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WISDOM AGM Information 2026
52177_rns_2026-05-26_d3ce492f-ed6f-4ff3-9868-f36617463f77.pdf
AGM Information
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Time and Date: 22 May 2026, 10:00am (Taipei local time)
Location: No.24, Sec.1, Hangzhou S. Rd., Zhongzheng Dist., Taipei City 100019, Taiwan (GIS MOTC Convention Center-202 Conference Room)
Members Present: Total number of shares represented by members of the Company present or by proxy: 571,366,121 ordinary shares (among them, 199,580,079 shares voted via electronic transmission) of the 746,409,199 total number of issued and outstanding ordinary shares of par value NTD 10.00 of the Company, representing 76.54% of the total number of issued and outstanding shares of the Company.
Present Directors: Lan, Chun-Sheng, Jinzhou Investment Co., Ltd.-Chen, Ming-Shang, Hui Wen Investment Co., Ltd.-Lin, Chao-Feng, Chiu, Yung-Ho, Liu, Tsai-Ching, Lin, Tse-Chun, Maa, Kwo-Juh.
Others: CPA-Lu, Chian Uen, Lawyer- Alston Chen
Agenda
I. Reports
1. 2025 Business Report
2. 2025 Financial Report
3. The Audit Committee Report on the Review of the 2025 Financial Report
4. Distribution of Directors' Remuneration for 2025
5. Report on Directors' Remuneration Policy and Individual Directors' Remuneration
II. Proposals for Ratification
1. Recognition of 2025 Financial Report
2. Recognition of 2025 Dividend Proposal
III. Proposals for Discussions
1. Amendment to the Rules of General Meeting
IV. Extemporary Motions
V. Meeting Adjourned
This Meeting was called to order by LAN Chun-Sheng (the "Chairman"), who acted as the Chairman of this Meeting. The notice convening this Meeting was taken as read, and the Chairman declared that notice of this Meeting had been duly sent to all the members of the Company (collectively, the "Members" and each a "Member") in accordance with the Articles of Association of the Company (the "Articles"). All the Members being present, the requisite quorum for this Meeting was duly constituted. Such quorum was present, acting and maintained throughout this Meeting. This Meeting proceeded as follows:
I. Reports
- 2025 Business Report (Proposed by the Board of Directors)
IT WAS NOTED THAT the 2025 Business Report was presented in the form attached hereto as Annex I.
- 2025 Financial Report (Proposed by the Board of Directors)
IT WAS NOTED THAT the 2025 Financial Report and the audit report of Ernst & Young were presented in the form attached as Annex II.
- The Audit Committee Report on the Review of the 2025 Financial Report (Proposed by the Board of Directors)
IT WAS NOTED THAT the Audit Committee has reviewed the 2025 Financial Report and presented its review report as Annex III.
- Distribution of Directors' Remuneration for 2025 (Proposed by the Board of Directors)
IT WAS NOTED THAT the Distribution of Directors' Remuneration for 2025 was presented. The total amount of directors' remuneration is NTD 12,479,312 in cash, as approved by the Remuneration Committee.
- Report on Directors' Remuneration Policy and Individual Directors' Remuneration (Proposed by the Board of Directors)
IT WAS NOTED THAT the Report on Directors' Remuneration Policy and Individual Directors' Remuneration was presented, with details set forth in Annex IV.
II. Proposals for Ratification
- Recognition of 2025 Financial Report (Proposed by the Board of Directors)
IT WAS NOTED THAT:
(1) The Financial Report including consolidated results of the Company for 2025 (the "2025 Financial Report") has been audited by Ernst & Young and reviewed by the Audit Committee of the Company.
(2) The 2025 Financial Report and the audit report of Ernst & Young are attached as Annex II.
(3) The above is hereby proposed for recognition.
Resolution:
IT WAS RESOLVED THAT the 2025 Financial Report is recognized and accepted. The total voting rights of present shareholders when voting : 561,830,145 votes
| Voting Results ( Include voted via electronic transmission) | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 502,666,362 votes | 89.46% |
| Votes against: 146,837 votes | 0.02% |
| Votes invalid: 0 votes | 0.00% |
| Votes abstained: 59,016,946 votes | 10.50% |
- Recognition of 2025 Dividend Proposal (Proposed by the Board of Directors)
IT WAS NOTED THAT:
(1) The Board of Directors of the Company (the "Board") has approved the distribution of 2025 profit (the "Dividend Proposal") on April 10, 2026. Please refer to Annex V for details of the proposed Dividend Proposal.
(2) The total amount of distributable retained earnings up to the year of 2025 was NT$32,953,862,691. The Company proposed to distribute, on a date (the "Dividend Declaration Distribution Date") to be determined by the Board of Directors of the Company (the "Board"), NT$2,612,432,197 by declaring an annual ordinary share cash dividend (the "Cash Dividends") of approximately NT$3.5 per share. The total amount of undistributed earnings at the end of 2025 was NT$30,341,430,494.
