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SNC Audit Report / Information 2024

Nov 8, 2024

52159_rns_2024-11-08_5870f82f-7d05-4218-a2f9-e5e007e50d10.pdf

Audit Report / Information

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SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY 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~

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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Sincere Navigation Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Sincere Navigation Corporation (the “Company”) as at December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~2~

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

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matter for the Company’s 2024 parent company only financial statements is as follows:

Reasonableness of investments accounted for using equity method — subsidiaries’ impairment of vessels and equipment

Description

As of December 31, 2024, the Company’s subsidiaries recorded as investments accounted for using equity method amounted to NT$21,547,157 thousand, constituting 97% of the Company’s total assets, while the share of profit of the investments constituted 109% of the Company’s profit before tax for the year then ended. Given that the investments significantly affect the Company’s financial performance, we considered the impairment of vessels and equipment as a key audit matter.

For accounting policy, accounting estimates and assumptions applied on impairment of property, plant and equipment and related impairment explanation, refer to Notes 4(11) and 5(2) of parent company only financial statements and Notes 4(14), 5(2) and 6(5) of consolidated financial statements.

The Group engages in bulk shipping service. Vessels are the Company’s significant operating assets. Bulk shipping service is closely related with the demand for bulk commodities, and is significantly affected by the global economy. Therefore, the impairment of vessels is the Company’s material risk. The impairment is assessed by the management by comparing the book value to the recoverable amount based on the analysis of industry dynamics and the Company’s operating plan. As at December 31, 2024, the Group’s vessel equipment amounted to NT$15,042,741 thousand, constituting 67% of total assets.

~3~

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

How our audit addressed the matter

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

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

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

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

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

~4~

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

~5~

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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

~6~

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Lin, Yi-Fan Liao, Fu-Ming

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SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(4) and 7
7
6(2)
6(3)(5) and 8
6(17)
6(4), 7 and 8
December 31, 2024
AMOUNT
%
$
56,829
-
33,156
-
184
-
361
-
-
-
2,884
-
93,414
-
21,547,157
97
101,365
1
953
-
7,126
-
480,932
2
22,137,533
100
$
22,230,947
100
December 31, 2023 December 31, 2023
AMOUNT
$
56,829
33,156
184
361
-
2,884
93,414
21,547,157
101,365
953
7,126
480,932
22,137,533
$
22,230,947
AMOUNT
$
59,515
30,614
502
1,636
1,238
1,679
95,184
18,862,002
103,205
1,501
7,745
481,916
19,456,369
$
19,551,553
%
Current assets
1100
Cash and cash equivalents
1199
Finance lease receivable due from
related parties, net
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
1410
Prepayments
11XX
Total current assets
Non-current assets
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
-
-
-
-
-
-
-
97
1
-
-
2
100
100

(Continued)

~8~

SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity Notes
6(5) and 8
6(10)
7
7
6(6)
6(7)
6(8)
6(9)
9
11
December 31, 2024
December 31, 2023
AMOUNT
%
AMOUNT
%
$
3,315,000
15
$
3,055,000
16
76
-
-
-
72,160
-
28,304
-
111
-
155
-
24,314
-
48,287
-
3,411,661
15
3,131,746
16
543,986
3
512,857
3
18,354
-
21,092
-
562,340
3
533,949
3
3,974,001
18
3,665,695
19
5,853,533
26
5,853,533
30
165,576
1
165,592
1
3,320,041
15
3,276,282
17
904,748
4
898,413
4
7,609,188
34
6,596,786
34
403,860
2 (
904,748) (
5 )
18,256,946
82
15,885,858
81
$
22,230,947
100
$
19,551,553
100
AMOUNT
$
3,315,000
76
72,160
111
24,314
3,411,661
543,986
18,354
562,340
3,974,001
5,853,533
165,576
3,320,041
904,748
7,609,188
403,860
18,256,946
$
22,230,947
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
21XX
Total current liabilities
Non-current liabilities
2620
Long-term notes and accounts
payable - related parties
2640
Net defined benefit liability, non-
current
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contractual commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

