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JINHUI SHIPPING
AND TRANSPORTATION LIMITED
2025
ANNUAL
REPORT
Contents
2 CORPORATE INFORMATION
3 CHAIRMAN’S STATEMENT
5 STRATEGIES AND BUSINESS PROFILE
9 HIGHLIGHTS
12 SHAREHOLDERS’ DIARY
13 CORPORATE GOVERNANCE REPORT
33 BOARD OF DIRECTORS AND EXECUTIVE PERSONNEL
35 DIRECTORS’ REPORT
71 RESPONSIBILITY STATEMENT
72 INDEPENDENT AUDITOR’S REPORT
79 CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
80 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
82 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
83 CONSOLIDATED STATEMENT OF CASH FLOWS
84 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
158 GLOSSARY
JINHUI SHIPPING AND TRANSPORTATION LIMITED
1
ANNUAL REPORT 2025
2
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Corporate Information
BOARD OF DIRECTORS
Executive Directors
Ng Siu Fai,
Chairman
Ng Kam Wah Thomas,
Managing Director and
Deputy Chairman
Ng Ki Hung Frankie
Ho Suk Lin Cathy
Non-executive Directors
Tsui Che Yin Frank
William Yau
AUDIT COMMITTEE
Tsui Che Yin Frank,
Chairman
William Yau
REMUNERATION COMMITTEE
Tsui Che Yin Frank,
Chairman
William Yau
COMPANY SECRETARY
Ho Suk Lin Cathy
AUDITOR
Grant Thornton Hong Kong Limited
Certified Public Accountants
Registered Public Interest Entity Auditor in accordance
with the Accounting and Financial Reporting Council
Ordinance
SHARE LISTING
The Company’s shares are listed on the
Oslo Stock Exchange (Euronext Oslo Børs)
(stock code: JIN)
SHARE REGISTRARS
Conyers Corporate Services (Bermuda) Limited
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Branch Register
Euronext Securities Oslo
Transfer Agent
Nordea Bank Abp, Filial i Norge
Postboks 1166 Sentrum
0107 Oslo, Norway
REGISTERED OFFICE
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
CORRESPONDENCE ADDRESS
26th Floor
Yardley Commercial Building
1-6 Connaught Road West
Hong Kong, PRC
CONTACTS
Tel: (852) 2545 0951
Fax: (852) 2541 9794
E-mail: [email protected]
WEBSITE
www.jinhuiship.com
JINHUI SHIPPING AND TRANSPORTATION LIMITED
3
ANNUAL REPORT 2025
Chairman’s Statement
The Board is pleased to present the annual report of Jinhui Shipping and Transportation Limited for the financial
year 2025.
Dry bulk freight rates in 2025 were marked by volatility but showed resilience, supported by strong commodity
demand (iron ore, coal, grains) despite geopolitical disruptions, seasonal swings and impact of trade policy. Rates
fluctuated sharply across vessel classes throughout the year. The Baltic Dry Index decreased by 4% year-on-year on
average over the last year. In light of these market conditions, the Group operated the majority of its fleet’s vessels
under long term contracts while retaining exposure to the spot market.
The Group continues to implement its fleet renewal strategy, with a focus on enhancing operational efficiency and
reducing environmental impact. Older vessels are being replaced with modern, fuel-efficient ships that align with
global sustainability objectives. This proactive approach not only strengthens fleet performance but also underscores
our commitment to environmentally responsible shipping. During the year, the Group completed the disposal and
delivery of eight Supramaxes with average age of sixteen years. The Group entered into shipbuilding contracts with
a reputable shipyard for the construction of four Ultramax newbuildings, scheduled for delivery in 2028. Together
with two shipbuilding contracts signed in 2024, the Group has a total of six committed Ultramax newbuildings as at
31 December 2025.
The Group achieved a revenue of US$157,489,000 for the year 2025, representing a slightly decrease of 0.9%
compared to US$158,900,000 for the year 2024. Overall, the revenue remained relatively stable. As part of the Group’s
ongoing fleet renewal and commitment to a low-carbon transition, eight aging Supramaxes, averaging sixteen years
of age, were sold and delivered during the year. Average daily time charter equivalent rate earned by the Group’s
fleet was US$14,182 for the year 2025 as compared to US$14,741 for the year 2024.
The Group generated a consolidated operating profit before depreciation and amortization amounted to
US$79,095,000 for 2025 as compared to US$74,286,000 for 2024. The Group reported a consolidated net profit of
US$12,544,000 in 2025, representing a decrease from US$24,005,000 recorded in the prior year. The current year’s
results included a non recurring net loss of US$9,209,000 arising from the disposal of eight Supramaxes. Basic
earnings per share for the year 2025 was US$0.115 as compared to basic earnings per share of US$0.220 for last year
2024.
The Board recommended the payment of a final dividend of US$0.018 per share for the year ended 31 December
2025, subject to the approval by the shareholders of the Company at the forthcoming annual general meeting of the
Company.
We will continuously monitor the market as well as our operations going forward and look out for opportunities to
maintain a reasonably modern and competitive fleet, not ruling out any future disposal of smaller and older vessels
and replace with newer vessels with larger carrying capacity and longer asset lives or charter-in of vessels. We will
make such decisions on an ad hoc basis to maintain high financial flexibility and operational competitiveness. As of
31 December 2025, the Group operated twenty-three vessels, including eighteen owned vessels and five chartered-in
vessels. Among the owned vessels were two that have been arranged under sale and leaseback agreements.
