649 |
||
| Provision for impairment (Note) | 2,964 | 3,850 | ||||
| Write-offs | ( | 27) |
( | 131) |
||
| Effect of exchange rate changes | 693 |
( | 51) |
|||
| December 31 | $ | 12,947 |
$ | 9,317 |
Note: The impairment loss of $3,850 for the year ended December 31, 2023 includes profit form discontinuned operation amounting to $26.
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’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 Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’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 Group treasury.
-
iii. The table below analyses the Group’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 December31,2024 Short-term borrowings Other payables (including related parties) Lease liabilities Long-term borrowings (including current portion) |
Less than oneyear 3,327,959 $ 331,900 5,109 156,160 |
Between one and fiveyears - $ - 4,998 216,929 |
Over fiveyears |
|---|---|---|---|
| - $ - - - |
~63~
| Non-derivative | ||||||
|---|---|---|---|---|---|---|
| financial liabilities | Less than | Between one | ||||
| December31,2023 | one year | and | five years | Over five years | ||
| Short-term borrowings | $ | 3,063,497 |
$ | - |
$ | - |
| Other payables | 478,923 |
- |
- |
|||
| (including related parties) | ||||||
| Lease liabilities | 6,534 |
10,102 | - |
|||
| Long-term borrowings | 371,861 | 1,527,381 | - |
|||
| (including current portion) |
(3) Fair value information
-
A. Financial instruments, which are not measured at fair value, includes cash and cash equivalents, accounts receivable, other receivables, other financial assets, short-term borrowings, and other payables. The carrying amounts of these instruments are approximate to their fair values.
-
B. Finance department is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of non-financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. Investment property is evaluated regularly by the Group’s financial department based on the valuation methods and assumptions announced by the Finance Supervisory Commission, Securities and Futures Bureau or through outsourced appraisal performed by the external valuer.
-
The Group has no financial assets and liabilities and non-financial assets and liabilities measured at fair value as at December 31, 2024 and 2023.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: Refer to table 1.
-
B. Provision of endorsements and guarantees to others: Refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 3.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 4.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.
~64~
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Refer to table 6.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 7.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 8.
-
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 9.
14. SEGMENT INFORMATION
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. The Group’s Chief Operating Decision-Maker operates businesses by the type of carriers. Under IFRS 8, the reportable segments are bulk carrier segment and oil tanker segment.
There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information in this year.
(2) Measurement of segment information
The Chief Operating Decision-Maker assesses the performance of the operating segments based on the profit or loss before income tax. This measurement basis excludes the effects of non-recurring expenditures from the operating segments.
~65~
(3) Information about segment profit or loss
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
| Other Bulkcarrier Oiltanker segments Total Revenues from third parties 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ Segment income 752,246 $ 351,038 $ 25,830 $ 1,129,114 $ Depreciation and amortization charge 914,449 $ 611,312 $ 9,696 $ 1,535,457 $ Other Bulkcarrier Oiltanker segments Total Revenues from third parties 2,679,917 $ 1,329,117 $ 19,625 $ 4,028,659 $ Segment (loss) income 69,300) ($ 527,295 $ 18,552 $ 476,547 $ Depreciation and amortization charge 771,300 $ 567,595 $ 7,491 $ 1,346,386 $ For theyear ended December31,2024 For the year ended December 31, 2023 |
Other Bulkcarrier Oiltanker segments Total 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ 752,246 $ 351,038 $ 25,830 $ 1,129,114 $ 914,449 $ 611,312 $ 9,696 $ 1,535,457 $ For theyear ended December31,2024 For the year ended December 31, 2023 |
Other Bulkcarrier Oiltanker segments Total 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ 752,246 $ 351,038 $ 25,830 $ 1,129,114 $ 914,449 $ 611,312 $ 9,696 $ 1,535,457 $ For theyear ended December31,2024 For the year ended December 31, 2023 |
Other Bulkcarrier Oiltanker segments Total 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ 752,246 $ 351,038 $ 25,830 $ 1,129,114 $ 914,449 $ 611,312 $ 9,696 $ 1,535,457 $ For theyear ended December31,2024 For the year ended December 31, 2023 |
Other Bulkcarrier Oiltanker segments Total 3,039,868 $ 1,352,086 $ 20,220 $ 4,412,174 $ 752,246 $ 351,038 $ 25,830 $ 1,129,114 $ 914,449 $ 611,312 $ 9,696 $ 1,535,457 $ For theyear ended December31,2024 For the year ended December 31, 2023 |
|---|---|---|---|---|
| Oiltanker 1,329,117 $ 527,295 $ 567,595 $ |
Other segments 19,625 $ 18,552 $ 7,491 $ |
Total | ||
| 4,028,659 $ |
||||
| 476,547 $ |
||||
| 1,346,386 $ |
(4) Reconciliation for segment income
Sales between segments are carried out at arm’s length. The revenue from external parties reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income.
