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SNC — Audit Report / Information 2025
Nov 17, 2025
52159_rns_2025-11-17_dde71c82-a07d-457e-b247-afb41550eff8.pdf
Audit Report / Information
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT DECEMBER 31, 2025 AND 2024
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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INDEPENDENT AUDITORS’ REPORT
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, 2025 and 2024, 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, 2025 and 2024, 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.
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.com
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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 2025 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 2025 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, 2025, the Company’s subsidiaries recorded as investments accounted for using equity method amounted to NT$21,535,234 thousand, constituting 97% of the Company’s total assets, while the share of profit of the investments constituted 115% 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 Note 4(11) of parent company only financial statements and Notes 4(14) and 5(2) 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, 2025, the Group’s vessel equipment amounted to NT$13,108,403 thousand, constituting 60% of total assets.
www.pwc.com
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The main assumptions adopted in measuring the recoverable amount are subject to management’s judgement, which include the estimation of residual value, useful life, future freight rate and the rate used to discount projected future cash flows. The results of accounting estimates have a significant effect on evaluating the recoverable amount. Therefore, we considered the impairment of vessels and equipment as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Obtained the information that management used to assess whether there was an indication that the assets were impaired. Inspected the accuracy of the information which was obtained from internal and external sources, and assessed the reasonableness of the assessment result.
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Obtained the valuation information used by management in determining the recoverable amount. Discussed the operating plan with management about the income and expenses that may occur in the future and reviewed performance conditions of previous operating plan to assess management’s performance intention and ability. Obtained subsequent information within a certain period and compared with the original plan.
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
www.pwc.com
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management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of
www.pwc.com
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accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
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.
www.pwc.com
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Liao, Fu-Ming[TSAI, PEI-HUA ]
For and on Behalf of PricewaterhouseCoopers, Taiwan March 12, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
www.pwc.com
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SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Assets | Notes 6(1) 6(4) and 7 7 6(2) 6(3) and 8 6(17) 6(4), 7 and 8 |
December 31, 2025 AMOUNT % $71,227-32,349-92-451-2,207-106,326-21,535,23497101,1821540-5,343-428,991222,071,290100$22,177,616100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
AMOUNT$71,22732,349924512,207106,32621,535,234101,1825405,343428,99122,071,290$22,177,616 |
AMOUNT$56,82933,1561843612,88493,41421,547,157101,3659537,126480,93222,137,533$22,230,947 |
% | ||
| Current assets 1100 Cash and cash equivalents 1199 Finance lease receivable due from related parties, net 1200 Other receivables 1210 Other receivables - related parties 1410 Prepayments 11XX Total current assets Non-current assets 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
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- |
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971--2 |
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100 |
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100 |
(Continued)
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SINCERE NAVIGATION CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Liabilities and Equity | December 31, 2025 Notes AMOUNT % 6(5) and 8 $4,056,0001876-55,593-7 --99,06914,210,738197 490,30826(6) 10,428-77-500,81324,711,551216(7) 5,853,533266(8) 165,88616(9) 3,470,19216--8,450,10438(473,650) (2)17,466,065799 11 $22,177,616100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|
AMOUNT$3,315,0007672,16011124,3143,411,661543,98618,354-562,3403,974,0015,853,533165,5763,320,041904,7487,609,188403,86018,256,946$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 2670 Other non-current liabilities, others 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 |
15---- |
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15 |
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3-- |
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3 |
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18 |
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261154342 |
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82 |
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100 |
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNT)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT % 6(10) and 7 $98,318100$70,678100-- (5)-98,31810070,6731006(15)(16) and 7 (157,569) (160) (161,128) (228)(59,251) (60) (90,455) (128)6(4)(11) 10,0811011,004166(12) and 7 4,607556116(13) (23,816) (24)3,03646(14) (71,359) (73) (60,802) (86)6(2) 1,089,97511091,660,84523501,009,48810271,614,6442285950,2379671,524,18921576(17) (102,915) (105) (25,180) (36)$847,322862$1,499,00921216(6) ($55)-$3,12846(17) 11- (626) (1)(877,510) (893)1,308,6081852($877,554) (893) $1,311,1101855($30,232) (31) $2,810,11939766(18) $1.45$2.566(18) $1.45$2.56 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6200 General and administrative expenses 6900 Loss from operations 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 (loss) gain on defined benefit plan 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive (loss) income for the year Earnings per share 9750 Basic earnings per share (in dollars) 9850 Diluted earnings per share (in dollars) |
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| 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 For the year ended December 31, 2025 Balance at January 1, 2025 Profit for the year Other comprehensive loss Total comprehensive income Appropriations of 2024 earnings: Legal reserve Special reserve Cash dividends Overdue unclaimed cash dividends Balance at December 31, 2025 |
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 |
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 |
$120,593-------$120,593$120,593-------$120,593 |
$5,756------(16 )$5,740$5,740------310$6,050 |
$ 3,276,282---43,759---$ 3,320,041$ 3,320,041---150,151---$ 3,470,192 |
$898,413 ---- 6,335 - -$904,748 $904,748 -- -- (904,748 ) - -$- |
$ 6,596,7861,499,0092,5021,501,511(43,759 )(6,335 )(439,015 )-$ 7,609,188$ 7,609,188847,322(44 )847,278(150,151 )904,748(760,959 )-$ 8,450,104 |
($904,748 )-1,308,6081,308,608----$403,860$403,860-(877,510 )(877,510 )----($473,650 ) |
$ 15,885,8581,499,0091,311,1102,810,119--(439,015 )(16 )$ 18,256,946$ 18,256,946847,322(877,554 )(30,232 )--(760,959 )310$ 17,466,065 |
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(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 Unrealized foreign exchange (gain) loss Changes in operating assets and liabilities Changes in operating assets Other receivables Other receivables - related party Prepayments Changes in operating liabilities Current contract liabilities Other payables Other payables - related party Accrued pension liabilities Other non-current liabilities, others Cash outflow generated from operations Interest received Income tax paid Income tax refund Dividends received Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in refundable deposits Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Finance lease received Interest paid Cash dividends paid Overdue unclaimed (claiming overdue unclaimed) cash dividends transferred into capital surplus Decrease in loan from related party Net cash flows used in financing activities 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 endedDecember 31, Notes 2025 2024 $950,237 $1,524,1896(3)(15) 2,0042,0046(15) 6025486(11) ( 1,854 ) ( 2,228 )6(4)(11) ( 8,227 ) ( 8,776 )6(14) 71,35960,8026(2) ( 1,089,975 ) ( 1,660,845 )( 2,835 ) 2,3317017( 90 ) 1,275677 ( 1,205 )-76( 17,606 ) 45,381( 111 ) ( 44 )( 7,981 ) 39077 - ( 103,653 ) ( 36,085 )1,8762,529( 26,366 ) ( 49,166 )-1,2447 224,388 284,298 96,245 202,820 6(3) ( 1,821 ) ( 176 )-12( 189 ) -( 69 ) - ( 2,079 ) ( 164 )6(19) 15,931,30016,113,5006(19) ( 15,190,300 ) ( 15,853,500 )39,83239,570( 70,320 ) ( 62,327 )6(9) ( 760,959 ) ( 439,015 )310 ( 16 )6(19) ( 29,631 ) ( 3,554 )( 79,768 ) ( 205,342 )14,398 ( 2,686 )56,829 59,515 $71,227 $56,829 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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SINCERE NAVIGATION CORPORATION
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(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.