4
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Chairman’s Statement
On behalf of the Board of Directors of the Company, I would like to first express our heartfelt appreciation to all our
seafarers as well as all customers and stakeholders for their ongoing support. Going forward, we will continue to
operate with a conservative yet nimble mindset, and be ready to act in the best interest of our shareholders under all
kinds of scenarios. We will continue to exercise our best efforts to be a trustworthy business partner. I would also like
to take this opportunity to express my gratitude to my colleagues on the Board for their valuable contribution and to
the employees for their hard work, commitment and dedication throughout the year.
Ng Siu Fai
Chairman
18 March 2026
JINHUI SHIPPING AND TRANSPORTATION LIMITED
5
ANNUAL REPORT 2025
Strategies and Business Profile
Jinhui Shipping is a leading owner of dry bulk vessels offering high quality marine transportation services. It expands
its modern and high quality fleet of dry bulk carriers through well-planned and timely acquisition and chartering of
vessels.
Jinhui Shipping was incorporated with limited liability in Bermuda on 16 May 1994. Following a reorganization in
June 1994, the Company became the immediate holding company of the shipping and investment group. Since 1994,
Jinhui Shipping’s shares have been trading under a full listing on the Oslo Stock Exchange (Euronext Oslo Børs) (stock
code: JIN).
As at date of this annual report, the major shareholder of the Company is Jinhui Holdings Company Limited which
holds approximately 55.69% interests in the Company.
STRATEGIES
The Group operates a diverse fleet of dry bulk carriers, encompassing a wide range of sizes from Supramax to
Capesize. The Group believes that operating a versatile and diverse fleet could bring significant economic benefits
to the Group. The Group will focus on taking decisive actions when opportunities arise, while maintaining a strong
financial position and moderate leverage, as well as adjusting our fleet profile and size in a flexible and responsive
manner. We will focus further on prudence and stability as our core objectives going forward and seek to be a
preferred vessel provider for customers.
On the commercial side, our strategy is to maintain a flexible chartering policy to achieve an optimal balance between
longer term time charterparties which generate a robust cash inflow, and spot exposure which allows the Group to
take advantage of any upside in future charter rates. We will also further boost up our risk management efforts with
the objective to minimize potential counterparty risks.
The objectives of the Company are set out in its Memorandum of Association, which include the businesses of, inter
alia:
• acting and performing all the functions of a holding company;
• acting as ship owners, managers, operators and agents; and
• acquiring, owning, selling, chartering, repairing or dealing in ships.
6
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Strategies and Business Profile
SHIPPING BUSINESS
The Group’s shipping activities began in the mid 1980’s, principally in the form of chartering dry bulk carriers
worldwide. The Group masterminds a meticulous and complex shipping operation linking suppliers with end users
around the world. Its chief task is to identify the exact requirements of customers and use suitable vessels to carry
bulk cargoes for specific voyages or periods of time.
The Group operates a modern fleet of dry bulk carriers which are either used for carrying cargoes or time chartered-
out to other shipping operators whichever is expected to bring a higher economic benefit to the Group.
The key success factors in the ship chartering business are timing, performance and relationship. Ship charterers
have to know their customers and suppliers well, building up mutual trust and respect. It is in this important area
that the Group has always excelled, helping to cement contracts and maintain reasonable business flow even during
difficult periods when the economy is weak.
It is the Group’s policy to comply with all applicable environmental rules and regulations in its shipping operations
as well as in its daily working environment to avoid the emission of noxious substances into the environment. The
Group’s owned vessels are well maintained and we place great emphasis on the operation in compliance with safety
and environmental laws and regulations including but not limited to ISM Code, ISPS Code, MLC Code, MARPOL and
other applicable rules regulated by IMO. We ensure all seafarers on board are trained and certificated in accordance
with STCW Convention. Our owned vessels are also subject to the laws, regulations and rules of each country and
port they visit. We have developed policies and procedures intended to ensure our compliance with these laws,
regulations and rules. With the increasing attention towards environmental issues in the shipping industry, we are
committed to operate our business in an environmentally and socially responsible manner, heading to the target of
decarbonization.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
7
ANNUAL REPORT 2025
Strategies and Business Profile
SHIPPING BUSINESS
(Continued)
Owned Vessels
As at 31 December 2025, the Group had eighteen owned vessels and 432 seafarers employed on board.
Name Built Builder DWT(MT)
JIN CHENG 2012 Imabari 181,279
JIN MEI 2008 Shanghai Waigaoqiao 178,021
JIN LI 2019 Jiangsu Hantong 81,567
JIN HENG 2014 Jiangsu Hantong 63,518
JIN PING 2014 Jiangsu Hantong 63,485
JIN CHAO 2014 Jiangsu Hantong 63,469
JIN RUI 2014 Jiangsu Hantong 63,435
JIN QUAN 2017 Dalian Cosco KHI 61,441
JIN XIANG 2012 Oshima 61,414
JIN HONG 2011 Oshima 61,414
JIN YUE 2010 Shanghai Shipyard 56,934
JIN AO 2010 Shanghai Shipyard 56,920
JIN WAN 2009 Shanghai Shipyard 56,897
JIN BI* 2012 Jiangsu Hantong 56,361
JIN AN 2007 Kawasaki 55,866
JIN XING 2007 Oshima 55,496
JIN YI 2007 Oshima 55,496
JIN YUAN 2007 Oshima 55,496
1,328,509
* In December 2025, the Group entered into an agreement for the disposal of the vessel at a consideration of US$14,400,000.
The agreement was subsequently cancelled in January 2026 as one of the contractual clauses could not be fulfilled.
8
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Strategies and Business Profile
SHIPPING BUSINESS
(Continued)
Ordered Vessels
As at 31 December 2025, the Group committed to acquire six newbuildings under construction.