(3) The aforementioned Cash Dividends will be distributed at NT$3,500 per 1,000 shares to the nearest New Taiwan Dollars according to the shareholding as set out in the Register of Members of the Company as of a record date for determining Members who are entitled to receive payment of Cash Dividends, as determined by the Directors in accordance with the Articles (the "Dividend Declaration Record Date"). The Chairman will be authorized to distribute to specific person any amount remaining as result of rounding off the Cash Dividends.
(4) Prior to the Dividend Declaration Distribution Date, the Board shall be authorized to adjust the Dividend Ratio, and make public announcement(s) of such adjustment(s) in cases such as, but not limited to, share repurchases, share cancellations, the exercise of employee's stock options, issuance of new shares, the conversion of convertible bonds and issuance of global depositary receipts, whereby the number of issued and outstanding shares on the Dividend Declaration Record Date may be affected.
(5) The Board of Directors shall be authorized to set the Dividend Declaration Record Date and determine and finalize all matters in relation to the distribution of the Cash Dividends.
(6) The above is hereby proposed for recognition.
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Resolutions:
IT WAS RESOLVED THAT the Dividend Proposal is recognized, accepted and approved. The total voting rights of present shareholders when voting : 561,830,145 votes
| Voting Results ( Include voted via electronic transmission) | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 502,858,993 votes | 89.50% |
| Votes against: 151,541 votes | 0.02% |
| Votes invalid: 0 votes | 0.00% |
| Votes abstained: 58,819,611 votes | 10.46% |
III. Proposals for Discussions
1. Amendment to the Rules of General Meeting
(Proposed by the Board of Directors)
Explanatory Notes :
(1) In order to better comply with recent amendments to laws and regulations promulgated by the Taiwan Stock Exchange Corporation on March 5, 2026 per Letter No.11500029701, the Company proposed to amend the Rules of General Meeting.
(2) Please refer to Annex VI for the comparison table for the amendments to the Rules of General Meeting.
(3) The above is hereby proposed for resolution.
Resolutions:
IT WAS RESOLVED THAT the Amendment to the Rules of General Meeting is approved. The total voting rights of present shareholders when voting : 561,830,145 votes
| Voting Results ( Include voted via electronic transmission) | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 502,862,118 votes | 89.50% |
| Votes against: 146,355 votes | 0.02% |
| Votes invalid: 0 votes | 0.00% |
| Votes abstained: 58,821,672 votes | 10.46% |
IV. Extemporary Motions :
Summary of Shareholders' Questions (Shareholder number: 2054): Inquired about shareholders' rights and employee welfare measures.
Summary of the Chairman's response: That will be explained after the meeting.
There being no extraordinary motions, the Chairman declared this Meeting closed.
V. Meeting Adjourned (Meeting ended at 10:30 am)
(Minutes of the shareholders' general meeting only include the essentials of the results of the discussions and their results. The content, procedures, and speeches of shareholders are still subject to the audio-visual records of the meeting.)
Chairman:
Secretary:
Bruce Yichun Hsueh
Secretary
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Annex
Annex I. 2025 Business Report
Wisdom Marine Lines Co., Ltd.
2025 Business Report
Business Environment
Following a slowdown in activity during the second half of 2024, the dry bulk shipping market continued to retreat through the first quarter of 2025, hitting a nearly two-year low by late January. Despite a post-Lunar New Year recovery, the market softened once more throughout April and May. The stagnation of global dry bulk shipping rates can likely be attributed to uncertainties in U.S. economic and trade policies and the resulting disruption to global supply chain investment. However, as the market gradually adjusted its expectations, the global economic and trade outlook has become clearer. Trade in raw materials and grains began to pick up from July, which also led to a relatively stable performance during the traditional summer off-season in 2025. Moreover, due to a rush to transport goods at the end of the year, the index reached a new two-year high.
Due to considerations regarding trade imbalances and a growing emphasis on security concerns by advanced economies like the U.S., the focus of international politics and economics has shifted toward the revision of trade-related policies and regulations. Furthermore, U.S. concerns over Chinese re-export trade via third countries have made tariffs increasingly unpredictable. Consequently, related industrial investments have faced greater uncertainty, leading to a temporary reduction in investment activity. However, as the market gradually found ways to adapt, the overall economic landscape began to recover. While U.S. import demand remains stable, trade flows have undergone some adjustments. Additionally, the vessel surcharges once mutually imposed by the U.S. and China were discontinued due to their excessive impact.