- 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, 2026.
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 2025 are as follows:
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| 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.
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(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC
but not yet adopted by the Company
New standards, interpretations and amendments endorsed by the FSC effective from 2026 are as follows:.
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| New Standards,Interpretations and Amendments | Effective date by International Accounting 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’ | |
| 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’ | |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
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 and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 18, ‘Presentation and disclosure in financial statements’ IFRS 19, ‘Subsidiaries without public accountability: disclosures’ Amendments to IAS 21, ‘Translation to a Hyperinflationary Presentation Currency’ |
To be determined by International Accounting Standards Board January 1, 2027 (Note) January 1, 2027 January 1, 2027 |
Note : The FSC has announced in a press release on September 25, 2025 that public companies will apply IFRS 18 starting from the fiscal year 2028. Additionally, entities can choose to adopt IFRS 18 earlier based on their requirements after the FSC endorses IFRS 18.
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.
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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.
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 defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation, the parent company only financial statements have been prepared under the historical cost convention.
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B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC
®Interpretations, and SIC®Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(3) Foreign currency translation
Items included in the parent company only financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Company’s presentation currency.
Foreign currency transactions and balances
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A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
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B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-
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translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
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D. All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
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E. Translation of foreign operations
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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
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(a) Assets that are expected to be realised, or are intended to be sold or consumed in the normal operating cycle;
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(b) Assets that are held primarily for the purposes of trading;
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(c) Assets that are expected to be realised within twelve months after the reporting period;
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(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities for at least twelve months after the reporting period.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settled in the normal operating cycle;
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(b) Liabilities that are held primarily for the purposes of trading;
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(c) Liabilities that are due to be settled within twelve months after the reporting period;
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(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.
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(5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(6) 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
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-
Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.
-
D. 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 3 ~ 42 years Office equipment 3 ~ 8 years
(11) Impairment of non-financial assets
The Company assesses at each balance sheet date the recoverable amounts of those assets where
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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
-
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 draw-down occurs.
(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
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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’ remuneration
- Employees’ compensation and directors’ 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.
-
(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 will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
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(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.
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
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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 |
December31,2025 December31,2024 - $ 5 $ 35,520 20,942 35,707 35,882 71,227 $ 56,829 $ |
|---|---|
-
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. |
December31,2025 12,556,422 $ 6,169,648 2,809,164 21,535,234 $ |
December31,2024 |
| 13,056,337 $ 6,424,524 2,066,296 |
||
| 21,547,157 $ |
- 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. |
For the years ended December 31, | For the years ended December 31, |
|---|---|---|
| 2025 150,489 $ 117,508 821,978 1,089,975 $ |
2024 | |
| 93,553 $ 113,695 1,453,597 |
||
| 1,660,845 $ |
- 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, 2025.
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(3) Property, plant and equipment
| At January 1, 2025 Cost Accumulated depreciation 2025 Opening net book amount Additions Depreciation Closing net book amount At December 31, 2025 Cost Accumulated depreciation 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 |
Buildings Office Land and structures equipment Total 90,215 $ 30,819 $ 3,933 $ 124,967 $ - 20,946) ( 2,656) ( 23,602) ( 90,215 $ 9,873 $ 1,277 $ 101,365 $ 90,215 $ 9,873 $ 1,277 $ 101,365 $ - 934 887 1,821 - 1,361) ( 643) ( 2,004) ( 90,215 $ 9,446 $ 1,521 $ 101,182 $ 90,215 $ 31,753 $ 4,820 $ 126,788 $ - 22,307) ( 3,299) ( 25,606) ( 90,215 $ 9,446 $ 1,521 $ 101,182 $ 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 $ |
|---|---|
-
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).
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- (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:
| For the years endedDecember31, | For the years endedDecember31, | |
|---|---|---|
| 2025 | 2024 | |
| Finance income from the net investment in the | ||
| finance lease | 8,227 $ |
8,776 $ |
- B. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
| 2025 2026 2027 2028 2029 After 2030 Total |
December31,2025 $ - 40,152 40,152 40,262 40,152 341,889 502,607 $ |
December31,2024 |
|---|---|---|
| 41,889 41,889 41,889 42,004 41,889 356,684 |
||
| 566,244 $ |
- C. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
| Current Undiscounted lease payments 40,152 $ Unearned finance income 7,803) ( ( Net investment in the lease 32,349 $ December |
December | Non-current 462,455 $ 40,455) ( 422,000 $ 31,2025 |
December | 31, 2024 |
|---|---|---|---|---|
| Current 41,889 $ 8,733) ( 33,156 $ |
Non-current | |||
| 524,355 $ 50,345) |
||||
| 474,010 $ |
- D. The Company has no overdue lease receivables from the lessee, and the amount of loss arising from credit risk is assessed to be insignificant.
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(5) Short-term borrowings
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----- Start of picture text -----
Type of borrowings December 31, 2025 Interest rate range Collateral
Bank borrowings
Secured borrowings $ 3,400,000 1.83%-2.15% Land, buildings,
promissory notes and
pledged time deposits
Unsecured borrowings 656,000 2.16%-2.20% Promissory notes
$ 4,056,000
Type of borrowings December 31, 2024 Interest rate range Collateral
Bank borrowings
Secured borrowings $ 2,929,000 1.80%-2.55% Land, buildings,
promissory notes and
pledged time deposits
Unsecured borrowings 386,000 2.16% -
$ 3,315,000
----- End of picture text -----
Guarantees for the credit line of the Company’s short-term borrowings provided by subsidiaries are as follows:
| Heywood Limited Norley Corporation Inc. |
December31,2025 December 31, 2024 Footnote 4,900,000 $ 4,900,000 $ Pledged time deposits 300,000 300,000 '' |
|---|---|
(6) Pensions
-
A. Defined benefit pension plan
-
(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.
Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions to cover the deficit by next March.
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(b) The amounts recognised in the balance sheet are as follows:
| December | 31,2025 | December | 31,2024 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 36,083) |
($ | 41,710) |
| Fair value of plan assets | 25,655 | 23,356 | ||
| Net liability recognised in the balance sheet | ($ | 10,428) | ($ | 18,354) |
(c) Movements in net defined benefit liabilities are as follows:
| Present value of defined benefit obligations Year ended December 31, 2025 Balance at January 1 41,710) ($ Current service cost 417) ( Interest (expense) income 668) ( 42,795) ( Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) - Change in financial assumptions 699) ( Experience adjustments 1,014) ( 1,713) ( Pension fund contribution - Paid pension 8,425 Balance at December 31 36,083) ($ |
ofplan assets benefit liability 23,356 $ 18,354) ($ - 417) ( 374 294) ( 23,730 19,065) ( 1,658 1,658 - 699) ( - 1,014) ( 1,658 55) ( 267 267 - 8,425 25,655 $ 10,428) ($ Fair value Net defined |
|---|---|
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| Present value of defined benefit obligations Year ended December 31, 2024 Balance at January 1 46,098) ($ Current service cost 418) ( Interest (expense) income 553) ( 47,069) ( Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) - Change in financial assumptions 1,158 Experience adjustments 271) ( 887 Pension fund contribution - Paid pension 4,472 ( Balance at December 31 41,710) ($ |
ofplan assets benefit liability 25,006 $ 21,092) ($ - 418) ( 300 253) ( 25,306 21,763) ( 2,241 2,241 - 1,158 - 271) ( 2,241 3,128 281 281 4,472) - 23,356 $ 18,354) ($ Fair value Net defined |
benefit liability Net defined |
|---|---|---|
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2025 and 2024 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 |
For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
| 2025 1.30% 3.25% |
2024 | |
| 1.60% | ||
| 3.25% |
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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:
| December 31, 2025 Effect on present value of defined benefit obligation ( December 31, 2024 Effect on present value of defined benefit obligation ( |
Increase Decrease 0.25% 0.25% 584) $ 598 $ 701) $ 718 $ Discount rate |
Increase Decrease 0.25% 0.25% 497 $ 488) ($ 603 $ 592) ($ Future salaryincreases |
|---|---|---|
| Increase 0.25% 584) $ 701) $ |
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, 2026 amount to $260.
-
(g) As of December 31, 2025, 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. For the foreign employees without permanent residence permits, the Company provisions the pension to 6% of the employees' monthly salary and wages in accordance with the labor contract. The benefits accrued are paid 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, 2025 and 2024 were $2,077 and $1,655, respectively.
(7) Share capital
- A. As of December 31, 2025, 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.
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- B. The number of the Company’s ordinary shares outstanding are both 585,353,297 shares at the beginning and the end of the years ended December 31, 2025 and 2024.
(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.
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D. Appropriation of earnings
- (a) The appropriations of 2024 and 2023 earnings had been resolved at the stockholders’ meeting on June 10, 2025 and June 12, 2024, respectively. Details are summarised below:
| Legal reserve Special reserve Cash dividends Reversal of special reserve |
Dividends per share Amount (indollars) 150,151 $ - 760,959 1.30 $ 911,110 $ 904,748 $ 2024 |
Dividends per share Amount (indollars) 43,759 $ 6,335 439,015 0.75 $ 489,109 $ - $ 2023 |
|---|---|---|
- (b) Subsequent events: the appropriations of 2025 earnings had been proposed by the Board of Directors on March 12, 2026. Details are summarised below:
| Directors on March 12, 2026. Details are summarised below: | ||
|---|---|---|
| Legal reserve Special reserve Cash dividends |
2025 | |
| Amount 84,728 $ 473,650 585,353 1,143,731 $ |
Dividends per share (in dollars) |
|
| 1.00 $ |
||
As of March 12, 2026, aforementioned appropriations of 2025 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 | ||||
|---|---|---|---|---|
| For the years ended | December 31, | |||
| 2025 | 2024 | |||
| Revenue from contracts with customers | 98,318 $ |
$ | 70,678 |
The Company derives revenue from the transfer of services over time - management service revenue. Contract liabilities
- A. The Company has recognised the following revenue-related contract liabilities:
| Contract liabilities | December31,2025 December 31, 2024 76 $ 76 $ |
January1,2024 |
|---|---|---|
| - $ |
- B. Contract liabilities at the beginning of 2025 and 2024, amounting to $76 and $0, respectively, were all recognised as other income for the years ended December 31, 2025 and 2024, respectively.
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(11) Interest income
Interest income from bank deposits Interest income from finance lease
| For the years ended | For the years ended | December31, | |
|---|---|---|---|
| 2025 | 2024 | ||
| $ | 1,854 |
$ | 2,228 |
| 8,227 | 8,776 |
||
| $ | 10,081 |
$ | 11,004 |
(12) Other income
Fee income from endorsements and guarantees Rent income Other income - others
| For the years endedDecember31, | For the years endedDecember31, |
|---|---|
| 2025 4,405 $ 183 19 4,607 $ |
2024 |
| 344 $ 183 34 |
|
| 561 $ |
(13) Other gains and losses
Net currency exchange (loss) gain Other gain
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----- Start of picture text -----
For the years ended December 31,
2025 2024
($ 23,816) $ 2,924
- 112
($ 23,816) $ 3,036
----- End of picture text -----
(14) Finance costs
Interest expense: Interest expense on bank borrowings
| For the years endedDecember31, | For the years endedDecember31, |
|---|---|
| 2025 71,359 $ |
2024 |
| 60,802 $ |
(15) Expenses by nature
For the years ended December 31,
| Employee benefit expense Depreciation Amortisation |
2025 | Total 118,223 $ 2,004 602 |
2024 | ||
|---|---|---|---|---|---|
| Operating Operating costs expenses - $ 118,223 $ - 2,004 - 602 |
Operating costs - $ - - |
Operating expenses 125,354 $ 2,004 548 |
Total | ||
| 125,354 $ 2,004 548 |
~31~
(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 Total 85,780 $ 85,780 $ - $ 82,335 $ 82,335 $ 4,340 4,340 - 4,044 4,044 2,788 2,788 - 2,326 2,326 22,349 22,349 - 34,009 34,009 2,966 2,966 - 2,640 2,640 118,223 $ 118,223 $ - $ 125,354 $ 125,354 $ For the years endedDecember31, 2025 2024 |
|---|---|---|
-
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, of which no less than 0.3% shall be distributed to rank-and-file employees, and shall not be higher than 5% for directors’ remuneration.