Name Builder DWT(MT) Expected delivery
JIN HAN Jiangsu Hantong 63,500 2026
JIN MING Jiangsu Hantong 63,500 2027
JIN FENG Jiangmen Nanyang 64,500 2028
JIN FU Jiangmen Nanyang 64,500 2028
JIN SHENG Jiangmen Nanyang 64,500 2028
JIN YAO Jiangmen Nanyang 64,500 2028
385,000
Chartered-in Vessels
The Group had two long-term chartered-in vessels as at the date of this annual report.
Name Built DWT(MT) Charter-in date
TAHO CIRCULAR 2022 84,484 Jun 2022
TRUE NEPTUNE 2017 207,672 Jan 2025
292,156
JINHUI SHIPPING AND TRANSPORTATION LIMITED
9
ANNUAL REPORT 2025
Highlights
While the Group’s expertise remains in Asia, by deploying a flexible and responsive sales strategy as well as an
efficient fleet of vessels, the Group managed to serve a balancing portfolio of customers geographically during the
year.
Loading Ports Analysis
2025 2024
(Expressed as a percentage of revenue)
% %
Asia excluding China 27.4 47.7
China 23.9 24.1
Africa 23.7 5.9
South America 12.0 11.3
Australia 10.3 6.6
North America 2.2 3.4
Europe 0.5 1.0
100.0 100.0
Discharging Ports Analysis
2025 2024
(Expressed as a percentage of revenue)
% %
China 41.7 42.6
Asia excluding China 27.3 35.4
Africa 21.8 14.5
South America 4.7 1.3
North America 2.2 4.2
Australia 1.4 –
Europe 0.9 2.0
100.0 100.0
Types of Cargoes carried by the Group’s Fleet
2025 2024
Metric Tonnes Metric Tonnes
(in ’000) % (in ’000) %
Minerals 6,526 54.8 9,407 59.5
Coal 1,595 13.4 2,813 17.8
Steel products 925 7.8 1,738 11.0
Agricultural products 706 5.9 611 3.9
Cement 672 5.6 364 2.3
Fertilizer 249 2.1 234 1.4
Others 1,232 10.4 636 4.1
11,905 100.0 15,803 100.0
10
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Highlights
KEY PERFORMANCE INDICATORS FOR SHIPPING BUSINESS
2025 2024
US$ US$
Average daily time charter equivalent rate
1
14,182 14,741
Daily vessel running cost
2
5,895 5,606
Daily vessel depreciation
3
3,194 3,343
9,089 8,949
Average utilization rate
4
98% 98%
As of 31 December 2025, the Group operated twenty-three vessels, including eighteen owned vessels and five
chartered-in vessels. Among the owned vessels were two that have been arranged under sale and leaseback
agreements in 2025. As of 31 December 2024, the Group operated a total of thirty-three vessels, consisting of twenty-
five owned vessels and eight chartered-in vessels. The Group achieved a revenue of US$157,489,000 for the year
2025, representing a slightly decrease of 0.9% compared to US$158,900,000 for the year 2024. Average daily time
charter equivalent rate earned by the Group’s fleet was US$14,182 for the year 2025 as compared to US$14,741 for
the year 2024. Daily vessel running cost of the Group’s owned vessels increased from US$5,606 for the year 2024
to US$5,895 for the year 2025 due to higher crew cost and the expenditure on spare parts for vessels, driven by an
increase in operational demands and the need for maintenance to ensure optimal performance. In response to these
rising expenses, we are committed to implementing stringent cost-control measures and enhancing operational
efficiency. Our goal is to maintain a highly competitive cost structure that aligns with industry standards and
positions us favorably against other market participants. Daily vessel depreciation of the Group‘s owned vessels
decreased from US$3,343 for the year 2024 to US$3,194 for the year 2025. The average fleet utilization rate of the
Group’s fleet is 98% for the years of 2025 and 2024. We will continue with our cost reduction effort, striving to
maintain a highly competitive cost structure when stacked against other market participants.
Notes:
1. Average daily time charter equivalent rate is calculated as the time charter revenue, and voyage revenue less voyage expenses
divided by the number of available days in the year.
2.
Daily vessel running cost is calculated as the aggregate of crew expenses, insurance, consumable stores, spare parts, repairs
and maintenance and other vessels’ miscellaneous expenses divided by ownership days in the year.
3.
Daily vessel depreciation is calculated as the aggregate of vessels’ depreciation charge divided by ownership days in the year.
4.