Despite concerns over a weakening Chinese economy, its steel exports still grew by 19% in 2025, reaching 92 million tons. Although domestic demand has softened, overall steel production capacity remains supported. China's steady exports have also driven demand for dry bulk shipping; specifically, the rise in the Capesize Index is highly correlated with China's industrial activity. In 2025, China's imports of iron ore and bauxite increased, while imports of grain and coal saw a decline. However, China's related commitments to purchase soybeans from the U.S. have yet to be fulfilled, and there may still be business opportunities in the future.
Developments in Iran have once again heightened uncertainties surrounding maritime security in the Middle East. Combined with the expansion of shipping routes and shifts in regional trade patterns, the shipping market has faced increasing uncertainty since early 2026. In addition, peace between Russia and Ukraine has yet to materialize, and the resumption of transportation activities and reconstruction demand following a ceasefire remain unclear. Regional security conditions therefore continue to affect trade routes and shipping demand.
Regarding changes in environmental regulations, the EU's carbon tax and FuelEU have been launched and are now being stably implemented. Their impact on the shipping market has been gradually
absorbed, as most shipowners and charterers have established stable cost-sharing models. The UN International Maritime Organization (IMO) carbon fee mechanism, originally scheduled for a vote in 2025, has been postponed, meaning it does not yet have an immediate impact on the market. Nonetheless, the advantage of energy-saving ships will continue to expand. There is still no consensus on alternative fuels.
2025 Business Results
In 2025, we added 1 new build ship, sold 10 ships, and added 1 ship under management. The number of ships in our fleet saw a net decrease of 8 and counted a total of 126 at the end of the year. The new ship is of the handysize type. The ships sold included 1 capesize, 1 supramax, 3 handysize, and 5 small handysize.
Due to a sluggish market in the first half of 2025, which gradually recovered in the second half, our annual revenue was US$542 million, a decrease of 14.6% compared to 2024. Operating profit was US$129.5 million, and the operating profit margin declined to 23.9%.
A total of US$44 million were recognized in non-operating profit and loss for the sale of 10 ships in the year. We continued to reduce our debt, with the debt ratio decreasing from 42.6% to 40.7%. In addition, we converted some of our loans into Swiss francs, which also reduced interest expenses from US$61.5 million in 2024 to US$42.6 million. The recognized exchange rate profit and loss was US$8.1 million due to the appreciation of the Swiss franc. The net profit after tax was US$126.3 million for the year, and the EPS were NT$5.27.
2026 Business Plan and Future Strategy
We expect to receive 8 new build ships in 2026. They are handysize bulk carriers and eco-ships that comply with the Tier III NOx emission standards. The ships were built by Japanese shipbuilding companies Namura, Tsuneishi, Imabari, and Onomichi, respectively, and are expected to be delivered separately within the year.
A relatively large percentage of our current charters are index-linked hires. The plan is that our ships' better energy saving performance will lead to higher charter premiums than the market average and we will not have to negotiate for fixed hires at a discount in uncertain political or economic times. Nevertheless, we will also utilize the index futures market and lock in charterers for certain ships during specific periods.
Although the freight market fluctuated in 2025, new building prices have not softened due to overall inflationary trends and full order books at Japanese dockyards. On the contrary, shipbuilding costs are likely to rise as new environmental regulations gradually take effect. As the backlog of orders from the post-pandemic period is being cleared, we will keep a close eye on the new building market and continue to order energy-saving ships with the latest specifications. Given the impact of U.S.-China relations on the global shipbuilding industry, we will maintain our focus on reputable Japanese dockyards as our primary partners for new orders.
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Despite persistent rumors of interest rate cuts in the U.S., current US dollar interest rates remain relatively high. In addition to maintaining the US dollar as the primary borrowing currency, we will also appropriately adjust the proportion of Japanese yen and Swiss francs in some ship loans. Although the Swiss franc appreciated significantly in 2025, there is a notable interest rate differential between it and the U.S. dollar. Furthermore, since most of our ship loans are long-term, we do not need to realize exchange losses immediately. Consequently, our exchange rate risk remains within a controllable range.
In addition to investing in energy-saving ships and phasing out energy inefficient ones, our medium- to long-term strategy includes a phased rollout of enhanced employee benefit programs to meet the needs of our personnel and boost our recruitment competitiveness. These initiatives include maternity subsidies, flexible working hours, KPI bonuses, and performance-based profit-sharing bonuses. Through these measures, we aim to strengthen our human resource recruitment and development, ultimately enhancing our long-term competitive advantage.