-
B. For the years ended December 31, 2025 and 2024, employees’ compensation was accrued at $20,299 and $31,958, respectively; while directors’ remuneration was accrued at $20,299 and $31,958, respectively. The aforementioned amounts were recognised in salary expenses.
The employees’ compensation and directors’ remuneration were estimated and accrued based on 2.05% of distributable profit of current year for the year ended December 31, 2025. The employees’ compensation and directors’ remuneration resolved by the Board of Directors were both $20,299, and the employees’ compensation will be distributed in the form of cash.
Employees’ compensation and directors’ remuneration for 2024 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2024 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.
-
C. For the years ended December 31, 2025 and 2024, the number of the Company’s employees per month was 41 and 36, respectively, of which 6 directors were not the Company’s employees.
-
D. (a) For the years ended December 31, 2025 and 2024, the average employee benefit expense was $2,739 and $3,045, respectively.
-
(b) For the years ended December 31, 2025 and 2024, the average employee salary expense was $2,451 and $2,745, respectively.
-
(c) Change in adjustments of the average employee salaries and wages was (10.71%).
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-
E. 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.
~33~
(17) Income tax
A. Income tax expense
- (a) Components of income tax expense:
| Current tax: Current tax on profits for the year Tax on undistributed surplus earnings Prior year income tax underestimation Total current tax Deferred tax: Origination and reversal of temporary differences Total deferred tax Income tax expense |
2025 2024 24,490 $ 23,694 $ 74,757 - 1,874 1,493 101,121 25,187 1,794 7) ( 1,794 7) ( 102,915 $ 25,180 $ For the years endedDecember31, |
|---|---|
| 2025 24,490 $ 74,757 1,874 101,121 1,794 ( 1,794 ( 102,915 $ |
- (b) The income tax credit relating to components of other comprehensive (loss) income is as follows:
| For the years ended | For the years ended | December 31, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Remeasurement of defined benefit obligations | ($ | 11) |
$ | 626 | |
| Reconciliation between income tax expense and accounting profit: | |||||
| For the years ended | December31, | ||||
| 2025 | 2024 | ||||
| Tax calculated based on profit before tax and | |||||
| statutory tax rate | $ | 190,048 |
$ | 304,838 |
|
| Tax exempt income by tax regulation | ( | 163,764) |
( | 281,151) |
|
| Tax on undistributed surplus earnings | 74,757 | - | |||
| Prior year income tax underestimation | 1,874 | 1,493 | |||
| Income tax expense | $ | 102,915 | $ | 25,180 |
- B. Reconciliation between income tax expense and accounting profit:
~34~
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:Unfunded pension expense Unused compensated absences Unrealised exchange loss |
Recognised in Recognised in other comprehensive January1 profitor loss income 3,671 $ 1,581) ($ 11 $ 321 28) ( - 3,134 185) ( - 7,126 $ 1,794) ($ 11 $ 2025 2024 |
December31 |
|---|---|---|
| 2,101 $ 293 2,949 |
||
| 5,343 $ |
||
| Recognised in Recognised in other comprehensive January 1 profitor loss income 4,219 $ 78 $ 626) ($ 324 3) ( - 3,202 68) ( - 7,745 $ 7 $ 626) ($ |
December 31 | |
| 3,671 $ 321 3,134 |
||
| 7,126 $ |
-
D. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2025 and 2024, the amounts of temporary differences unrecognised as deferred tax liabilities were $20,847,143 and $20,097,243, respectively.
-
E. The Company’s income tax returns through 2023 have been assessed and approved by the Tax Authority.
~35~
(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 |
Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (sharesin thousands) (indollars) 847,322 $ 585,353 1.45 $ 847,322 $ 585,353 1.45 $ - 1,015 - 847,322 $ 586,368 1.45 $ For the yearendedDecember31,2025 |
|---|---|
~36~
| For the year | For the year | For the year | For the year | endedDecember 31,2024 | endedDecember 31,2024 | endedDecember 31,2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Weighted average | ||||||||||
| number of ordinary | ||||||||||
| shares outstanding | Earnings per share | |||||||||
| Amount after tax | (sharesin thousands) |
(indollars) | ||||||||
| Basic earnings per share | ||||||||||
| Profit attributable | ||||||||||
| to ordinary shareholders | $ | 1,499,009 | 585,353 | $ | 2.56 |
|||||
| Diluted earnings per share | ||||||||||
| Profit attributable to | ||||||||||
| ordinary shareholders | $ | 1,499,009 |
585,353 | $ | 2.56 |
|||||
| Assumed conversion of | ||||||||||
| all dilutive potential | ||||||||||
| ordinary shares | ||||||||||
| - employees’ | ||||||||||
| compensation | - | 1,276 | - | |||||||
| Profit attributable to | ||||||||||
| ordinary shareholders | ||||||||||
| plus assumed conversion | ||||||||||
| of all dilutive potential | ||||||||||
| ordinary shares | $ | 1,499,009 | 586,629 | $ | 2.56 | |||||
| Changes in liabilities from | financing activities | |||||||||
| Long-term notes and | Liabilities from | |||||||||
| Short-term | accounts payable - | financing | ||||||||
| borrowings | related parties | activities-gross | ||||||||
| At January 1, 2025 | $ | 3,315,000 |
$ | 543,986 |
$ | 3,858,986 |
||||
| Proceeds from borrowings | 15,931,300 | - | 15,931,300 | |||||||
| Payment of principal | ( | 15,190,300) |
( | 29,631) |
( | 15,219,931) |
||||
| Impact of changes in | ||||||||||
| foreign exchange rate | - | ( | 24,047) |
( | 24,047) |
|||||
| At December 31, 2025 | $ | 4,056,000 | $ | 490,308 |
$ | 4,546,308 |
||||
| Long-term notes and | Liabilities from | |||||||||
| Short-term | accounts payable - | financing | ||||||||
| borrowings | related parties | activities-gross | ||||||||
| At January 1, 2024 | $ | 3,055,000 |
$ | 512,857 |
$ | 3,567,857 |
||||
| Proceeds from borrowings | 16,113,500 | - | 16,113,500 | |||||||
| Payment of principal | ( | 15,853,500) |
( | 3,554) |
( | 15,857,054) |
||||
| Impact of changes in | ||||||||||
| foreign exchange rate | - | 34,683 | 34,683 | |||||||
| At December 31, 2024 | $ | 3,315,000 | $ | 543,986 | $ | 3,858,986 |
(19) Changes in liabilities from financing activities
~37~
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
==> picture [488 x 15] intentionally omitted <==
----- Start of picture text -----
Names of related parties Relationship with the Company
----- End of picture text -----
| 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 |
| (Sincere Navigation Corporation (Singapore)) | |
| Ocean Grace Limited | Third-tier 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.