Average utilization rate is calculated as the number of operating days divided by the number of available days in the year.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
11
ANNUAL REPORT 2025
Highlights
FIVE-YEAR FINANCIAL SUMMARY
2025 2024 2023 2022 2021
US$’000 US$’000 US$’000 US$’000 US$’000
Key Items in the Consolidated
Statement of Profit or Loss and
Other Comprehensive Income
Revenue 157,489 158,900 81,868 152,466 131,069
Operating profit (loss) 21,538 30,097 (48,822) (3,655) 196,136
Finance costs (8,994) (6,092) (6,234) (3,438) (1,749)
Profit (Loss) before taxation 12,544 24,005 (55,056) (7,093) 194,387
Taxation – – 1 (20) (190)
Net profit (loss) for the year 12,544 24,005 (55,055) (7,113) 194,197
Other comprehensive income (loss) (607) (2,325) (1,782) (2,899) 1,996
Total comprehensive income (loss)
for the year attributable to
shareholders of the Company 11,937 21,680 (56,837) (10,012) 196,193
Earnings (Loss) per share
– Basic and diluted US$0.115 US$0.220 US$(0.504) US$(0.065) US$1.777
Key Items in the Consolidated
Statement of Financial Position
Non-current assets 405,192 461,569 389,035 450,708 434,131
Current assets 144,542 62,633 94,598 87,604 113,594
Total assets 549,734 524,202 483,633 538,312 547,725
Total equity 380,269 371,610 349,930 411,137 432,075
Non-current liabilities 124,054 103,400 79,748 73,724 39,943
Current liabilities 45,411 49,192 53,955 53,451 75,707
Total equity and liabilities 549,734 524,202 483,633 538,312 547,725
Other Financial Information
Gearing ratio 1% 15% 7% 5% 4%
12
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Shareholders’ Diary
Annual general meeting 27 May 2026
Ex dividend date for final dividend 2025 28 May 2026
Payment of final dividend 2025 On or about 23 June 2026
Announcement for the first quarter results 2026 29 May 2026*
Announcement for the second quarter results 2026 31 August 2026*
Announcement for the third quarter results 2026 30 November 2026*
Announcement for the fourth quarter results 2026 26 February 2027*
* Subject to change
JINHUI SHIPPING AND TRANSPORTATION LIMITED
13
ANNUAL REPORT 2025
Corporate Governance Report
Jinhui Shipping recognizes the importance of good corporate governance to the Company’s value creation and has
devoted considerable efforts to identify and formulate corporate governance practices appropriate to the Company in
terms of practicality and suitability. The Board has the overall responsibility for the Company’s corporate governance
and ensures the Company implements sound corporate governance practice.
SECTION 3-3B OF THE NORWEGIAN ACCOUNTING ACT
The following specifies the items or information that must be disclosed under Section 3-3b of the Norwegian
Accounting Act:
1. A statement of the code of practice and regulatory framework for corporate governance
Pursuant to Section 4.4 of the Oslo Rule Book II – Issuer Rules, companies listed on the Oslo Stock Exchange
(Euronext Oslo Børs) must publish a comprehensive report on the company’s corporate governance in the
directors’ report or in a document that is referred to in the directors’ report. The report must cover every
section of the Norwegian Code of Practice for Corporate Governance (the “Norwegian Code of Practice”) and
must include the required report contents as set out in Section 3-3b of the Norwegian Accounting Act.
Jinhui Shipping has applied the principles as set out in the Norwegian Code of Practice as its corporate
governance structure. The Company gives an annual review of the corporate governance report which covers
every section for its compliance with the Norwegian Code of Practice, and explains the deviations with
selected alternative approaches on pages 16 to 32 with the numbers refer to the section’s numerical order of
the Norwegian Code of Practice.
2. Information on where the code of practice and regulatory framework is publicly
available
According to the latest version of the Norwegian Code of Practice, published on 25 August 2025, is available
on the Norwegian Corporate Governance Board website (www.nues.no). The Oslo Rule Book II – Issuer Rules
is available on Euronext Oslo Børs website (www.euronext.com/en/markets/oslo).
Jinhui Shipping adhered to the Norwegian Code of Practice throughout the year except for certain deviations.
We report our conformance and provide explanation of the reasons for the deviations and what solution we
have selected in below fifteen separate sections as described in the Norwegian Code of Practice.
14
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Corporate Governance Report
SECTION 3-3B OF THE NORWEGIAN ACCOUNTING ACT
(Continued)
3. Description of the main elements of the Group’s internal control and risk management
systems associated with the financial reporting process
The Board is responsible for ensuring financial reporting process is subject to adequate control and has laid
down instructions and guidelines on its own works as well as for the executive personnel on day-to-day
operations and ongoing financial monitoring. The Board carries out a review of the Group’s most significant
risk areas in every six months and performs an annual review of its internal control systems. The Audit
Committee assists the Board relating to the efficiencies of the Group’s internal control over the financial
reporting process; the effectiveness of the Group’s risk management policies; and the qualifications and
independence of the external auditor.
The Group adopts a uniform generally accepted accounting practice in the preparation of financial statements
of the Company and its subsidiaries. The internal control systems identified in the financial reporting process
are primarily designed to mitigate the risks including financial reporting risk, compliance-related risk, fraud
risk, and risk on financial-accounting-related IT systems. The control procedures mainly include authorizations,
segregation of duties, reconciliations, management review and IT controls over financial-accounting-related
IT systems. To ensure adequate and effective internal control on financial reporting process is adopted and
implemented, key control procedures are ongoing monitored by the executive personnel, regularly assessed
by the Board and the Audit Committee and annually reviewed by the external professionals.
4. Provision in the Company’s Memorandum of Association governing general meetings
The Company’s Memorandum of Association and Bye-Laws laid down the shareholders’ right proceedings
at general meetings, voting rights, proxies, transfer of shares, and also the rules governing the alteration or
amendment to bye-laws and memorandum of association. Both do not extend or depart from the general
rules laid down in Chapter 5 of the Norwegian Public Limited Liability Companies Act, which governs general
meetings. The Company’s Memorandum of Association and Bye-Laws have been publicly disclosed in the
website of the Company.
5. Composition of the Board and the main elements in the prevailing board instructions
and guidelines
The Board adopted the Company’s Bye-Laws 36 to 52 as its prevailing board instructions of procedures which
laid down general powers, proceedings and administrative procedures of the directors of the Company.