Reconciling profit before income tax and interest expense of reportable segments to profit from continuing operations before income tax is as follows:
| Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Reportable segment income | $ | 1,083,223 |
$ | 457,995 |
|
| Other segment income | 45,891 | 18,552 | |||
| Total operating segment income | 1,129,114 | 476,547 | |||
| Others | ( | 1,864) |
24,557 | ||
| Income from continuing operations before tax | $ | 1,127,250 | $ | 501,104 |
(5) The Group’s transportation services are managed transnationally. Operating results from services cannot be meaningfully separated according to specific area, thus, geographical information is not presented.
~66~
(6) Major customer information
For the years ended December 31, 2024 and 2023, major customers with revenue representing 10% or above of the Group’s total revenue are as follows:
| Customer A Customer B Customer C |
Revenues Segment Revenues Segment 1,352,086 $ Oil tanker 1,329,117 $ Oil tanker 1,111,028 Bulk carrier 871,489 Bulk carrier 519,093 Bulk carrier 704,819 Bulk carrier For the years ended December 31, 2024 2023 |
Revenues Segment Revenues Segment 1,352,086 $ Oil tanker 1,329,117 $ Oil tanker 1,111,028 Bulk carrier 871,489 Bulk carrier 519,093 Bulk carrier 704,819 Bulk carrier For the years ended December 31, 2024 2023 |
|---|---|---|
| Revenues Segment 1,329,117 $ Oil tanker 871,489 Bulk carrier 704,819 Bulk carrier |
~67~
Table 1
Sincere Navigation Corporation and Subsidiaries
Loans to others
For the year ended December 31, 2024
Expressed in thousands of NTD (Except as otherwise indicated)
| No. (Note 1) Creditor Borrower Nature of loan (Note 3) Amount of transactions with the borrower Reason for short-term financing Allowance for doubtful accounts Maximum outstanding balance during the year ended December 31,2024 Balance at December 31, 2024 Actual amount drawn down General ledger account Is a related party Interest rate |
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 Heywood Limited Sincere Navigation Corporation Receivables from related parties Y 548,428 $ 543,986 $ 543,986 $ - 2 - Working capital - 1 Heywood Limited Norley Corporation Inc. Receivables from related parties Y 3,126,420 2,918,310 2,918,310 - 2 - Working capital - 1 Heywood Limited Sincere Navigation Corporation (Singapore) Pte. Ltd. Receivables from related parties Y 947,400 - - - 2 - Working capital - 2 Sincere Navigation Corporation (Singapore) Pte. Ltd. Norley Corporation Inc. Receivables from related parties Y 492,600 491,850 491,850 - 2 - Working capital - |
- - - - - - - - |
5,477,084 $ 6,426,152 6,426,152 6,426,152 1,817,373 |
7,302,778 $ 6,426,152 6,426,152 6,426,152 1,817,373 |
The maximun amount amounted to USD 16,700 thousand for the current period, and the actual amount was USD 16,590 thousand at the end of year. The maximun amount amounted to USD 99,000 thousand for the current period, and the actual amount was USD 89,000 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 0 thousand at the end of year. The maximun amount amounted to USD 15,000 thousand for the current period, and the actual amount was USD 15,000 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
Sincere Navigation Corporation and Subsidiaries
Provision of endorsements and guarantees to others
For the year ended December 31, 2024
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number (Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2024 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2024 (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 (Note2) |
|||||||||||||
| 0 0 0 1 1 2 2 2 3 4 |
Sincere Navigation Corporation ˵ ˵ Norley Corporation Inc. ˵ Heywood Limited ˵ ˵ Victory Navigation Inc. Everprime Shipping Limited |