~9~

SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

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

Items Year ended December 31
2024
2023
Notes
AMOUNT
%
AMOUNT
%
6(10) and 7
$
70,678
100
$
60,956
100
(
5)
- (
9)
-
70,673
100
60,947
100
6(15)(16) and 7
(
161,128) (
228) (
108,866) (
179)
(
90,455) (
128) (
47,919) (
79)
6(11)
11,004
16
11,808
19
6(12) and 7
561
1
1,768
3
6(13)
3,036
4 (
13,130) (
21)
6(14)
(
60,802) (
86) (
45,100) (
74)
6(2)
1,660,845
2350
587,155
963
1,614,644
2285
542,501
890
1,524,189
2157
494,582
811
6(17)
(
25,180) (
36) (
50,284) (
82)
$
1,499,009
2121
$
444,298
729
6(6)
$
3,128
4 ($
8,382) (
14)
6(17)
(
626) (
1)
1,676
3
1,308,608
1852 (
6,335) (
11)
$
2,810,119
3976
$
431,257
707
6(18)
$
2.56
$
0.76
6(18)
$
2.56
$
0.76
4000
Operating revenue
5000
Operating costs
5900
Net operating profit
Operating expenses
6200
General and administrative
expenses
6900
Operating loss
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and
joint ventures accounted for
using equity method, net
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Actuarial gain (loss) on defined
benefit plan
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8500
Total comprehensive income for
the year
Earnings per share
9750
Basic earnings per share (in
dollars)
9850
Diluted earnings per share (in
dollars)

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

~10~

SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(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 loss
Total comprehensive income (loss)
Appropriations of 2022 earnings:
Legal reserve
Special reserve
Cash dividends
Overdue unclaimed cash dividends
Difference between consideration and carrying amount of subsidiaries acquired
Balance at December 31, 2023
For the year ended December 31, 2024
Balance at January 1, 2024
Profit for the year
Other comprehensive income
Total comprehensive income
Appropriations of 2023 earnings:
Legal reserve
Special reserve
Cash dividends
Claiming overdue unclaimed cash dividends
Balance at December 31, 2024
Notes Share capital -
common stock
Capital Reserves Retained Earnings Financial
statements
translation
differences of
foreign operations
Total equity
Treasury stock
transactions
Difference
between
consideration and
carrying amount
of subsidiaries
acquired
Capital surplus,
others
Legal reserve Special reserve Unappropriated
retained earnings
6(9)
6(9)



$ 5,853,533
-
-
-
-
-
-
-
-
$ 5,853,533
$ 5,853,533
-
-
-
-
-
-
-
$ 5,853,533
$
39,243
-
-
-
-
-
-
-
-
$
39,243
$
39,243
-
-
-
-
-
-
-
$
39,243
$
199,339
-
-
-
-
-
-
-
(
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
$ 4,685,867
444,298
(
6,706 )
437,592
(
19,955 )

1,785,959
(
292,677 )
-
-
$ 6,596,786
$ 6,596,786
1,499,009
2,502
1,501,511
(
43,759 )
(
6,335 )
(
439,015 )
-
$ 7,609,188
($
898,413 )
-
(
6,335 )
(
6,335 )
-
-
-
-
-
($
904,748 )
($
904,748 )
-
1,308,608
1,308,608
-
-
-
-
$
403,860
$ 15,825,471
444,298
(
13,041 )
431,257
-
-
(
292,677 )
553
(
78,746 )
$ 15,885,858
$ 15,885,858
1,499,009
1,311,110
2,810,119
-
-
(
439,015 )
(
16 )
$ 18,256,946

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

~11~

SINCERE NAVIGATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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

Amortisation

Interest income from bank deposits

Interest income from finance lease

Interest expense

Investment income accounted for using the equity
method

Loss on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable
Other receivables
Other receivables - related party
Prepayments
Changes in operating liabilities
Current contract liabilities
Other payables
Other payables - related party
Accrued pension liabilities
Cash outflow generated from operations
Interest received
Income tax paid
Income tax refund
Dividends received

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

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans

Finance lease received
Interest paid
Cash dividends paid

(Claiming) overdue unclaimed cash dividends
Decrease in loan from related party

Net cash flows used in financing activities
Effect of changes in foreign exchange rate
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For the years endedDecember 31,
Notes
2024
2023
$
1,524,189 $
494,582
6(15)
2,004
1,591
6(15)
548
134
6(11)
(
2,228 ) (
2,491 )
6(4)(11)
(
8,776 ) (
9,317 )
6(14)
60,802
45,100
6(2)
(
1,660,845 ) (
587,155 )
6(3)(13)
-
36
-
10,212
17
4
1,275
516
(
1,205 ) (
330 )
76
-
45,381
6,618
(
44 ) (
10,467 )
390
297
(
38,416 ) (
50,670 )
2,529
2,410
(
49,166 ) (
226 )
1,244
-
7
284,298
-
200,489 (
48,486 )
6(3)
(
176 ) (
2,348 )
12
-
- (
1,489 )
(
164 ) (
3,837 )
6(19)
260,000
1,460,000
39,570
39,462
(
62,327 ) (
43,014 )
6(9)
(
439,015 ) (
292,677 )
(
16 )
553
6(19)
(
3,554 ) (
1,174,369 )
(
205,342 ) (
10,045 )
2,331 (
2,000 )
(
2,686 ) (
64,368 )
59,515
123,883
$
56,829 $
59,515