Chairman: Lan, Chun-Sheng General Manager: Lan, Chun-Sheng Head of Accounting: Lina Hung
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Annex II. Audit Report of Independent Auditors and 2025 Financial Report
Audit Report of Independent Auditors
English Translation of a Report Originally Issued in Chinese
Independent Auditors' Report
To the Board of Directors and Stockholders of Wisdom Marine Lines Co., Limited (Cayman)
Opinion
We have audited the accompanying consolidated balance sheets of Wisdom Marine Lines Co., Limited (Cayman) (the "Company") and its subsidiaries (together the "Group") as at 31 December 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as at 31 December 2025 and 2024, and their consolidated financial performance and cash flows for the years ended 31 December 2025 and 2024, in conformity with the requirements of the International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Revenue recognition
Hire revenues amounted to $534,320,271 for the year ended 31 December 2025, accounting for 99% of operating revenues, which is significant to the consolidated financial statements. Therefore, we have determined the validity of hire revenue as a key audit matter. The audit procedures we conducted regarding the hire revenue recognition included but not limited to the following: understanding the design and implementation of internal controls with regard to hire revenue recognition in order to design relevant internal control audit procedures in response to the validity of hire revenue so as to verify the effectiveness of the design and implementation of the Group's internal controls; selecting samples from the population of hire revenues to perform tests of control and tests of details; examining lease contracts, debit notes, bank statements and remittances to ensure whether recognition of hire revenues are in accordance with contract terms and remitters are consistent with the counterparty of the lease contracts, performing confirmations of lease contracts to verify existence of lessees and validity of contract terms; analyzing variances in hire revenues and fluctuations in gross margin and assessing the reasonable. We also evaluated the disclosure regarding revenue recognition in Notes 4 and 6 of the consolidated financial statements.
Impairment of property, plant and equipment
As at 31 December 2025, the amount of the Group's property, plant and equipment was $2,109,885,197, which accounted for 82% of total assets. The management assessed if there is any indication that an asset may be impaired on balance sheet date. If there is any indication that an asset may be impaired, the Group should evaluate the recoverable amount of the cash-generating-unit (CGU), to which the asset belongs. The property, plant and equipment of the Group mainly consists of vessel equipment. The subsidiaries of the Company took the one-vessel-one-company strategy to manage vessels, and the main CGU for each subsidiary is their vessels. With the view that the amount of property, plant and equipment being material and the calculation of recoverable amount involving numerous assumptions and estimates, we have determined the impairment of property, plant and equipment as a key audit matter. The audit procedures we conducted regarding the impairment of property, plant and equipment included but not limited to the following: evaluating the appropriateness of the accounting policy for impairment of property, plant and equipment; inspecting the impairment evaluation report provided by the Group and assessing the reasonableness of managements identification of indicators of impairment and the assumptions used, including identification of CGU, estimation of cash flows and discount rate. We also evaluated the disclosure regarding property, plant and equipment in Notes 4, 5 and 6 of the consolidated financial statements.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee and Interpretations developed by the Standing Interpretations Committee and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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 internal control of the Company and its subsidiaries.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated 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 Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements 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.
Lu, Chian Uen
Liu, Jung Chin
Ernst & Young, Taiwan
13 March 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
31 DECEMBER 2025 AND 2024
(All Amounts Expressed in US Dollars)
| Notes | 31 December 2025 | 31 December 2024 | |
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 6.(1) | $151,501,120 | $135,150,365 |
| Current financial assets at fair value through profit or loss | 6.(2) | 984,000 | 822,100 |