The Board Committees, which include the Audit Committee and the Remuneration Committee, are
appointed by the Board under respective terms of reference that specified their authorities, duties, reporting
responsibilities and reporting procedures. The respective terms of reference of the Audit Committee and the
Remuneration Committee have been publicly disclosed in the website of the Company. The composition of the
Board and the board committee functions are further discussed below in Section 8 and Section 9 under the
Norwegian Code of Practice.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
15
ANNUAL REPORT 2025
Corporate Governance Report
SECTION 3-3B OF THE NORWEGIAN ACCOUNTING ACT
(Continued)
6. Provision in the Company’s Bye-Laws that regulates the appointment and replacement
of members of the Board
Pursuant to the Company’s Bye-Law 36, the Directors shall be elected or appointed in the first place at the
statutory meeting of members and thereafter in accordance with Bye-Law 38 and shall hold office until the
next appointment of Directors or until their successors are elected or appointed.
Bye-Law 38 stipulates that notwithstanding any other provisions in the Company’s Bye-Laws, at each annual
general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three,
the number nearest to but not greater than one-third) shall retire from office by rotation provided that
notwithstanding anything herein, the Chairman and/or the Managing Director shall not, whilst holding such
office, be subject to retirement by rotation or be taken into account in determining the number of Directors to
retire in each year.
There are also provisions in Bye-Law 40 and Bye-Law 41 in relation to the removal of Directors and the
disqualification of Directors.
7. Mandate that gives the Board the right to issue new shares and provision in the
Company’s Bye-Laws that gives the Board the right to decide on share repurchases
There is an existing general mandate in place that gives the Board the power to issue, allot and dispose of
shares of the Company not exceeding the aggregate of 30% of the issued share capital of the Company on
the date of the resolution. This general mandate was granted to the Board in the Company’s annual general
meeting held on 28 May 2025 and is valid until the earlier of the date of the next annual general meeting or
otherwise revoked or determined by shareholders at a general meeting of the Company. The provision in the
Company’s Bye-Law 2 giving the Board the right to issue new shares.
The provision in the Company’s Bye-Law 3 giving the Board the right to purchase its shares as the Board shall
think fit. In view of the increasingly volatile nature of today’s financial markets, the Board shall make timely
decision on the purchase of its shares according to the then prevailing market conditions to generate the most
value for shareholders of the Company.
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Corporate Governance Report
NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
The section numbers mentioned below refer to the fifteen sections under the Norwegian Code of Practice.
Section 1 Implementation and reporting on corporate governance
Jinhui Shipping has applied and followed the principles as set out in the Norwegian Code of Practice. The corporate
governance report of 2025 covered every section of Norwegian Code of Practice with the description of our
conformance throughout the year and the explanation of the reasons for the deviations.
Section 2 Business
The objectives of Jinhui Shipping are set out in its Memorandum of Association, which include the businesses of
inter alia:
•
acting and performing all the functions of a holding company;
•
acting as ship owners, managers, operators and agents; and
•
acquiring, owning, selling, chartering, repairing or dealing in ships.
The Group’s main objectives, strategies and risk profiles for our businesses are discussed in “Strategies and Business
Profile” on pages 5 to 8 and in the section of Risk Management in “Directors’ Report” on pages 64 to 67.
The Company has promulgated a set of Company Code, which sets out the corporate standards and practices used by
the Group to direct and manage its business affairs. The Company Code also includes corporate social responsibility
guidelines and ethical guidelines and is prepared and updated by referencing to the principles set out in the
Norwegian Code of Practice and other applicable rules and regulations. In addition to formalizing existing corporate
governance principles and practices, the Company Code also serves the purpose of assimilating existing practices
with benchmarks prescribed by the Norwegian Code of Practice and ultimately ensuring high transparency and
accountability to the Company’s shareholders. The directors and employees of Jinhui Shipping are subject to a range
of rules laid down by legislation and regulations, as well as the Company Code and rules and ethical values and
guidelines described in the staff handbooks. Section 3-3c of the Norwegian Accounting Act is relevant for Norwegian
companies and also for third country issuers that have taxable operations in Norway. The Company did not present
social responsibility statement as required under Section 3-3c of the Norwegian Accounting Act as the Company
is incorporated in Bermuda and does not have any taxable operations in Norway. Nevertheless, we include the
Company’s principles on material social responsibility matters related to external environment, working environment,
and employees’ right and equal treatment in the Directors’ report. We also commit to conduct our business in a
responsible, ethical and lawful manner and complied applicable rules and regulations in our business practices.
Jinhui Shipping shall maximize shareholders’ values in a sustainable manner by increasing the Company’s equity
value and distributing dividends to shareholders and the Board evaluates the objectives, strategies and risk profiles
annually.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
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(Continued)
Section 3 Equity and dividends
Equity
Jinhui Shipping’s capital adequacy is kept under constant review in relation to its objectives, strategies and risk
profile. As at 31 December 2025, the Group’s total equity was US$380,269,000, accounting for 69% of its consolidated
total assets. The Board considers the present equity structure to be satisfactory.
Dividend policy
The Company may declare and distribute dividends to the shareholders of the Company. Our policy aims to provide
stable and consistent dividends with steady growth when supported by our earnings whilst ensuring that sufficient
financial resources can be maintained to fund our business growth. In addition, the amount and timing of any
dividend distributions in the future will depend, among other things, on our compliance with covenants in our credit
facilities, earnings, financial condition, cash position, Bermuda law affecting the dividend distributions, restrictions
in our financing agreements and other factors. As dry bulk shipping market is cyclic and volatile, it’s particularly
challenging to establish a clear and predictable dividend policy. There can be no assurance that a dividend will be
proposed or declared in any given year.