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

~12~

SINCERE NAVIGATION CORPORATION

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

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

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

These parent company only financial statements were authorised for issuance by the Board of Directors on March 12, 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 and Amendments Effective date by
International
Accounting
Standards Board
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’
Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’
January 1, 2024
January 1, 2024
January 1, 2024
January 1, 2024

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

~13~

(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC

but not yet adopted by the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2025 are as follows:

follows:
Effective date by
International Accounting
New Standards,Interpretations and Amendments Standards Board
Amendments to IAS 21, ‘Lack of exchangeability’ January 1, 2025

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

(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 andAmendments Effective date by
International Accounting
StandardsBoard
Amendment to IFRS 9 and IFRS 7, ‘Amendments to the classification and
measurement of financial instruments’
Amendment to IFRS 9 and IFRS 7, ‘Contracts referencing nature-
dependent electricity’
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, ‘Insurance contracts’
Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 –
comparative information’
IFRS 18, ‘Presentation and disclosure in financial statements’
IFRS 19, ‘Subsidiaries without public accountability: disclosures’
Annual Improvements to IFRS Accounting Standards—Volume 11
January 1, 2026
January 1, 2026
To be determined by
International Accounting
Standards Board
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2027
January 1, 2027
January 1, 2026

Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’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

~14~

apply to the primary financial statements and notes.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

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

(1) Compliance statement

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

(2) Basis of preparation

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

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

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

(3) Foreign currency translation

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

Foreign currency transactions and balances

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

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

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through

~15~

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

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

  • E. Translation of foreign operations

The operating results and financial position of all the group entities, associates and joint arrangements 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.

(4) Classification of current and non-current items

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

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

  • (b) Assets held mainly for trading purposes;

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

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

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

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

  • (b) Liabilities arising mainly from trading activities;

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

  • (d) 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.

(5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known

~16~

amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(6) Impairment of financial assets

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

(7) Derecognition of financial assets

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

(8) Leasing arrangements (lessor) lease receivables

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

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

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

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

(9) Investments accounted for using equity method / subsidiaries

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

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

~17~
  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.

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

  • E. Pursuant to the Rules Governing the Preparation of Financial Statements by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.

(10) Property, plant and equipment

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

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

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

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

Buildings and structures Office equipment

  • 3 ~ 42 years 3 ~ 8 years
~18~

(11) Impairment of non-financial assets

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

(12) Borrowings

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

(13) Derecognition of financial liabilities

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

(14) Employee benefits

  • A. Short-term employee benefits

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

  • B. Pensions

  • (a) Defined contribution plan

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

  • (b) Defined benefit plan

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation

~19~

is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

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

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

(15) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

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

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit

~20~

will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

(16) 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.

(17) Dividends

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

(18) Revenue recognition

  • A. Revenue recognition of services

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

  • B. Leases of vessels service revenue

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

  • C. Incremental costs of obtaining a contract

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

~21~

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

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

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

None.

(2) Critical accounting estimates and assumptions

The preparation of these financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. The company does not have any situations involving significant accounting judgments, estimates, and assumptions of uncertainty.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand and petty cash
Checking accounts and demand deposits
Time deposits
December31,2024
December 31, 2023
5
$ 5
$ 20,942
19,072
35,882

40,438
56,829
$ 59,515
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

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

(2) Investments accounted for using equity method

  • A. The details of investments are as follows:
The details of investments are as follows:
Norley Corporation Inc.
Heywood Limited
Sincere Navigation Corporation
(Singapore) Pte. Ltd.
December31,2024
13,056,337
$ 6,424,524
2,066,296
21,547,157
$
December31,2023
12,327,296
$ 5,989,703
545,003
18,862,002
$
~22~

B. The Company’s share of profit of subsidiaries accounted for using equity method is listed below:

Norley Corporation Inc.
Heywood Limited
Sincere Navigation Corporation
(Singapore) Pte. Ltd.
2024
2023
93,553
$ 6,975)
($ 113,695

81,281
1,453,597
512,849
1,660,845
$ 587,155
$ Forthe years endedDecember31,
  • C. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements for the year ended December 31, 2024.
~23~