Ocean Grace Limited Bridge Poiema Limited Norley Corporation Inc. Sincere Navigation Corporation Heywood Limited Sincere Navigation Corporation Sincere Navigation Corporation Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. |
2 2 2 3 4 3 3 4 3 3 |
18,256,946 $ 18,256,946 18,256,946 13,290,046 13,290,046 6,426,152 6,426,152 6,426,152 9,416 6,329 |
620,676 $ 1,513,575 755,320 1,500,000 1,500,000 4,900,000 1,500,000 1,500,000 640,000 640,000 |
619,731 $ - 754,170 300,000 - 4,900,000 - - - - |
344,295 $ - - 300,000 - 2,404,000 - - - - |
- - - 363,969 - 2,904,950 - - - - |
7.53% 7.53% 7.53% 2.26% 2.26% 76.25% 76.25% 76.25% 0.00% 0.00% |
45,642,365 $ 45,642,365 45,642,365 33,225,115 33,225,115 16,065,380 16,065,380 16,065,380 23,540 15,823 |
Y Y Y 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 |
Guarantee balance is USD 18,900 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 23,000 thousand Guarantee balance is USD 300,000 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 4,900,000 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 0 thousand |
Table 2, Page 1
Sincere Navigation Corporation and Subsidiaries
Provision of endorsements and guarantees to others
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
For the year ended December 31, 2024
| Number (Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2024 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2024 (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 (Note2) |
|||||||||||||
| 5 6 7 |
Ocean Wise Limited Poseidon Marine Ltd. Maxson Shipping Inc. |
Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. |
3 3 3 |
687,782 $ 1,005,150 826,926 |
710,550 $ 710,550 710,550 |
573,825 $ 573,825 573,825 |
- $ - - |
- - - |
83.43% 57.09% 69.39% |
1,719,455 $ 2,512,875 2,067,315 |
N N N |
N N N |
N N N |
Guarantee balance is USD 17,500 thousand (Note 8) Guarantee balance is USD 17,500 thousand (Note 8) Guarantee balance is USD 17,500 thousand (Note 8) |
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 Ocean Wise Limited, Poseidon Marine Ltd. and Maxson Shipping Inc. jointly provided to Norley Corporation Inc. is USD 17.5 million, and has not yet been utilized .
Table 2, Page 2
Sincere Navigation Corporation and Subsidiaries
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more
For the year ended December 31, 2024
Table 3
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 settingtheprice |
Reason for acquisition of real estate and status of the real estate |
Other commitments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sharon Glory Limited |
Wah Shan | 2024.5.2 | $ 1,363,830 (USD 42,250 thousand) |
Paid | HL Champ 1 S.A. | None | - | - | - | - | Bargaining | 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 3
Table 4
Expressed in thousands of NTD (Except as otherwise indicated)
Sincere Navigation Corporation and Subsidiaries
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more
For the year ended December 31, 2024
Status of
| Status of | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate disposed by | Real estate | Transaction date of the event |
Date of acquisition |
Book value | Disposal amount | collection of proceeds |
Gain on disposal (Note 4) |
Counterparty | Relationship with the seller |
Reason for disposal | Basis or reference used in settingtheprice |
Other commitments |
| Everprime Shipping Limited Sincere Navigation Corporation (Singapore) Pte. Ltd. |
Heng Shan〃 |
2023.4.23 2024.4.30 |
2007.1.8 2024.4.23 |
412,166 $ 392,811 |
$ 412,166 (USD 12,643 thousand) $ 701,460 (USD 21,650 thousand) |
Collected Collected |
- $ 280,199 |
Sincere Navigation Corporation (Singapore) Pte. Ltd. Mercury Wealth Shipping Limited |
Associates None |
Group operational strategy. Replacement of vessel |
The book value as of March 31, 2024. 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.
Note 4: The gain on disposal, including related expenses associated with the disposal of vessel, amounted to $28,450.