(2) Significant related party transactions and balances
A. Operating revenue
| Operating revenue | ||
|---|---|---|
| Management revenue: Norley Sincere Navigation Corporation (Singapore) Other related parties |
2025 2024 26,728 $ - $ 68,792 67,796 2,798 2,882 98,318 $ 70,678 $ For the years endedDecember31, |
|
| - $ 67,796 2,882 |
||
| 70,678 $ |
B. Operating expense
| Administrative service expenses: Other related parties |
For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
| 2025 99 $ |
2024 | |
| 372 $ |
Administrative service expenses represent administrative expenses 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.
~38~
C. Other income
| Fee income from endorsements and guarantees: Norley Heywood Ocean Grace Limited |
2025 2024 3,920 $ - $ 485 - - 344 4,405 $ 344 $ For the years endedDecember31, |
|---|---|
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 Payables: Norley |
December31,2025 451 $ - $ |
December31,2024 |
|---|---|---|
| 361 $ |
||
| 111 $ |
-
E. Leasing arrangements - lessor
-
(a) The Company leases vessels and equipment to Sincere Navigation Corporation (Singapore). Rents are received at the beginning of the month.
-
(b) Finance lease receivable
| The Company leases vessels and equipment to Sincere Navigation Corporation (Singapore). Rents are received at the beginning of the month. Finance lease receivable |
The Company leases vessels and equipment to Sincere Navigation Corporation (Singapore). Rents are received at the beginning of the month. Finance lease receivable |
The Company leases vessels and equipment to Sincere Navigation Corporation (Singapore). Rents are received at the beginning of the month. Finance lease receivable |
|---|---|---|
| Finance income from the net investment in the finance lease December31,2025 December 31, 2024 Sincere Navigation Corporation (Singapore) 454,349 $ 507,166 $ 2025 2024 Sincere Navigation Corporation (Singapore) 8,227 $ 8,776 $ For the years endedDecember31, |
||
| 2025 8,227 $ |
2024 | |
| 8,776 $ |
-
(c) Finance income from the net investment in the finance lease
-
F. The Board of Directors of Heywood and Norley distributed dividends to the Company on April 25, 2025 and May 10, 2024 as follows:
| The Board of Directors of Heywood and Norley 25, 2025 and May 10, 2024 as follows: |
distributed dividends to the Company on April | distributed dividends to the Company on April |
|---|---|---|
| Heywood Norley |
For the years endedDecember31, | |
| 2025 110,568 $ (USD $3,400 thousand) 113,820 $ (USD $3,500 thousand) |
2024 | |
| 83,294 $ |
||
| (USD $2,600 thousand) 201,004 $ |
||
| (USD $6,200 thousand) |
The Company received the above dividends from subsidiaries in July 2025, May 2024 and July
~39~
2024, respectively.
- G. Financing (shown as ‘long-term notes and accounts payable - related parties’)
| Heywood Heywood |
Maximum Ending Total interest balance balance Interest rate expense 544,484 $ 490,308 $ - - $ (USD $16,590 thousand) (USD $15,600 thousand) Maximum Ending Total interest balance balance Interest rate expense 548,428 $ 543,986 $ - - $ (USD $16,700 thousand) (USD $16,590 thousand) For the yearendedDecember31,2025 For the yearendedDecember31,2024 |
Maximum Ending Total interest balance balance Interest rate expense 544,484 $ 490,308 $ - - $ (USD $16,590 thousand) (USD $15,600 thousand) Maximum Ending Total interest balance balance Interest rate expense 548,428 $ 543,986 $ - - $ (USD $16,700 thousand) (USD $16,590 thousand) For the yearendedDecember31,2025 For the yearendedDecember31,2024 |
|---|---|---|
| - $ |
||
-
H. The Company issued promissory notes 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 the years endedDecember31, | |
| 2025 44,619 $ 1,962 46,581 $ |
2024 | |
| 44,282 $ 638 |
||
| 44,920 $ |
~40~
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Guarantee deposits Land, building and structures |
December31,2025 December31,2024 Purpose 6,991 $ 6,922 $ Deposit of golf certificates 98,400 98,770 Credit lines of short-term borrowings 105,391 $ 105,692 $ |
Purpose |
|---|---|---|
-
SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
-
COMMITMENTS
(1) Contingencies
None.
(2) Commitments
-
A. For the details on the endorsements and guarantees provided by the Company to the indirect investees, refer to Note 13(1) B.
-
B. The Company has outstanding notes payable for bank financing amounting to $4,800,000.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
For the details of the appropriation of 2025 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
| Financial assets Financial assets at amortised cost Cash and cash equivalents Other receivables Other receivables - related parties Guarantee deposits Finance lease receivable due from related parties, net Financial liabilities Financial liabilities at amortised cost Short-term borrowings Other payables Other payables - related parties Long-term notes and accounts payable - related parties |
December 31,2025 71,227 $ 92 451 6,991 78,761 $ 454,349 $ 4,056,000 $ 55,593 - 490,308 4,601,901 $ |
December 31,2024 |
|---|---|---|
| 56,829 $ 184 361 6,922 |
||
| 64,296 $ |
||
| 507,166 $ |
||
| 3,315,000 $ 72,160 111 543,986 |
||
| 3,931,257 $ |
-
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 422] intentionally omitted <==
----- Start of picture text -----
December 31, 2025
Foreign currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD : NTD $ 15,899 31.43 $ 499,688
Investments accounted for
under equity method
USD : NTD $ 685,181 31.43 $ 21,535,233
Financial liabilities
Monetary items
USD : NTD $ 15,600 31.43 $ 490,308
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
----- 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, 2025 and 2024 amounted to $924 and $340, respectively.