(3) Property, plant and equipment

At January 1, 2024
Cost
Accumulated depreciation
2024
Opening net book amount
Additions
Disposals
Depreciation
Closing net book amount
At December 31, 2024
Cost
Accumulated depreciation
At January 1, 2023
Cost
Accumulated depreciation
2023
Opening net book amount
Additions
Disposals
Depreciation
Closing net book amount
At December 31, 2023
Cost
Accumulated depreciation
Buildings
Office
Land
and structures
equipment
Total
90,215
$ 30,819
$ 3,791
$ 124,825
$ -
19,618)
(
2,002)
(
21,620)
(
90,215
$ 11,201
$ 1,789
$ 103,205
$ 90,215
$ 11,201
$ 1,789
$ 103,205
$ -
-
176
176
-
-
12)
(
12)
(
-
1,328)
(
676)
(
2,004)
(
90,215
$ 9,873
$ 1,277
$ 101,365
$ 90,215
$ 30,819
$ 3,933
$ 124,967
$ -
20,946)
(
2,656)
(
23,602)
(
90,215
$ 9,873
$ 1,277
$ 101,365
$ Buildings
Office
Land
and structures
equipment
Total
90,215
$ 28,953
$ 3,737
$ 122,905
$ -
18,601)
(
1,820)
(
20,421)
(
90,215
$ 10,352
$ 1,917
$ 102,484
$ 90,215
$ 10,352
$ 1,917
$ 102,484
$ -
1,866
482
2,348
-

-
36)
(
36)
(
-

1,017)
(
574)
(
1,591)
(
90,215
$ 11,201
$ 1,789
$ 103,205
$ 90,215
$ 30,819
$ 3,791
$ 124,825
$ -
19,618)
(
2,002)
(
21,620)
(
90,215
$ 11,201
$ 1,789
$ 103,205
$
  • A. Amount of borrowing costs capitalised as part of property, plant and equipment and the range of the interest rates for such capitalisation: None.

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

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

~24~

(4) Leasing arrangements lessor

  • A. The Company leases vessels and equipment to others under finance lease. Based on the terms of the lease contracts, the lessees have the right to purchase vessels when the leases expire. Information on profit and loss accounts relating to lease contracts is as follows:
Forthe years endedDecember31, Forthe years endedDecember31,
2024 2023
Finance income from the net investment in the
finance lease 8,776
$
9,317
$
  • B. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
2024

2025
2026
2027
2028
After 2029
Total
December 31, 2024
$ -
41,889
41,889
41,889

42,004
398,573
566,244
$
December31,2023
39,340
$ 39,232
39,232
39,232
39,340
373,288
569,664
$
  • C. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
December 31, 2024 December 31, 2023
Current Non-current Current Non-current
Undiscounted lease
payments $ 41,889
$ 524,355
$ 39,339
$ 530,325
Unearned finance income ( 8,733)
( 50,345)
( 8,725)
( 55,331)
Net investment in the lease $ 33,156 $ 474,010 $ 30,614 $ 474,994
~25~

(5) Short-term borrowings

Type ofborrowings
Bank borrowings
Secured borrowings
Unsecured borrowings
Type ofborrowings
Bank borrowings
Secured borrowings
Unsecured borrowings
December31,2024
Interestraterange
Collateral
2,929,000
$ 1.80%-2.55%
Land, buildings,
promissory notes and
pledged time deposits
386,000

2.16%
-
3,315,000
$ December31,2023
Interest rate range
Collateral
2,055,000
$ 1.67%-2.10%
Land, buildings,
promissory notes and
pledged time deposits
1,000,000
1.99%~2.03%
Promissory notes
3,055,000
$

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

Jack Hsu
Jack Hsu
Heywood Limited
Heywood Limited and
Norley Corporation Inc.
Norley Corporation Inc.
December31,2024
-
$ -
4,900,000
-

300,000
December31,2023
Footnote
1,000,000
$ Guarantee
200,000
Promissory notes
2,500,000
Joint guarantee,
Promissory notes and
Pledged time deposits
1,500,000
''
-
Pledged time deposits

(6) Pensions

  • A. Defined benefit pension plan

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

Also, the Company would assess the balance in the aforementioned labor pension reserve

~26~

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 ($ 41,710)
($ 46,098)
Fair value of plan assets 23,356
25,006
Net liability recognised in the balance sheet ($ 18,354) ($ 21,092)
  • (c) Movements in net defined benefit liabilities are as follows:
Present value of Present value of
defined benefit Fair value Net defined
obligations ofplan assets benefit liability
Year ended December 31, 2024
Balance at January 1 ($ 46,098)
$ 25,006
($ 21,092)
Current service cost ( 418)
- ( 418)
Interest (expense) income ( 553)
300 ( 253)
( 47,069)
25,306 ( 21,763)
Remeasurements:
Return on plan assets (excluding - 2,241 2,241
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 ($ 41,710) $ 23,356 ($ 18,354)
~27~
Present value of Present value of
defined benefit Fair value Net defined
obligations ofplanassets benefitliability
Year ended December 31, 2023
Balance at January 1 ($ 41,545)
$ 29,120
($ 12,425)
Current service cost ( 320)
-
( 320)
Interest (expense) income ( 499)
349
( 150)
( 42,364)
29,469 ( 12,895)
Remeasurements:
Return on plan assets (excluding - 144 144
amounts included in interest
income or expense)
Experience adjustments ( 8,526)
-
( 8,526)
( 8,526)
144 ( 8,382)
Pension fund contribution - 185 185
Paid pension 4,792 ( 4,792)
-
Balance at December 31 ($ 46,098)
$ 25,006
($ 21,092)

(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%
3.25%
2023
1.20%
3.25%

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

~28~

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 ($ 701) $ 718 603
$
($ 592)
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 years.