Table 4
Table 5
Sincere Navigation Corporation and Subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
For the year ended December 31, 2024
Expressed in thousands of NTD (Except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2024 |
Turnover rate | Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Sincere Navigation Corporation Heywood Limited (Heywood) Heywood Limited (Heywood) Sincere Navigation Corporation (Singapore) Pte. Ltd. |
None Sincere Navigation Corporation Norley Corporation Inc. (Norley) Norley Corporation Inc. (Norley) |
Heywood's parent company Associate Associate |
- $ 543,986 (USD 16,590 thousand) $ 2,918,310 (USD 89,000 thousand) $ 491,850 (USD 15,000 thousand) |
- - - - |
- $ - - - |
- - - - |
- $ - - - |
- $ - - - |
Table 5
Sincere Navigation Corporation and Subsidiaries
Table 6
Significant inter-company transactions during the reporting period
For the year ended December 31, 2024
Expressed in thousands of NTD (Except as otherwise indicated)
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
Transaction | Transaction | ||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets(Note3) |
||||
| 0 0 1 2 3 3 3 4 5 6 |
Sincere Navigation Corporation ˵ Sincere Navigation Corporation (Singapore) Pte. Ltd. Norley Corporation Inc. Heywood Limited ˵ ˵ Ocean Wise Limited Poseidon Marine Ltd. Maxson Shipping Inc. |
Ocean Grace Limited Norley Corporation Inc. Norley Corporation Inc. Sincere Navigation Corporation Sincere Navigation Corporation Sincere Navigation Corporation Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. Norley Corporation Inc. |
1 1 3 2 2 2 3 2 2 2 |
Guarantees ˵ Other receivables Guarantees ˵ Other receivables ˵ Guarantees (Note 5) ˵ ˵ |
619,731 $ 754,170 491,850 300,000 4,900,000 543,986 2,918,310 573,825 573,825 573,825 |
As per the Company's policy ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
2.77% 3.37% 2.20% 1.34% 21.91% 2.43% 13.05% 2.57% 2.57% 2.57% |
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 number
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 Ocean Wise Limited, Poseidon Marine Ltd. and Maxson Shipping Inc. jointly provided to Norley Corporation Inc. is USD 17.5 million, and has not yet been utilized .
Table 6
Sincere Navigation Corporation and Subsidiaries
Information on investees
For the year ended December 31, 2024
Expressed in thousands of NTD
Table 7
(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 31,2024(Note 2) | Shares held as at December 31,2024(Note 2) | Shares held as at December 31,2024(Note 2) | Net profit (loss) of the investee for the year ended December 31, 2024 |
Investment income (loss) recognised by the Company for the year ended December 31,2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December31,2024 |
Balance as at December31,2023 |
Number of shares |
Ownership (%) |
Book value | |||||||
| 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 Pacifica Maritime Limited Sky Sea Maritime Limited |
Republic of Liberia Marshall Islands Singapore Marshall Islands ˵ ˵ ˵ ˵ Republic of Liberia Marshall Islands ˵ |
Investment holdings Investment holdings Shipping Oil tanker Investment holdings ˵ Shipping ˵ ˵ Oil tanker Investment holdings |
$ 32,790 (USD 1,000 thousand) 32,790 (USD 1,000 thousand) 3,279 (USD 100 thousand) 1,243,069 (USD 37,910 thousand) 1,169,160 (USD 35,656 thousand) 360,870 (USD 11,006 thousand) 262,648 (USD 8,010 thousand) 344,295 (USD 10,500 thousand) 733,512 (USD 22,370 thousand) 2,285,135 (USD 69,690 thousand) 1,271,940 (USD 38,791 thousand) |
$ 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) 2,281,446 (USD 74,290 thousand) 1,191,256 (USD 38,791 thousand) |
500 500 100,000 500 500 500 500 500 500 500 500 |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
13,056,337 $ 6,424,524 2,066,296 1,739,813 1,758,673 9,416 1,005,150 826,926 687,782 2,293,771 1,564,538 |
117,065 $ 113,695 1,436,621 12,209 8,702 5,967 6,587 1,355 5,822 4,859 14,496) ( |
93,553 $ 113,695 1,453,597 - - - - - - - - |
Subsidiary Subsidiary 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 7, Page 1
Expressed in thousands of NTD
Sincere Navigation Corporation and Subsidiaries
Information on investees
For the year ended December 31, 2024
Table 7
(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 31,2024(Note 2) | Shares held as at December 31,2024(Note 2) | Shares held as at December 31,2024(Note 2) | Net profit (loss) of the investee for the year ended December 31, 2024 |
Investment income (loss) recognised by the Company for the year ended December 31,2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December31,2024 |
Balance as at December31,2023 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Norley Corporation Inc. ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