~43~
- iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| Degree of Effect on profit variation or loss (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 5% 24,984 $ Investments accounted for under equity method USD:NTD 5% - $ Financial liabilities Monetary items USD:NTD 5% 24,515 $ Degree of Effect on profit variation or loss (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 5% 27,232 $ Investments accounted for under equity method USD:NTD 5% - $ Financial liabilities Monetary items USD:NTD 5% 27,205 $ For the yearendedDecember Sensitivityanalysis For the yearendedDecember Sensitivityanalysis |
For the yearendedDecember | For the yearendedDecember | 31,2025 |
|---|---|---|---|
| Sensitivityanalysis | |||
| Effect on other comprehensive income |
|||
| - $ 1,076,762 $ - $ 31,2024 |
|||
| Sensitivityanalysis | |||
| Effect on profit or loss 27,232 $ - $ 27,205 $ |
Effect on other comprehensive income |
||
| - $ 1,077,358 $ - $ |
|||
Cash flow and fair value interest rate risk
-
i. The Company’s interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Company 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 Company to fair value interest rate risk. During the years ended December 31, 2025 and 2024, the Company’s borrowings at variable rate were denominated in New Taiwan dollars.
-
ii. The Company analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing renewal of existing positions, alternative
~44~
financing and hedging. Based on these scenarios, the Company 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, 2025 and 2024, 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, 2025 and 2024 would have been $21,275 and $19,780 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 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 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 Company set expected credit loss rate based on the age of accounts receivable and did not distinguish customer groups. The Company used provision matrix method to calculate lifetime expected credit losses.
-
iii. The Company adopts the assumption under IFRS 15 and IFRS 9, 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 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;
~45~
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vi. 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, 2025 and 2024, the Company’s written-off financial assets that are still under recourse procedures amounted to $0.
(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 Company has the following undrawn borrowing facilities:
| Floating rate: Expiring within one year Fixed rate: Expiring within one year |
December 31, 2025 672,500 $ 1,871,500 2,544,000 $ |
December 31, 2024 |
|---|---|---|
| 822,000 $ 1,963,000 2,785,000 $ |
~46~
- iv. 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, 2025 Short-term borrowings Other payables Long-term notes and accounts payable - related parties Non-derivative financial liabilities: |
Upto1year 4,069,443 $ 55,593 - Up to 1 year 3,327,959 $ 72,160 111 - |
Between 1 year and 5 years Over5 years - $ - $ - - 490,308 - Between 1 year and 5 years Over 5 years - $ - $ - - - - 543,986 - |
| December 31, 2024 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.
-
D. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.
-
E. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 3.
-
F. Significant inter-company transactions during the reporting period: Refer to table 4.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China) : Refer to table 5.
(3) Information on investments in Mainland China
- A. Basic information: Refer to table 6.
~47~
- B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
14. SEGMENT INFORMATION
Not applicable.
~48~
SINCERE NAVIGATION CORPORATION DETAILS OF INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2025
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Cumulative | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment | Reductions | translation | |||||||||||||||||
| Balanceat | January1,2025 | income | Additions | (Note) | adjustment | Balanceat December31,2025 | |||||||||||||
| Number of | Number of | ||||||||||||||||||
| Shares | Amount | Amount | Amount | Amount | Amount | Shares | Ownership | Amount | Net assets | Collateral | |||||||||
| Norley | 500 | $ | 13,056,337 |
$ | 150,489 |
$ | - |
($ | 113,820) |
($ | 536,584) |
500 | 100% | $ | 12,556,422 |
$ | 12,762,040 |
None | |
| Corporation | |||||||||||||||||||
| Inc. | |||||||||||||||||||
| Heywood | |||||||||||||||||||
| Limited | 500 | 6,424,524 | 117,508 |
- | ( | 110,568) |
( | 261,816) |
500 | 100% | 6,169,648 | 6,171,208 | " | ||||||
| Sincere | |||||||||||||||||||
| Navigation | |||||||||||||||||||
| Corporation | |||||||||||||||||||
| (Singapore) | |||||||||||||||||||
| Pte. Ltd. | 100,000 | 2,066,296 | 821,978 | - | - | ( | 79,110) |
100,000 | 100% | 2,809,164 | 2,570,248 | " | |||||||
| $ | 21,547,157 | $ | 1,089,975 |
$ | - | ($ | 224,388) | ($ | 877,510) | $ | 21,535,234 | $ | 21,503,496 |
Note: The reduction amounts pertain to the repatriation of earnings by subsidiaries.
~49~
SINCERE NAVIGATION CORPORATION
SHORT-TERM LOANS
DECEMBER 31, 2025
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Type Bank 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 EnTie Bank " First Bank |
Balance at December31,2025 |
Term ofcontract |
Interest rate (%) LoanCommitments 2.05%~2.15% 300,000 $ 1.95% 1,000,000 1.90% 1,000,000 1.97% 1,000,000 2.01% 200,000 1.93% 500,000 1.94% 500,000 1.90% 500,000 1.88% 200,000 1.83% 300,000 2.20% 300,000 2.16% 800,000 |
Collateral | |
|---|---|---|---|---|---|
| 225,000 $ 440,000 785,000 410,000 79,500 314,000 260,000 410,000 196,500 280,000 200,000 456,000 4,056,000 $ |
within one year within one year within one year within one year within one year within one year within one year within one year within one year within one year within one year within one year |
Land, buildings, and promissory notes Promissory notes, deposit as collateral by Heywood Limited " " " " Deposit as collateral by Heywood Limited " " Deposit as collateral by Norley Corporation Inc. Promissory notes None |
~50~
SINCERE NAVIGATION CORPORATION DETAILS OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2025 (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, 2025
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Items Payroll expenses Directors’ remuneration Pension Office supplies expenses Travelling expenses Postage and phone/Fax expense Insurance Entertainment Taxes Depreciation Amortisation Meals expenses Employee benefits Professional service fees Other expenses |
Amount |
|---|---|
| 85,780 $ 22,349 2,788 721 3,278 1,791 5,192 589 453 2,004 602 1,209 1,178 3,724 25,911 |
|
| 157,569 $ |
~52~
SINCERE NAVIGATION CORPORATION DETAILS OF LABOR, DEPRECIATION AND AMORTIZATIION BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2025 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Refer to Note 6(15)(16) of the Financial Report.