B. Defined contribution pension plan

Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2024 and 2023 were $1,655 and $1,644, respectively.

(7) Share capital

As of December 31, 2024 and 2023, the Company’s authorised capital was $7,000,000 and the paidin capital was $5,853,533, consisting of 585,353,297 common shares with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

~29~

(8) Capital surplus

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

(9) Retained earnings

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

  • (a) 10% for legal reserve.

  • (b) Special reserve.

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

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

  • 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.

~30~

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
(in dollars)
43,759
$ 6,335
439,015
0.75
$ 489,109
$ -
$ 2023
2022
Amount
43,759
$ 6,335
439,015
489,109
$ -
$
Dividends
per share
Amount
(in dollars)
19,955
$ -
292,677
0.50
$ 312,632
$ 1,785,959
$

Reversal of special reserve

  • (b) Subsequent events: the appropriations of 2024 earnings had been proposed by the Board of Directors on March 12, 2025. Details are summarised below:
Legal reserve
Cash dividends
Reversal of special reserve
Dividends
per share
Amount
(in dollars)
150,151
$ 760,959
1.30
$ 911,110
$ 904,748
$ 2024

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.

(10) Operating revenue

Operating revenue
Revenue from contracts with customers For the years ended December 31,
2024
70,678
$
2023
60,956
$

The Company derives revenue from the transfer of services over time- management service revenue. Contract liabilities

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

Contract liabilities December31,2024
76
$
December31,2023
-
$
January1,2023
-
$
~31~

(11) Interest income

Interest income from bank deposits Interest income from finance lease

For theyears ended For theyears ended December31,
2024 2023
$ 2,228
$ 2,491
8,776
9,317
$ 11,004
$ 11,808

(12) Other income

Fee income from endorsements and guarantees Rent income Other income - others

For the years ended For the years ended December 31,
2024 2023
$ 344
$ 1,558
183 183
34
27
$ 561
$ 1,768

(13) Other gains and losses

Net currency exchange gain (loss)
Loss on disposals of property, plant and equipment
Claim gain
Other gains (losses)
2024
2023
2,924
$ 14,431)
($ -
36)
(
-
1,708
112
371)
(
3,036
$ 13,130)
($ Forthe years endedDecember31,

(14) Finance costs

Finance costs
Interest expense:
Interest expense on bank borrowings
Forthe years endedDecember31,
2024
60,802
$
2023
45,100
$

(15) Expenses by nature

Expenses by nature
Employee benefit
expense
Depreciation
Amortisation
Forthe years endedDecember31,
2024 Total
125,354
$ 2,004
548
2023
Operating
costs
-
$ -
-
Operating
expenses
125,354
$ 2,004
548
Operating
costs
-
$ -
-
Operating
expenses
77,188
$ 1,591
134
Total
77,188
$ 1,591
134
~32~

(16) Employee benefit expense

Wages and salaries
Labor and health
insurance fees
Pension costs
Directors’
remuneration
Other personnel
expenses
Total
Operating
costs
-
$ -
-
-
-
-
$
Operating
Operating
Operating
expenses
Total
costs
expenses
82,335
$ 82,335
$ -
$ 57,128
$ 4,044
4,044

-

3,776
2,326
2,326

-

2,114
34,009

34,009
-
11,906
2,640
2,640
-
2,264
125,354
$ 125,354
$ -
$ 77,188
$ Forthe years endedDecember31,
2024
2023
Total
57,128
$ 3,776
2,114
11,906
2,264
77,188
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2024 and 2023, employees’ compensation was accrued at $31,958 and $9,856, respectively; while directors’ and supervisors’ remuneration was 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’ and supervisors’ 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’ and supervisors’ 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’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • C. For the years ended December 31, 2024 and 2023, the number of the Company’s employees per month was 36 and 35, respectively, of which 6 directors were not the Company’s employees.

  • D. (a) For the years ended December 31, 2024 and 2023, the average employee benefit expense was $3,045 and $2,251, respectively.

  • (b) For the years ended December 31, 2024 and 2023, the average employee salary expense was

~33~

$2,744 and $1,970, respectively.

  • (c) Change in adjustments of the average employee salaries and wages was 39.29%.