The Board has resolved to recommend the payment of a final dividend of US$0.018 per share for the year ended
31 December 2025 and such dividend, if approved by the shareholders at the forthcoming annual general meeting
scheduled on 27 May 2026, will be paid to the beneficial owners of the shares of the Company whose names are
registered in the Euronext Securities Oslo, the Norwegian Central Securities Depository, at the close of business on
29 May 2026. The Company’s shares listed on the Oslo Stock Exchange will be traded including dividend up until and
including 27 May 2026. The ex dividend date is 28 May 2026 and the dividend will be paid on or about 23 June 2026.
The dividend policy will be regularly assessed by the Board and will depend, among other things, on the Group’s
financial obligations, leverage, liquidity and capital resources, and the market conditions. There was no proposal for
the Board to be given any mandate to approve the distribution of dividends.
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(Continued)
Section 3 Equity and dividends
(Continued)
Increase in share capital
At the 2025 Annual General Meeting of the Company, a general mandate had been granted to the directors of the
Company to increase not exceeding the aggregate of 30% of the issued share capital of the Company which would
be valid until the earlier of the date of the next annual general meeting or otherwise revoked or determined by
shareholders at a general meeting of the Company. No shares were being issued under this authorization in 2025.
According to the Norwegian Code of Practice, the mandate granted to the board of directors to increase the
company’s share capital should be restricted to defined purposes.
In view of the increasingly volatile nature of today’s financial markets, the Board believes having a general mandate
in place enables the Company to respond swiftly to the then prevailing market conditions should an equity fund
raising exercise be determined to be the appropriate funding channel and proposes this general mandate at the
forthcoming annual general meeting.
Purchase of own shares
The provision in the Company’s Bye-Law 3 giving the Board the right to purchase its shares as the Board shall think
fit. In view of the increasingly volatile nature of today’s financial markets, the Board shall make timely decision on the
purchase of its shares according to the then prevailing market conditions to generate the most value for shareholders
of the Company.
Section 4 Equal treatment of shareholders
Equal treatment of shareholders
Jinhui Shipping has one class of shares in issue. All shares have equal voting rights. There are provisions in the
Company’s Bye-Law 4 in relation to shareholder’s voting rights.
Share issues
According to the Company’s Bye-Law 4.3, the shareholders shall have the first and preferential right to subscribe
for and be allotted any shares of the Company proposed to be issued in proportion to the number of shares held by
them, unless the Company by special resolution otherwise decides to waive the shareholders’ preferential rights in
respect of a particular issue of shares or generally for any period not exceeding five years.
In the event of an increase in share capital where the Board resolves to carry out an increase in share capital on the
basis of a mandate granted to the Board that waives the pre-emption rights of existing shareholders, the justification
will be publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.
No shares were being issued in 2025.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
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(Continued)
Section 4 Equal treatment of shareholders
(Continued)
Transactions in its own shares
Jinhui Shipping’s shares are liquid. In the event the Company carries out transactions in its own shares, it would only
carry out such transactions either through the stock exchange or at prevailing stock exchange prices if carried out
in any other way. If there is limited liquidity in the Company’s shares, the Company would consider other ways to
ensure equal treatment of all shareholders. No transactions in shares were being carried out by the Company in 2025.
Section 5 Shares and negotiability
Jinhui Shipping’s shares are freely traded in the Oslo Stock Exchange (Euronext Oslo Børs). The Company’s shares
are registered shares with the Branch Register of the Company kept at the Euronext Securities Oslo, and Nordea Bank
Abp is the transfer agent of the Company. Shareholders of the Company may transfer their shares by an instrument
of transfer in the usual common form or in such form as decided by the Board.
In general, all shares are freely negotiable. However, the Board may deny the transfer of shares according to the Bye-
Law 11 of the Company. The Board has the option to decline to register the transfer of any share if the registration
of such transfer would be likely to result in 50% or more of the aggregate issued share capital and the votes of the
Company being held or owned directly or indirectly by a person or persons resident for tax purposes in Norway.
The Board considers that it is appropriate to impose such restriction which protects the existing Norwegian
shareholders from unexpected tax changes in Norway for the common interest of the Company and the shareholders.
This type of restriction is common for Bermuda and other low-tax jurisdiction companies listed on the Oslo Stock
Exchange (Euronext Oslo Børs).
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JINHUI SHIPPING AND TRANSPORTATION LIMITED
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(Continued)
Section 6 General meetings
Attendance by shareholders
The Company provides detailed procedures and comprehensive information are distributed to shareholders to allow
shareholders to form the view on all matters to be considered at the general meeting. Shareholders of the Company
are entitled to attend shareholders’ meeting in person or by proxy. Electronic meeting is not applicable as it would
be contrary to the Bye-Laws of the Company. All shareholders who are registered in the Euronext Securities Oslo,
the Norwegian Central Securities Depository, will receive notification of the general meeting. The notice of calling
general meeting and the supporting information, including the procedures for representation at the meeting through
a proxy, the deadline for registering the intention to attend the general meeting, the information for each resolution
to be considered at the general meeting and for each of the candidates nominated for election, are published on the
Company’s website no later than 21 days prior to the date of the general meeting.
As a general rule, decisions which shareholders are entitled to make pursuant to Bermuda law may be made by
a simple majority of votes cast at a general meeting. However, the Bye-Laws of the Company provides that any
decision to, inter alia, amend Bye-Laws of the Company or alter the share capital of the Company requires the
approval of at least two-thirds of votes cast by those members present in person or by proxy at a general meeting.
The annual general meeting approves the annual financial statements, the Directors’ report and the Independent
Auditor’s report and any dividend proposed by the Board. The annual general meeting also approves the
remuneration of members of the Board and consider the guideline for the remuneration of the executive personnel
of the Company, as well as fix the remuneration of the auditor. The meeting agenda may also include authorization
to purchase own shares, increase the share capital, or any other matters listed in the notice of the general meeting.