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 |
Marshall Islands ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
Maritime service Investment holdings Shipping ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
$ 12,460 (USD 380 thousand) 67,711 (USD 2,065 thousand) 720,068 (USD 21,960 thousand) - 660,569 (USD 20,145 thousand) 583,854 (USD 17,806 thousand) 514,900 (USD 15,703 thousand) 576,983 (USD 17,596 thousand) - 918,448 (USD 28,010 thousand) 1,341,439 (USD 40,910 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) |
500 500 500 - 500 500 500 500 - 500 500 |
100% 100% 100% - 100% 100% 100% 100% - 100% 100% |
2,305) ($ 3,659 723,051 - 320,785 334,368 415,416 562,113 - 920,013 1,342,352 |
11,547) ($ 68,380 2,872 329) ( 11,477 1,479 2,553 11,745) ( 99) ( 667 918 |
- $ - - - - - - - - - - |
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 7, Page 2
Sincere Navigation Corporation and Subsidiaries
Information on investees For the year ended December 31, 2024
Expressed in thousands of NTD
Table 7
(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 31,2024(Note 2) | Shares held as at December 31,2024(Note 2) | Shares held as at December 31,2024(Note 2) | Net profit (loss) of the investee for the year ended December 31, 2024 |
Investment income (loss) recognised by the Company for the year ended December 31,2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December31,2024 |
Balance as at December31,2023 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Norley Corporation Inc. ˵ ˵ Jetwall Co. Ltd. Victory Navigation Inc. Sky Sea Maritime Limited Elroy Maritime Service Inc. Glory Selah Limited Heywood Limited |
Base Camp Limited Delight Way Limited Majestic Bloom Limited Everwin Maritime Limited Everprime Shipping Limited Ocean Grace Limited Oak Maritime (Canada) Inc. Bridge Poiema Limited Century Shipping Limited |
Samoa Islands Marshall Islands ˵ ˵ ˵ ˵ Canada Marshall Islands Hong Kong |
Investment holdings Shipping ˵ Oil tanker Shipping ˵ Maritime serive Shipping Investment holdings |
$ 4,591 (USD 140 thousand) 328 (USD 10 thousand) 328 (USD 10 thousand) 974,519 (USD 29,720 thousand) 328 (USD 10 thousand) 954,517 (USD 29,110 thousand) 10,117 (USD 308 thousand) 328 (USD 10 thousand) 16,395 (USD 500 thousand) |
$ 307 (USD 10 thousand) - - 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) |
10,000 500 500 500 500 500 1,000 500 50,000 |
100% 100% 100% 100% 100% 100% 100% 100% 100% |
934 $ 249 270 1,760,249 6,329 1,565,028 7,204) ( 4,493 4,292 |
3,536) ($ 77) ( 56) ( 8,827 6,114 14,397) ( 11,428) ( 68,505 2,682) ( |
- $ - - - - - - - - |
Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary 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, 2024 and 2023 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, 2024 and net profit (loss) of the investee for the year ended December 31, 2024 were translated at the closing exchange rates at the balance sheet and the average exchange rates for the year ended December 31, 2024.
Table 7, Page 3
Sincere Navigation Corporation and Subsidiaries Information on investments in Mainland China For the year ended December 31, 2024
Table 8
Expressed in thousands of NTD (Except as otherwise indicated)
Amount remitted from Taiwan to Mainland China/ Amount remitted back Accumulated amount Investment income Accumulated amount to Taiwan for the year ended Accumulated amountof remittance from December 31, 2024 of remittance fromTaiwan to Net income (loss) of Ownershipheld by (loss) recognisedby the Company Book value of of investmentincome Taiwan to Remitted to Remitted Mainland China as investee for the year the Company for the year ended investments in remitted back to Investee in Mainland Main business Investment method Mainland China Mainland back to of December 31, ended December 31, (direct or December 31, 2024 Mainland China as of Taiwan as of China activities Paid-in capital ( Note 1 ) as of January 1, 2024 China Taiwan 2024 2024 indirect) (Note 2) December 31, 2024 December 31, 2024 Footnote Haihu Maritime Service Maritime service $ 15,855 2 $ 15,855 $ - $ - $ 15,855 ($ 5,835) 100% ($ 5,835) $ 1,035 $ - (Shanghai) Co., Ltd. (USD 500 thousand) (USD 500 thousand) (USD500 thousand) (RMB 1,310 thousand) (RMB 1,310 thousand) (RMB 227 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 Base Camp Limited)
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, 2024 |
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 | $ 10,954,168 |
Table 8
Sincere Navigation Corporation and Subsidiaries Major shareholders information For the year ended December 31, 2024
Table 9
| 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 9