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

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

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

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

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

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

~34~

(17) Income tax

A. Income tax expense

  • (a) Components of income tax expense:
Forthe years ended Forthe years ended December31,
2024 2023
Current tax:
Current tax on profits for the year $ 23,694
$ 35,307
Tax on undistributed surplus earnings - 13,206
Prior year income tax underestimation 1,493 -
Total current tax 25,187 48,513
Deferred tax:
Origination and reversal of temporary
differences ( 7)
1,771
Total deferred tax ( 7)
1,771
Income tax expense $ 25,180 $ 50,284
  • (b) The income tax credit relating to components of other comprehensive income (loss) is as follows:
For the years ended For the years ended For the years ended December 31,
2024 2023
Remeasurement of defined benefit obligations $ 626
($ 1,676)
Reconciliation between income tax expense and accounting profit:
Forthe years ended December31,
2024 2023
Tax calculated based on profit before tax and
statutory tax rate $ 304,838
$ 98,916
Tax exempt income by tax regulation ( 281,151)
( 61,838)
Tax on undistributed surplus earnings - 13,206
Prior year income tax underestimation 1,493 -
Income tax expense $ 25,180 $ 50,284
  • B. Reconciliation between income tax expense and accounting profit:
~35~

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 loss
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 amounts of 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.

~36~

(18) Earnings per share

Basic earnings per share
Profit attributable
to ordinary shareholders
Diluted earnings per share
Profit attributable to
ordinary shareholders
Assumed conversion of
all dilutive potential
ordinary shares
- employees’
compensation
Profit attributable to
ordinary shareholders
plus assumed conversion
of all dilutive potential
ordinary shares
Basic earnings per share
Profit attributable
to ordinary shareholders
Diluted earnings per share
Profit attributable to
ordinary shareholders
Assumed conversion of
all dilutive potential
ordinary shares
- employees’
compensation
Profit attributable to
ordinary shareholders
plus assumed conversion
of all dilutive potential
ordinary shares
Forthe yearendedDecember31,2024 Forthe yearendedDecember31,2024 Forthe yearendedDecember31,2024
Weighted average
number of ordinary
shares outstanding
Earnings per share
Amount aftertax
(sharesinthousands)
(indollars)
1,499,009
$ 585,353
2.56
$ 1,499,009
$ 585,353
-
1,276
1,499,009
$ 586,629
2.56
$ Forthe yearendedDecember31,2023
Earnings per share
(indollars)
2.56
$
2.56
$
Amount aftertax

444,298
$ 444,298
$ -
444,298
$
Weighted average
number of ordinary
shares outstanding
(sharesinthousands)
585,353
585,353
389
585,742
Earnings per share
(indollars)
0.76
$
0.76
$
~37~

(19) Changes in liabilities from financing activities

At January 1, 2024
Proceeds from borrowings
Payment of principal
Impact of changes in
foreign exchange rate
At December 31, 2024
At January 1, 2023
Proceeds from borrowings
Payment of principal
Impact of changes in
foreign exchange rate
At December 31, 2023
Long-term notes and
Liabilities from
Short-term
accounts payable -
financing
borrowings
related parties
activities-gross
3,055,000
$ 512,857
$ 3,567,857
$ 260,000
-
260,000
-

3,554)
(
3,554)
(
-
34,683
34,683

3,315,000
$ 543,986
$ 3,858,986
$
Long-term notes and
Liabilities from
Short-term
accounts payable -
financing
borrowings
related parties
activities-gross
1,595,000
$ 1,689,050
$ 3,284,050
$ 1,460,000
-

1,460,000
-
1,174,369)
(
1,174,369)
(
-
1,824)
(
1,824)
(
3,055,000
$ 512,857
$ 3,567,857
$

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

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

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

~38~

(2) Significant related party transactions and balances

A. Operating revenue

Operating revenue
For the years ended December 31,
2024 2023
Management revenue:
Subsidiaries of Norley Corporation Inc. $ -
$ 5,975
Sincere Navigation Corporation (Singapore)
Pte. Ltd. 67,796
52,186
Other related parties 2,882
2,795
$ 70,678
$ 60,956

B. Operating expense

Administrative service expenses:
Other related parties
2024
2023
372
$ -
$ Forthe years endedDecember31,

C. Other income

Fee income from endorsements and guarantees:
Ocean Grace Limited
Bridge Poiema Limited
For theyears ended December31, For theyears ended December31,
2024
344
$ -
344
$
2023
451
$ 1,107
1,558
$

D. Other receivables / payables

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

Receivables:
Norley Corporation Inc.
Payables:
Norley Corporation Inc.
December31,2024
361
$ 111
$
December31,2023
1,636
$
155
$

E. Leasing arrangements - lessor

  • (a) The Company leases vessels and equipment to Sincere Navigation Corporation (Singapore) Pte. Ltd. Rents are received at the end of the month.
~39~
  • (b) Finance lease receivable
Finance lease receivable
December31,2024 December31,2023
Sincere Navigation Corporation
(Singapore) Pte. Ltd. $ 507,166
$ 505,608
Finance income from the net investment in the finance lease
Forthe years ended December31,
2024 2023
Sincere Navigation Corporation
(Singapore) Pte. Ltd. $ 8,776 $ 9,317
  • (c) Finance income from the net investment in the finance lease

  • F. On May 10, 2024, the stockholders of Heywood Limited and Norley corporation Inc. during their meeting resolved to distribute dividends amounting to $83,294 (US$2,600 thousand) and $201,004 (US$6,200 thousand), respectively and the Company received the above dividends from subsidiaries in May 2024 and July 2024, respectively.