Minutes from annual general meetings will be made available on Company’s website immediately after the annual
general meeting.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
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(Continued)
Section 6 General meetings
(Continued)
Participation by shareholders in absentia
Shareholders are given information on the procedures for representation at the general meeting through a proxy.
As an alternative to vote in person in the general meetings, shareholders may appoint the chairman of the general
meeting or to appoint another person as their proxies to attend and vote at the general meeting according to the
procedures and instructions as shown in the notice of general meetings.
In order to be valid, the proxy together with the power of attorney or other authority (if any) under which it is signed,
or a notarially certified copy thereof, must be deposited at Nordea Bank Abp, Filial i Norge, Nordea Issuer Services
at Essendrops gate 7, 0368 Oslo or Postboks 1166 Sentrum, 0107 Oslo, Norway or by e-mail to [email protected],
not less than 48 hours before the time appointed for holding the general meetings. Completion and submission of a
proxy will not preclude you from attending and voting in person if you are subsequently able to be present.
The proxy form of the Company is drawn up with separate voting instructions for each matter to be considered
by the meeting. At the meeting, votes shall be cast separately on each subject and for each office/candidate in the
elections. For directors who are subject to retirement by rotation at the annual general meeting, shareholders are
given the opportunity to vote separately for each candidate nominated for election or re-election as director of the
Company.
Attendance by the board of directors and auditor
The Chairman attends and chairs the general meetings. Other members of the Board are entitled to attend the general
meetings, and the external auditor is present at the annual general meeting. The 2026 Annual General Meeting is
scheduled on 27 May 2026. Notice of 2026 Annual General Meeting will be published on the websites of the Company
and the NewsWeb of the Oslo Stock Exchange (Euronext Oslo Børs) and will be dispatched to shareholders of the
Company in late April 2026.
Chairman of the general meetings
According to Bye-Law 27 of the Company, every general meeting of the Company should be chaired by the president
of the Company or the Chairman, or in his absence, another Director.
This constitutes a deviation from the Norwegian Code of Practice which states that the general meeting should be
chaired by an independent chairman.
The Board considers that as the leader of the Group and having sufficient experience and knowledge, the Chairman is
the most suitable person to chair a general meeting.
22
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NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
(Continued)
Section 7 Nomination Committee
The Company has not established a nomination committee and there is no provision for establishing such committee
in its Bye-Laws. This constitutes a deviation from the Norwegian Code of Practice.
The Board considers that it could monitor the need for any changes in the composition of its members and to
maintain contacts with shareholders, board committee members and executive personnel. The Board believes that
the current board composition is sufficient to represent the interests of all shareholders.
The Board will undertake adequate due diligence in respect of such individual and consider a variety of factors
including without limitation the following in assessing the suitability of the proposed candidate:
(a)
Reputation for integrity;
(b)
Accomplishment, business experience and reputation in the shipping industry and other relevant sectors;
(c)
Commitment in respect of sufficient time, interest and attention to the Company’s business;
(
d)
Diversity
in all aspects, including but not limited to gender, age, cultural/educational and professional
background, skills, knowledge and experience;
(e)
The ability to assist and support management and make significant contributions to the Company’s success;
and
(f)
Any other relevant factors as may be determined by the Board from time to time.
The appointment of any proposed candidate to the Board or re-appointment of any existing member(s) of the Board
shall be made in accordance with the Company’s Bye-Laws and other applicable rules and regulations. Shareholders
are invited to propose candidates by submitting their recommendations through Company’s website. Information on
proposing candidates for directorships will be made available on the Company’s website, www.jinhuiship.com when
there are vacancies on the Board.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
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NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
(Continued)
Section 8 Board of Directors: composition and independence
The Board has the ultimate responsibility for the management and administration of the affairs of the Company and
for supervising day-to-day management and activities in general; it also has the overall responsibility for the Group’s
good corporate governance practices, internal control and risk management.
During the year, the Board comprised of four executive directors, including the Chairman and the Managing Director,
and two non-executive directors. The Chairman is responsible for overseeing the functioning of the Board whilst
the Managing Director, supported by the executive directors, is responsible for managing the Group’s business,
including the implementation of major strategies and initiatives adopted by the Board. All non-executive directors,
who are shareholder-elected members and independent of executive personnel, material business contacts and main
shareholders of the Company, serve the important function of advising the management on strategies development
and ensure that the Group maintains high standards of financial and other mandatory reporting as well as providing
adequate checks and balances for safeguarding the interests of shareholders and the Company as a whole.
All directors of the Company are kept informed on a timely basis of major changes that may affect the Group’s
business, including relevant rules and regulations. The Board meets regularly and approves the Group’s overall
strategies, major acquisitions and disposals, annual and quarterly results and any other significant operational
and financial matters. Members of the Board are encouraged to own shares in the Company. The directors will
seek independent professional advice in performing their duties where appropriate. Executive personnel have the
responsibility for implementation of the Group’s strategic planning and decision made by the Board and monitoring
day-to-day operation of the Company.
Bye-Law 38 stipulates that notwithstanding any other provisions in the Company’s Bye-Laws, at each annual general
meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number
nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything
herein, the Chairman and/or the Managing Director shall not, whilst holding such office, be subject to retirement
by rotation or be taken into account in determining the number of Directors to retire in each year. As at date of this
annual report, directors who hold office of the Company are listed below:
Executive Directors
Ng Siu Fai
1
,
Chairman
Ng Kam Wah Thomas
1
,
Managing Director and Deputy Chairman
Ng Ki Hung Frankie
1
Ho Suk Lin Cathy
1
Non-executive Directors
Tsui Che Yin Frank
2
William Yau
2
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(Continued)
Section 8 Board of Directors: composition and independence
(Continued)
Notes:
1. Mr. Ng Siu Fai, Mr. Ng Kam Wah Thomas, Mr. Ng Ki Hung Frankie and Ms. Ho Suk Lin Cathy are executive directors of Jinhui
Holdings Company Limited, the Company’s holding company.