| Current financial assets at fair value through other comprehensive income | 6.(3) & 8 | 9,289,311 | 9,717,541 |
| Accounts receivable, net | 6.(4) & 6.(16) | 6,193,596 | 4,832,273 |
| Accounts receivable due from related parties, net | 6.(4), 6.(16) & 7 | 282,003 | 283,147 |
| Other receivables | 7 | 8,672,415 | 6,619,288 |
| Inventories | 6.(5) | 4,666,655 | 2,934,774 |
| Prepayments | 3,089,950 | 3,834,012 | |
| Other current financial assets | 6.(1) & 8 | 26,528,206 | 36,491,161 |
| Other current assets, other | 7 | 36,558,123 | 34,765,557 |
| Total current assets | 247,765,379 | 235,450,218 | |
| Investments accounted for using the equity method | 6.(6) | 10,401,376 | 9,902,886 |
| Property, plant and equipment | 6.(7), 7 & 8 | 2,109,885,197 | 2,295,049,049 |
| Right-of-use assets | 6.(12) & 7 | 132,667,280 | 177,747,906 |
| Investment property, net | 6.(8) & 8 | 2,281,173 | 2,194,490 |
| Deferred tax assets | 6.(20) | 33,398 | 10,997 |
| Guarantee deposits paid | 6,735,860 | 12,819,612 | |
| Net defined benefit asset, non-current | 6.(13) | 42,678 | 36,720 |
| Other non-current assets | 6.(9) | 75,605,061 | 49,993,014 |
| Total non-current assets | 2,337,652,023 | 2,547,754,674 | |
| TOTAL ASSETS | $2,585,417,402 | $2,783,204,892 |
The accompanying notes are an integral part of the consolidated financial statements.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONT'D)
31 DECEMBER 2025 AND 2024
(All Amounts Expressed in US Dollars)
| Note | 31 December 2025 | 31 December 2024 | |
|---|---|---|---|
| LIABILITIES | |||
| Short-term borrowings | 6.(10) | $66,893,853 | $21,470,519 |
| Accounts payable | 5,802,178 | 6,017,870 | |
| Accounts payable to related parties | 7 | - | 45,982 |
| Other accrued expenses | 7 | 21,962,681 | 22,897,429 |
| Advance receipts | 14,116,846 | 12,816,169 | |
| Other current liabilities, other | 9,056,222 | 5,028,447 | |
| 117,831,780 | 68,276,416 | ||
| Current lease liabilities | 6.(12) & 7 | 17,116,603 | 28,488,199 |
| Long-term borrowings, current portion | 6.(10) | 112,157,834 | 173,686,399 |
| Long-term accounts payable, current portion | 6.(12) | 6,488,407 | 7,735,490 |
| Long-term accounts payable to related parties, current portion | 6.(12) & 7 | - | 555,627 |
| 135,762,844 | 210,465,715 | ||
| Total current liabilities | 253,594,624 | 278,742,131 | |
| Bonds payable | 6.(11) | 31,582,705 | 30,197,916 |
| Long-term borrowings, non-current portion | 6.(10) | 564,389,754 | 626,205,475 |
| Deferred tax liabilities | 6.(20) | 23,767 | 24,759 |
| Non-current lease liabilities | 6.(12) & 7 | 76,812,482 | 93,931,608 |
| Long-term accounts payable, non-current portion | 6.(12) | 48,931,376 | 63,199,737 |
| Long-term accounts payable to related parties, non-current portion | 6.(12) & 7 | 76,097,278 | 92,711,038 |
| Guarantee deposits received | 242 | 183 | |
| Total non-current liabilities | 797,837,604 | 906,270,716 | |
| TOTAL LIABILITIES | 1,051,432,228 | 1,185,012,847 | |
| EQUITY | 6.(14) | ||
| Common stock | 238,739,686 | 238,739,686 | |
| Capital surplus | 1,237,415 | 1,237,415 | |
| Legal reserve | 6,960 | 6,960 | |
| Unappropriated retained earnings | 1,091,681,296 | 1,089,832,443 | |
| Exchange differences on translation of foreign financial statements | 202,360,057 | 268,608,077 | |
| Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | (40,240) | (232,536) | |
| TOTAL EQUITY | 1,533,985,174 | 1,598,192,045 | |
| TOTAL LIABILITIES AND EQUITY | $2,585,417,402 | $2,783,204,892 |
The accompanying notes are an integral part of the consolidated financial statements.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024
(All Amounts Expressed in US Dollars)
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Operating revenue | 6.(15) & 7 | $541,957,260 | $634,431,170 |
| Operating costs | 6.(17) & 7 | 406,424,259 | 417,680,331 |
| Gross profit from operations | 135,533,001 | 216,750,839 | |
| Operating expenses | |||
| Administrative expenses | 6.(17) & 7 | 5,023,288 | 5,149,957 |
| Expected credit losses | 6.(16) | 960,104 | 280,486 |
| Total operating expenses | 5,983,392 | 5,430,443 | |
| Net operating income | 129,549,609 | 211,320,396 | |
| Non-operating income and expenses | |||
| Interest income | 6.(18) | 4,891,790 | 7,239,525 |
| Other income, others | 6.(18) & 7 | 840,785 | 320,167 |
| Gains on disposal of property, plant and equipment | 6.(7), 6.(18) & 7 | 44,036,353 | 31,267,595 |
| Gains (losses) on financial assets (liabilities) | |||
| at fair value through profit or loss | 6.(2) & 6.(18) | 197,125 | (26,743) |
| Miscellaneous expenses | 6.(18) | (793,327) | (1,208,412) |
| Losses on disposals of investments | 6.(18) | - | (11,418) |
| Foreign exchange (losses) gains | 6.(18) | (8,089,805) | 6,216,483 |