  • G. Financing (shown as ‘long-term notes and accounts payable - related parties’ and ‘other payables - related parties’)

Heywood Limited
Heywood Limited
Forthe yearendedDecember31,2024 Forthe yearendedDecember31,2024 Forthe yearendedDecember31,2024 Forthe yearendedDecember31,2024
Maximum
Ending
Total interest
balance
balance
Interestrate
expense
548,428
$ 543,986
$ -
-
$ (USD $16,700
thousand)
(USD $16,590
thousand)
Forthe yearendedDecember31,2023
Total interest
expense
-
$
Maximum
balance
922,500
$ (USD $30,000
thousand)
Ending
balance
512,857
$ (USD $16,700
thousand)
Interestrate
-
Total interest
expense
-
$
  • H. The Company issued promissory notes to Mega Bank as collateral for the indirect investees as resolved by the Board of Directors. Refer to Note 13(1)B.

  • I. Other guarantee transactions

  • Refer to Note 6(5) for details.

(3) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
For theyears ended December31,
2024
44,282
$ 638
44,920
$
2023
29,992
$ 619
30,611
$
~40~

8. PLEDGED ASSETS

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

Guarantee deposits
Land, building
and structures
December31,2024
6,922
$ 98,770

105,692
$
December31,2023
Purpose
6,922
$ Deposit of golf certificates
99,920
Credit lines of short-term
borrowings
106,842
$
  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

  2. COMMITMENTS

(1) Contingencies

None.

(2) Commitments

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

  • B. The Company has outstanding notes payable for bank financing amounting to $4,500,000.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

For the details of the appropriation of 2024 earnings as proposed by the Board of Directors, refer to Note 6(9)D.

12. OTHERS

(1) Capital management

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

~41~

(2) Financial instruments

A. Financial instruments by category

==> picture [464 x 278] intentionally omitted <==

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

December 31, 2024 December 31, 2023
Financial assets
Financial assets at amortised cost
Cash and cash equivalents $ 56,829 $ 59,515
Other receivables 184 502
Other receivables - related parties 361 1,636
Guarantee deposits 6,922 6,922
$ 64,296 $ 68,575
Finance lease receivable due from related
parties, net $ 507,166 $ 505,608
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings $ 3,315,000 $ 3,055,000
Other payables 72,160 28,304
Other payables - related parties 111 155
Long-term notes and accounts
payable - related parties 543,986 512,857
$ 3,931,257 $ 3,596,316
----- End of picture text -----

  • B. Financial risk management policies

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

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

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company used in various functional currency, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities

~42~

denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

==> picture [434 x 421] intentionally omitted <==

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

December 31, 2024
Foreign currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD : NTD $ 16,610 32.79 $ 544,635
Investments accounted for
under equity method
USD : NTD $ 657,126 32.79 $ 21,547,157
Financial liabilities
Monetary items
USD : NTD $ 16,593 32.79 $ 544,097
December 31, 2023
Foreign currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD : NTD $ 17,829 30.71 $ 547,535
Investments accounted for
under equity method
USD : NTD $ 614,197 30.71 $ 18,862,002
Financial liabilities
Monetary items
USD : NTD $ 16,705 30.71 $ 513,012
----- End of picture text -----

iii. The unrealised exchange gain arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2024 and 2023 amounted to $340 and $4,388, respectively.

~43~
  • iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:

==> picture [432 x 448] intentionally omitted <==

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

For the year ended December 31, 2024
Sensitivity analysis
Effect on other
Degree of Effect on profit comprehensive
variation or loss income
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 5,446 $ -
Investments accounted for
under equity method
USD:NTD 1% $ - $ 215,472
Financial liabilities
Monetary items
USD:NTD 1% $ 5,441 $ -
For the year ended December 31, 2023
Sensitivity analysis
Effect on other
Degree of Effect on profit comprehensive
variation or loss income
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 5,475 $ -
Investments accounted for
under equity method
USD:NTD 1% $ - $ 188,620
Financial liabilities
Monetary items
USD:NTD 1% $ 5,130 $ -
----- End of picture text -----

~44~

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the contract cash flows of the accounts receivable based on the agreed terms.