~53~
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
Sincere Navigation Corporation
Loans to others
For the year ended December 31, 2025
| 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, 2025 Balance at December 31, 2025 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 544,484 $ 490,308 $ 490,308 $ - 2 - Working capital - 1 Heywood Limited Norley Corporation Inc. Receivables from related parties Y 2,955,690 2,024,092 2,024,092 - 2 - Working capital - 2 Sincere Navigation Corporation (Singapore) Pte. Ltd. Norley Corporation Inc. Receivables from related parties Y 498,150 - - - 2 - Working capital - |
- - - - - - |
5,239,820 $ 6,171,208 6,171,208 2,570,248 |
6,986,426 $ 6,171,208 6,171,208 2,570,248 |
The maximun amount amounted to USD 16,590 thousand for the current period, and the actual amount was USD 15,600 thousand at the end of period. The maximun amount amounted to USD 89,000 thousand for the current period, and the actual amount was USD 64,400 thousand at the end of period. The maximun amount amounted to USD 15,000 thousand for the current period, and the actual amount was USD 0 thousand at the end of period. |
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
Provision of endorsements and guarantees to others
For the year ended December 31, 2025
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number (Note 1) Endorser/ guarantor |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2025 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2025 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname Relationship with the endorser/ guarantor (Note 2) |
||||||||||||
| 0 Sincere Navigation Corporation 0 ˵ 1 Norley Corporation Inc. 2 Heywood Limited 3 Ocean Wise Limited 4 Poseidon Marine Ltd. 5 Maxson Shipping Inc. 6 Ocean Grace Limited 7 Carmel Splendor Limited 8 Steady Way Limited 9 Sharon Glory Limited 10 Helmsman Navigation Co. Ltd. |
Ocean Grace Limited 2 Norley Corporation Inc. 2 Sincere Navigation Corporation 3 Sincere Navigation Corporation 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 |
17,466,065 $ 17,466,065 12,762,040 6,171,208 589,927 827,625 719,953 1,569,850 841,645 620,031 1,193,450 509,427 |
627,669 $ 10,686,200 300,000 5,100,000 574,350 574,350 574,350 1,151,535 509,166 377,160 785,750 408,590 |
$ - 10,686,200 300,000 4,900,000 - 433,734 471,450 1,100,050 509,166 377,160 785,750 408,590 |
$ - - 28,000 2,895,000 - - - - - - - - |
$ - 487,816 348,873 3,536,734 - 682,402 758,025 1,538,137 811,856 600,895 1,242,999 530,701 |
0.00% 61.18% 2.35% 79.40% - 52.41% 65.48% 70.07% 60.50% 60.83% 65.84% 80.21% |
43,665,163 $ 43,665,163 31,905,100 15,428,020 1,474,818 2,069,063 1,799,883 3,924,625 2,104,113 1,550,078 2,983,625 1,273,568 |
Y Y N N N N N N N N N N |
N N Y Y N N N N N N N N |
N N N N N N N N N N N N |
Guarantee balance is USD 0 thousand Guarantee balance is USD 340,000 thousand (Note 8) Guarantee balance is NTD 300,000 thousand Guarantee balance is NTD 4,900,000 thousand Guarantee balance is USD 0 thousand Guarantee balance is USD 13,800 thousand (Note 8) Guarantee balance is USD 15,000 thousand (Note 8) Guarantee balance is USD 35,000 thousand (Note 8) Guarantee balance is USD 16,200 thousand (Note 8) Guarantee balance is USD 12,000 thousand (Note 8) Guarantee balance is USD 25,000 thousand (Note 8) Guarantee balance is USD 13,000 thousand (Note 8) |
Table 2, Page 1
Sincere Navigation Corporation
Provision of endorsements and guarantees to others
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
For the year ended December 31, 2025
| Number (Note 1) Endorser/ guarantor |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2025 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2025 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname Relationship with the endorser/ guarantor (Note 2) |
||||||||||||
| 11 Pacifica Maritime Limited 12 Everwin Maritime Limited 13 Kenmore Shipping Inc. |
Norley Corporation Inc. 3 Norley Corporation Inc. 3 Norley Corporation Inc. 3 |
2,053,804 $ 1,473,402 1,472,377 |
1,794,600 $ 942,900 1,100,050 |
1,728,650 $ 942,900 1,100,050 |
$ - - - |
2,041,967 $ 1,378,025 1,444,577 |
84.17% 63.99% 74.71% |
5,134,510 3,683,505 3,680,943 |
N N N |
N N N |
N N N |
Guarantee balance is USD 55,000 thousand (Note 8) Guarantee balance is USD 30,000 thousand (Note 8) Guarantee balance is USD 35,000 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 Company serves as a joint guarantor for financing requirements of Norley Corporation Inc. for items numbered 0 and 4 through 13, and has provided the vessel Palona Wheel as collateral. Additionally, subsidiaries
-
100% owned by Norley Corporation Inc.—Poseidon Marine Ltd., Maxson Shipping Inc., Ocean Grace Limited, Carmel Splendor Limited, Steady Way Limited, Sharon Glory Limited, Helmsman Navigation Co. Ltd, Pacifica Maritime Limited, Everwin Maritime Limited, and Kenmore Shipping Inc.—have also provided the vessel, Yue Shan, Tien Shan, Sarah, Rebekah, Wah Shan, Oceance, Elbhoff, Maxim and Kondor, as collateral.
-
The endorsed guarantee amount secured by these assets disclosed above refers to the book value of the pledged vessels, totaling USD 366.76 million (approximately TWD 11,527 million). However, the actual registered mortgage amount for
-
these collateralized vessels is USD 322.5 million (approximately TWD 10,136 million).
Table 2, Page 2
Sincere Navigation Corporation
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
For the year ended December 31, 2025
| Table 3 Creditor |
Counterparty | Relationship with the counterparty |
Balance as at December 31, 2025 |
Turnover rate | Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date Allowance for doubtful accounts Expressed in thousands of NTD (Except as otherwise indicated) |
Amount collected subsequent to the balance sheet date Allowance for doubtful accounts Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Sincere Navigation Corporation Heywood Limited (Heywood) Heywood Limited (Heywood) |
None Sincere Navigation Corporation Norley Corporation Inc. (Norley) |
Heywood's parent company Associates |
- $ 490,308 (USD 15,600 thousand) $ 2,024,092 (USD 64,400 thousand) |
- - - |
- $ - - |
- - - |
- $ - - |
- $ - - |
Table 3
Table 4
Sincere Navigation Corporation
Significant inter-company transactions during the reporting period
For the year ended December 31, 2025
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) |
||||
| 1 2 2 2 |
Norley Corporation Inc. Heywood Limited ˵ ˵ |
Sincere Navigation Corporation Sincere Navigation Corporation Sincere Navigation Corporation Norley Corporation Inc. |
2 2 2 3 |
Guarantees ˵ Other receivables ˵ |
280,000 2,895,000 490,308 2,024,092 |
As per the Company's policy ˵ ˵ ˵ |
1.27% 13.15% 2.23% 9.19% |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
-
(1) Parent company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories:
(1) Parent company to subsidiary is numbered ‘1’.