| Other impairment loss | 6.(6) & 6.(18) | - | (1,712,900) |
| Interest expense | 6.(7), 6.(11), 6.(18) & 7 | (42,566,239) | (61,525,898) |
| Share of loss of associates and joint ventures accounted for using the equity method | 6.(6) | (1,214,231) | (3,347,544) |
| Total non-operating income and expenses | (2,697,549) | (22,789,145) | |
| Profit from continuing operations before tax | 126,852,060 | 188,531,251 | |
| Income tax expense | 6.(20) | 600,064 | 689,372 |
| Net income | 126,251,996 | 187,841,879 | |
| Other comprehensive income (loss): | 6.(19) | ||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | |||
| Remeasurement of defined benefit plans | (2,012) | 25,491 | |
| Income tax (income) expense relating to items that will not be reclassified | (402) | 5,098 | |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | |||
| Exchange differences on translation of foreign financial statements | (66,248,020) | 8,102,320 | |
| Unrealized gains from investments in debt instruments measured at fair value through other comprehensive income | 192,296 | 157,616 | |
| Other comprehensive (loss) income | (66,057,334) | 8,280,329 | |
| Total comprehensive income | $60,194,662 | $196,122,208 | |
| Net income attributable to: | |||
| Net income attributable to owners of parent | $126,251,996 | $187,841,879 | |
| Comprehensive income attributable to: | |||
| Comprehensive income attributable to owners of parent | $60,194,662 | $196,122,208 | |
| Basic earnings per share | 6.(21) | $0.17 | $0.25 |
| Diluted earnings per share | 6.(21) | $0.17 | $0.25 |
The accompanying notes are an integral part of the consolidated financial statements.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024
(All Amounts Expressed in US Dollars)
| Common stock | Capital surplus | Total retained earnings | Other components of equity | Total | |||
|---|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | ||||
| Balance, 1 January 2024 | $238,739,686 | $1,237,415 | $6,960 | $965,322,804 | $260,505,757 | $(390,152) | $1,465,422,470 |
| Appropriation and distribution of retained earnings: | |||||||
| Cash dividends of ordinary share | - | - | - | (63,352,633) | - | - | (63,352,633) |
| Profit for the year ended 31 December 2024 | - | - | - | 187,841,879 | - | - | 187,841,879 |
| Other comprehensive income for the year ended 31 December 2024 | - | - | - | 20,393 | 8,102,320 | 157,616 | 8,280,329 |
| Total comprehensive income for the year ended 31 December 2024 | - | - | - | 187,862,272 | 8,102,320 | 157,616 | 196,122,208 |
| Balance, 31 December 2024 | $238,739,686 | $1,237,415 | $6,960 | $1,089,832,443 | $268,608,077 | $(232,536) | $1,598,192,045 |
| Balance, 1 January 2025 | $238,739,686 | $1,237,415 | $6,960 | $1,089,832,443 | $268,608,077 | $(232,536) | $1,598,192,045 |
| Appropriation and distribution of retained earnings: | |||||||
| Cash dividends of ordinary share | - | - | - | (124,401,533) | - | - | (124,401,533) |
| Profit for the year ended 31 December 2025 | - | - | - | 126,251,996 | - | - | 126,251,996 |
| Other comprehensive income (loss) for the year ended 31 December 2025 | - | - | - | (1,610) | (66,248,020) | 192,296 | (66,057,334) |
| Total comprehensive income (loss) for the year ended 31 December 2025 | - | - | - | 126,250,386 | (66,248,020) | 192,296 | 60,194,662 |
| Balance, 31 December 2025 | $238,739,686 | $1,237,415 | $6,960 | $1,091,681,296 | $202,360,057 | $(40,240) | $1,533,985,174 |
The accompanying notes are an integral part of the consolidated financial statements.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
WISDOM MARINE LINES CO., LIMITED (CAYMAN) AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024
(All Amounts Expressed in US Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit from continuing operations before tax | $126,852,060 | $188,531,251 |
| Adjustments to reconcile net income before tax: | ||
| Depreciation expense | 150,282,940 | 152,288,779 |
| Amortization expense | 17,954 | 19,318 |
| Expected credit losses | 960,104 | 280,486 |
| Net (gain) losses on financial assets or liabilities at fair value through profit or loss | (161,900) | 94,693 |
| Interest expense | 42,566,239 | 61,525,898 |
| Interest income | (4,891,790) | (7,239,525) |
| Effect of exchange rate changes of bonds payable | 1,314,058 | (2,701,131) |
| Share of loss of associates and joint ventures accounted for using the equity method | 1,214,231 | 3,347,544 |
| Gains on disposals of property, plant and equipment | (44,036,353) | (31,267,595) |
| Losses on disposals of investments | - | 11,418 |
| Impairment loss on non-financial assets | - | 1,712,900 |
| Unrealized foreign exchange losses (gains) | 3,088,276 | (4,472,560) |
| Amortization of financial assets at fair value through other comprehensive income | (52,470) | (64,320) |