  • ii. The Company manages its credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, the Company is responsible for managing and analysing the credit risk for each of the new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

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

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

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

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

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

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

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

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

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

  • vii. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights. As of December 31, 2024 and 2023, the Company’s written-off financial assets that are still under recourse procedures amounted to $0.

~45~

(c) Liquidity risk

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

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

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

Non-derivative financial liabilities

Non-derivative financial liabilities
December 31, 2024
Short-term borrowings
Other payables
Other payables - related parties
Long-term notes and accounts
payable - related parties
Non-derivative financial liabilities:
Up to1year
3,327,959
$ 72,160
111
-
Up to1year
3,063,497
$ 28,304
155
-
Between 1 year
and 5 years
-
$ -
-
543,986
Between 1 year
and 5 years
-
$ -
-
512,857
Over5 years
-
$ -
-
-
Over5 years
December 31, 2023
Short-term borrowings
Other payables
Other payables - related parties
Long-term notes and accounts
payable - related parties
-
$ -
-
-

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.

~46~
  • 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.

  • 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

Not applicable.

~47~

SINCERE NAVIGATION CORPORATION DETAILS OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2024

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Items
Cash on hand and petty cash
Checking accounts
Demand deposits
— NTD
— USD
— JPY
Time deposits
— USD
Summary
5
$ 2
19,790
$ USD 34 thousand rate 32.79
1,111
JPY 183 thousand rate 0.2099
39
20,940
USD 1,094 thousand rate 32.79
35,882
56,829
$ Amount
Summary
5
$ 2
19,790
$ USD 34 thousand rate 32.79
1,111
JPY 183 thousand rate 0.2099
39
20,940
USD 1,094 thousand rate 32.79
35,882
56,829
$ Amount
56,829
$

~48~

SINCERE NAVIGATION CORPORATION DETAILS OF INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2024

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cumulative
Investment Reductions translation
Balance at January1,2024 income Additions (Note) adjustment Balance atDecember31,2024
Number of Number of
Note: Shares Amount Amount Amount Amount Amount Shares Ownership Amount Net assets Collateral
Norley 500 $ 12,327,296
$ 93,553
$ -
($ 201,004)
$ 836,492
500 100% $ 13,056,337
$ 13,290,046
None
Corporation
Inc.
Heywood
Limited 500 5,989,703 113,695
- ( 83,294)
404,420 500 100% 6,424,524 6,426,152 "
Sincere
Navigation
Corporation
(Singapore)
Pte. Ltd. 100,000 545,003 1,453,597 - - 67,696 100,000 100% 2,066,296 1,817,373 "
$ 18,862,002 $ 1,660,845 $ - ($ 284,298) $ 1,308,608 $ 21,547,157
$ 21,533,571

Note: The reduction amounts pertain to the repatriation of earnings by subsidiaries.

~49~

SINCERE NAVIGATION CORPORATION

SHORT-TERM LOANS

DECEMBER 31, 2024

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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Balance at Term Interest
Type Bank December 31, 2024 of contract rate (%) Loan Commitments Collateral
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Guaranteed borrowings
Mega Bank
"
E.SUN Bank
"
Cathay Bank
"
Fubon Bank
"
Bank SinoPac
"
Taishin Bank
"
Yuanta Bank
"
First Bank
"
Chang Hwa
"
Taiwan Bank
Unsecured borrowings
First Bank
225,000
$ within one year
2.55%
300,000
$ Land, buildings, and promissory notes
460,000

within one year
1.95%
1,000,000
Promissory notes, deposit as collateral by Heywood Limited
760,000

within one year
1.80%
1,000,000
"
200,000
within one year
2.08%
1,000,000
"
82,000
within one year
1.93%
200,000
"
222,000
within one year
1.91%
500,000
"
230,000
within one year
1.94%
500,000
Deposit as collateral by Heywood Limited
350,000
within one year
1.86%
500,000
"
100,000
within one year
1.88%
200,000
"
300,000
within one year
1.83%
300,000
Deposit as collateral by Norley Corporation Inc.
386,000
within one year
2.16%
600,000
None
3,315,000
$

~50~

SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2024 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Refer to Note 6(10) of the Financial Report.

~51~

SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2024

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Items
Payroll expenses
Directors’ remuneration
Pension
Office supplies expenses
Travelling expenses
Postage and phone/Fax expense
Repairs and maintenance expenses
Utility fee
Insurance
Entertainment
Taxes
Depreciation
Amortisation
Meals expenses
Employee benefits
Professional service fees
Other expenses
Amount
82,335
$ 34,009
2,326
373

3,986

1,385
97

174

4,693

643

452
2,004
548
1,041
1,091

3,735
22,236
161,128
$

~52~

SINCERE NAVIGATION CORPORATION DETAILS OF LABOR, DEPRECIATION AND AMORTIZATIION BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2024 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Refer to Note 6(15)(16) of the Financial Report.

~53~

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