(2) Subsidiary to parent company is numbered ‘2’.
- (3) Subsidiary to subsidiary is numbered ‘3’.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for income statement accounts.
Note 4: The inter-company transactions below 1% of consolidated assets or revenue are not disclosed.
Table 4
For the year ended December 31, 2025
Expressed in thousands of NTD (Except as otherwise indicated)
Table 5
Sincere Navigation Corporation Information on investees
| Investor | Investee | Location | Main business activities | Initial investmen | t amount(Note 1) | Shares he | ld as at Decem | ber 31,2025(Note 2) | Net profit (loss) of the investee for the year ended December 31,2025 |
Investment income (loss) recognised by the Company for the year ended December 31,2025 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2025 |
Balance as at December 31,2024 |
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 |
$ 31,430 (USD 1,000 thousand) 31,430 (USD 1,000 thousand) 3,143 (USD 100 thousand) 984,073 (USD 31,310 thousand) 894,372 (USD 28,456 thousand) - (USD 0 thousand) 179,465 (USD 5,710 thousand) 292,299 (USD 9,300 thousand) 655,373 (USD 21,170 thousand) 2,036,350 (USD 64,790 thousand) 1,291,474 (USD 41,091 thousand) |
$ 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) |
500 500 100,000 500 500 - 500 500 500 500 500 |
100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% |
12,556,422 $ 6,169,648 2,809,163 1,472,377 1,471,825 - 827,625 719,953 589,927 2,053,804 1,569,283 |
132,238 $ 117,508 821,664 12,066 12,292 62 5,555 2,735 2,937 9,103 2,632) ( |
150,489 $ 117,508 821,978 - - - - - - - - |
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 5, Page 1
Sincere Navigation Corporation Information on investees
For the year ended December 31, 2025
Expressed in thousands of NTD
Table 5
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities | Initial investmen | t amount(Note 1) | Shares he | ld as at Decem | ber 31,2025(Note 2) | Net profit (loss) of the investee for the year ended December 31,2025 |
Investment income (loss) recognised by the Company for the year ended December 31,2025 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2025 |
Balance as at December 31,2024 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Norley Corporation Inc. ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
Elroy Maritime Service Inc. Glory Selah Limited Steady Way Limited Brighton Shipping Inc. Rockwell Shipping Limited Howells Shipping Inc. Helmsman Navigation Co. Ltd. Carmel Splendor Limited Sharon Glory Limited |
Marshall Islands ˵ ˵ ˵ ˵ ˵ ˵ ˵ ˵ |
Maritime service Investment holdings Shipping ˵ ˵ ˵ ˵ ˵ ˵ |
$ 59,088 (USD 1,880 thousand) - (USD 0 thousand) 614,771 (USD 19,560 thousand) 633,171 (USD 20,145 thousand) 559,638 (USD 17,806 thousand) 421,255 (USD 13,403 thousand) 521,622 (USD 16,596 thousand) 839,495 (USD 26,710 thousand) 1,188,368 (USD 37,810 thousand) |
$ 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) |
500 - 500 500 500 500 500 500 500 |
100% - 100% 100% 100% 100% 100% 100% 100% |
24,725 $ - 620,031 269,008 283,094 328,008 509,427 841,645 1,193,450 |
20,022) ($ 13) ( 2,383 55,374 28,370 2,094 2,042 644 4,173 |
- - - - - - - - - |
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 5, Page 2
For the year ended December 31, 2025
Expressed in thousands of NTD (Except as otherwise indicated)
Table 5
Sincere Navigation Corporation Information on investees
| Investor | Investee | Location | Main business activities | Initial investmen | t amount(Note 1) | Shares he | ld as at Decem | ber 31,2025(Note 2) | Net profit (loss) of the investee for the year ended December 31,2025 |
Investment income (loss) recognised by the Company for the year ended December 31,2025 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2025 |
Balance as at December 31,2024 |
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 |
$ 4,400 (USD 140 thousand) 314 (USD 10 thousand) 314 (USD 10 thousand) 707,804 (USD 22,520 thousand) - (USD 0 thousand) 987,216 (USD 31,410 thousand) 41,127 (USD 1,308 thousand) - (USD 0 thousand) - (USD 0 thousand) |
$ 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) |
10,000 500 500 500 - 500 1,000 - - |
100% 100% 100% 100% - 100% 100% - - |
2,713) ($ 103 124 1,473,402 - 1,569,850 4,270 - - |
3,528) ($ 134) ( 134) ( 12,358 87 2,536) ( 20,065) ( 33 - |
- - - - - - - - - |
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, 2025 and 2024 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, 2025 and net profit (loss) of the investee for the year ended December 31, 2025 were translated at the closing exchange rates at the balance sheet and the average exchange rates for the year ended December 31, 2025.
Table 5, Page 3
Sincere Navigation Corporation Information on investments in Mainland China For the year ended December 31, 2025
Table 6
Expressed in thousands of NTD (Except as otherwise indicated)
==> picture [739 x 87] intentionally omitted <==
----- Start of picture text -----
Amount remitted from
Taiwan to Mainland China/
Amount remitted back
Investment income
to Taiwan for the year ended
Accumulated amount ofremittance from December 31, 2025 Accumulated amountof remittance from Net income (loss) of Ownershipheld by (loss) recognisedby the Company Book value of of investment incomeAccumulated amount
Taiwan to Remitted to Remitted Taiwan to 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 Mainland China as of ended December 31, (direct or December 31, 2025 Mainland China as of Taiwan as of December
China activities Paid-in capital ( Note 1 ) as of January 1, 2025 China Taiwan December 31, 2025 2025 indirect) (Note 2) December 31, 2025 31, 2025 Footnote
Haihu Maritime Service Maritime service $ 15,855 2 $ 15,855 $ - $ - $ 15,855 ($ 3,103) 100% ($ 3,103) ($ 2,187) $ -
(Shanghai) Co., Ltd. (USD 500 thousand) (USD 500 thousand) (USD 500 thousand) (RMB 716 thousand) (RMB 716 thousand) (RMB 489 thousand)
----- End of picture text -----
-
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, 2025 |
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 | $ 10,479,639 |
Table 6