| Other adjustments | 2,699,453 | 165,751 |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in accounts receivable | (2,321,427) | (542,553) |
| Decrease (increase) in accounts receivable-related parties | 1,144 | 16,842 |
| Decrease (increase) in other receivables | (2,232,812) | (561,727) |
| Decrease (increase) in inventories | (2,027,250) | 683,180 |
| Decrease (increase) in prepayments | 744,062 | (422,110) |
| Decrease (increase) in other current assets | (1,791,310) | (17,773,807) |
| Increase (decrease) in accounts payable | (215,692) | 259,005 |
| Increase (decrease) in accounts payable to related parties | (45,982) | 45,982 |
| Increase (decrease) in other accrued expenses | 78,579 | 1,245,031 |
| Increase (decrease) in advance receipts | 1,297,510 | (1,778,210) |
| Increase (decrease) in other current liabilities | (590,237) | (628,150) |
| Cash generated from operations | 272,749,387 | 342,776,390 |
| Interest received | 5,618,258 | 6,007,940 |
| Interest paid | (43,177,193) | (61,653,377) |
| Income taxes paid | (625,156) | (773,762) |
| Net cash flows from operating activities | 234,565,296 | 286,357,191 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | (1,785,000) | - |
| Proceeds from disposals of financial assets at fair value through other comprehensive income | 2,500,000 | 2,295,825 |
| Acquisition of investments accounted for using the equity method | (1,273,074) | (3,710,210) |
| Acquisition of property, plant and equipment | (28,100,738) | (23,279,945) |
| Proceeds from disposals of property, plant and equipment | 133,074,625 | 84,406,585 |
| Increase in guarantee deposits paid | (11,227) | (1,285) |
| Decrease in guarantee deposits paid | 6,509,283 | - |
| Acquisition of right-of-use assets | (1,086,819) | (1,403,661) |
| Decrease (increase) in other financial assets | 9,962,955 | 15,316,637 |
| Decrease (increase) in other non-current assets (prepayments for vessels) | (52,966,700) | (116,098,901) |
| Net cash flows from (used in) investing activities | 66,823,305 | (42,474,955) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 85,986,626 | 31,362,374 |
| Decrease in short-term borrowings | (42,561,404) | (39,400,509) |
| Proceeds from issuing bonds | - | 30,533,282 |
| Repayments of bonds | - | (42,786,531) |
| Increase in long-term borrowings | 220,748,296 | 417,659,431 |
| Decrease in long-term borrowings | (360,809,228) | (536,715,780) |
| Increase in guarantee deposits received | 122 | - |
| Decrease in guarantee deposits received | (71) | - |
| Repayments of the principal portion of lease liabilities | (30,183,594) | (12,956,121) |
| Increase in other financial liabilities | - | 49,000,000 |
| Decrease in other financial liabilities | (33,703,399) | (43,337,207) |
| Distribution of cash dividend | (127,923,256) | (63,052,460) |
| Net cash used in financing activities | (288,445,908) | (209,693,521) |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 3,408,062 | (15,984,927) |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 16,350,755 | 18,203,788 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 135,150,365 | 116,946,577 |
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $151,501,120 | $135,150,365 |
The accompanying notes are an integral part of the consolidated financial statement.
Annex III. Audit Committee Report on the review of the 2025 Financial Report
Wisdom Marine Lines Co., Limited
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements and proposal for distribution of 2025 earnings. Of which, the Financial Statements have been audited by Lu, Chian Uen and Liu, Jung Chin, Ernst & Young, Taiwan.
The 2025 Business Report, Financial Statements and proposal for distribution of 2025 earnings have been audited by us as Audit Committee of the Company. We deem no inappropriateness on these documents. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Please review.
To
The 2026 Annual General Meeting
Wisdom Marine Lines Co., Limited
Chairman of the Audit Committee : Chiu, Yung-Ho
On the date of April 10, 2026
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Annex IV. Remuneration to Directors (including Independent Directors)
| Title | Name | Director's remuneration | Ratio of total compensation (A+B+C+D) to net profit after tax (%) | Pay received as an employee | Ratio of total compensation (A+B+C+D+E+F+G) to net profit after tax (%) | Remuneration from investments other than subsidiaries | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Retirement pension (B) | Director's remuneration (C) | Business expenses (D) | Salary, bonuses and allowances (E) | Retirement pension (F) | Employee's remuneration (G) | |||||||||||||||||||
| The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | Total | % | Total | % | Total | % | Total | % | % | Total | % | Total | % | |||||
| Total | |||||||||||||||||||||||||
| Chairman | Lan, Chun-Sheng | 500 | 500 | 0 | 0 | 3,979 | 3,979 | 67 | 67 | 4,546 | 0.12 | 4,546 | 0.12 | 7,818 | 7,818 | 0 | 0 | 0 | 0 | 0 | 12,364 | 0.31 | 12,364 | 0.31 | 0 |
| Director | Fukui Masayuki | 500 | 500 | 0 | 0 | 500 | 500 | 55 | 55 | 1,055 | 0.03 | 1,055 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,055 | 0.03 | 1,055 | 0.03 | 0 |
| Director | Jinzhou Investment Co., Ltd. | 500 | 500 | 0 | 0 | 500 | 500 | 65 | 65 | 1,065 | 0.03 | 1,065 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,065 | 0.03 | 1,065 | 0.03 | 0 |
| Represented by Chen, Ming-Shang | |||||||||||||||||||||||||
| Director | Hui Wen Investment Co., Ltd. | 500 | 500 | 0 | 0 | 500 | 500 | 67 | 67 | 1,067 | 0.03 | 1,067 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,067 | 0.03 | 1,067 | 0.03 | 0 |
| Represented by Lin, Chao-Feng | |||||||||||||||||||||||||
| Independent Director | Tsai-Ching Liu | 500 | 500 | 0 | 0 | 500 | 500 | 80 | 80 | 1,080 | 0.03 | 1,080 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 | 0.03 | 1,080 | 0.03 | 0 |
| Independent Director | Yung-Ho Chiu | 500 | 500 | 0 | 0 | 500 | 500 | 74 | 74 | 1,074 | 0.03 | 1,074 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,074 | 0.03 | 1,074 | 0.03 | 0 |
| Independent Director | Tse-Chun Lin | 500 | 500 | 0 | 0 | 500 | 500 | 82 | 82 | 1,082 | 0.03 | 1,082 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,082 | 0.03 | 1,082 | 0.03 | 0 |
| Independent Director | Chen, Ching-Yi | 500 | 500 | 0 | 0 | 500 | 500 | 70 | 70 | 1,070 | 0.03 | 1,070 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,070 | 0.03 | 1,070 | 0.03 | 0 |
| Independent Director | Maa, Kwo-Juh | 500 | 500 | 0 | 0 | 500 | 500 | 75 | 75 | 1,075 | 0.03 | 1,075 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,075 | 0.03 | 1,075 | 0.03 | 0 |
Note: The Company uses the net profit after tax and EPS as indicators for directors' performance bonuses. Excluding the Chairman, all directors share the same calculation basis. Their remuneration is not directly related to individual performance.
Annex V. 2025 Earning Distribution Table
Wisdom Marine Lines Co., Ltd.
2025 Earning Distribution Table
Unit:NT$
| Items | Undistributed Earnings |
|---|---|
| Unappropriated Retained Earnings, Beginning | 29,017,880,648 |
| add: 2025 Net Income (Remarks 1) | 3,936,032,233 |
| less: 2025 Other Comprehensive Income | (50,190) |
| Total Distributable Earnings up to 2025 | 32,953,862,691 |
| Distributions: | |
| Cash dividends (NT$3.5 per share) | (2,612,432,197) |
| Undistributed Earnings at End of 2025 | 30,341,430,494 |
| Remark 1: Equivalent to USD126,251,996 |
Chairman : Lan, Chun-Sheng General Manager : Lan, Chun-Sheng Head of Accounting : Lina Hung
Annex VI. Comparison Table for the amendments to the Rule of General Meeting
| Article Number | After Amendment | Prior to Amendment | Reason |
|---|---|---|---|
| Article 3 | (Items 1-3 omitted) | ||
| This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, as well as the shareholders meeting agenda handbook and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. | |||
| (omitted) | (Items 1-3 omitted) | ||
| This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. | |||
| (omitted) | To align with the amendment to Paragraph 4, Article 6 of the Regulations Governing the Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies, the requirement to disclose the shareholders' meeting agenda handbook and related information at least 30 days prior to the date of a regular shareholders' meeting has been extended to all TWSE- and TPEx-listed companies. |
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| Article Number | After Amendment | Prior to Amendment | Reason |
|---|---|---|---|
| Article 24 | 1. These Rules was regulated at December 31, 2008. | ||
| 2. First revision date: June 17, 2011. | |||
| 3. Second revision date: June 29, 2012. | |||
| 4. Third revision date: June 21, 2013. | |||
| 5. Fourth revision date: May 29, 2015. | |||
| 6. Fiveth revision date: May 22, 2020. | |||
| 7. Sixth revision date: May 21, 2021. | |||
| 8. Seventh revision date: May 20, 2022. | |||
| 9. Eighth revision date: May 12, 2023. | |||
| 10. Ninth revision date: May 22, 2026. | 1. These Rules was regulated at December 31, 2008. | ||
| 2. First revision date: June 17, 2011. | |||
| 3. Second revision date: June 29, 2012. | |||
| 4. Third revision date: June 21, 2013. | |||
| 5. Fourth revision date: May 29, 2015. | |||
| 6. Fiveth revision date: May 22, 2020. | |||
| 7. Sixth revision date: May 21, 2021. | |||
| 8. Seventh revision date: May 20, 2022. | |||
| 9. Eighth revision date: May 12, 2023. | Add Revision Date. |
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