2.
Mr. Tsui Che Yin Frank and Mr. William Yau are independent non-executive directors of Jinhui Holdings Company Limited.
There are departures from the Norwegian Code of Practice which states that general meeting should elect the
chairman of the board of directors; the board of directors should not include executive personnel; and the term of
office for members of the board of directors should not be longer than two years at a time.
Dry bulk shipping is a highly specialized industry and requires executives with substantial amount of industry
experience to fully comprehend and to monitor the performance of the Group. The Chairman and the Managing
Director have extensive experience and knowledge in dry bulk shipping business and their duties for overseeing
the functioning of the Board and all aspects of the Group’s operations are clearly beneficial to the Group. Despite
the executive directors being executive personnel of the Group and performing executive management function in
day to-day operations, the leadership of the Chairman and the Managing Director is vital to the Group’s business
continuity and stability and the other two executive directors are with extensive experiences in shipping business and
management. In addition, members of the Board are obliged to disqualify themselves from participation in handling
of individual matters in which the board member, or its close associates, has a particular interest. The Company
believes the current board composition is sufficient to represent the interests of all shareholders and this will not
impair the balance of power and authority between the Board and the management of the Company. The directors,
including the non-executive directors, have brought a wide spectrum of valuable business experience, knowledge and
professionalism to the Board for its efficient and effective delivery of the Board functions. The biographical details of
the directors of the Company are set out in “Board of Directors and Executive Personnel” on pages 33 and 34.
Board meetings attendance
The Board meets at least quarterly and on other occasions when a Board decision is required on major issues. In
2025, the Board held seventeen meetings. The attendance record of each member of the Board is set out below:
Executive Directors Attendance
Ng Siu Fai 16
Ng Kam Wah Thomas 17
Ng Ki Hung Frankie 17
Ho Suk Lin Cathy 17
Non-executive Directors
Tsui Che Yin Frank 17
William Yau 17
JINHUI SHIPPING AND TRANSPORTATION LIMITED
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(Continued)
Section 9 The work of the Board of Directors
The Board deals with matters of strategic and major financial importance to the Company on a regular basis. At least
one Board meeting per annum is set aside for discussion of the Group’s strategies. During such meetings, the Board
reviews the expectation of the Group’s business outlook and financial forecast perspective and discusses the overall
strategies going forward. In any material event that the Chairman has an active involvement, the Board meeting will
be chaired by other members of the Board. In addition, the Company has established guidelines to make sure the
directors of the Company and executive personnel would notify the Board if they have any material direct or indirect
interest in any transaction entered into by the Company and its subsidiaries and would pay particular attention to
obtain independent valuations for any material transactions between the Group and its close associates. According
to the Company Code, members of the Board are obliged to disqualify themselves from participation in handling of
individual matters in which the board members, or its close associates, have a particular interest. These practices
would ensure independence of matters to be considered by the Board. The Board has guidelines on its own works
as well as for the executive personnel with clear internal allocation of responsibilities and duties and instruction in
handling the agreements with related parties, if any.
Transactions with close associates
Jinhui Shipping is a listed issuer on the Oslo Stock Exchange (Euronext Oslo Børs) and is a subsidiary of Jinhui
Holdings Company Limited, whose shares are listed on the Hong Kong Stock Exchange. The directors of the Company
and executive personnel have the obligations to follow rules, regulations and guidelines in relation to transactions
with close associates as set out by the Financial Supervisory Authority of Norway, the Stock Exchange of Hong Kong
Limited, the International Accounting Standards Board and the Hong Kong Institute of Certified Public Accountants.
Board committees
The Board is assisted by two board committees which are Audit Committee and Remuneration Committee. Their
existence does not reduce the responsibility of the Board as a whole. Board committee meetings are convened to
prepare matters for consideration and final decision by the Board as a whole. Material information that comes to the
attention of board committees are also communicated to other members of the Board.
As a general principle, the board committees have an advisory role to the Board and members of such committees
are restricted to members of the Board who are independent of executive personnel. They assist the Board in specific
areas and make recommendations to the Board. However, only the Board has the power to make final decisions.
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(Continued)
Section 9 The work of the Board of Directors
(Continued)
Audit Committee
The Audit Committee was established on 17 March 2006. The members of Audit Committee comprised of two
non-executive directors, namely Mr. Tsui Che Yin Frank (chairman of Audit Committee) and Mr. William Yau. The
primary duties of the Audit Committee include review and monitor the Group’s financial reporting, compliance with
legal and regulatory requirements, the nature and scope of audit review as well as the effectiveness of the systems
of risk management and internal control. The Audit Committee is also responsible for making recommendations in
relation to the appointment, re-appointment, and removal of the auditor, and reviewing and monitoring the auditor’s
independence and objectivity. In addition, the Audit Committee discusses matters raised by the auditor, professionals
and regulatory bodies to ensure that appropriate recommendations are implemented.
The Audit Committee has reviewed with the management, the accounting principles and practices adopted by the
Group and discussed auditing, risk management, internal control and financial reporting matters including the review
of the Company’s half-yearly and annual reports before submission to the Board. The Group’s annual consolidated
financial statements for the year ended 31 December 2025 have been reviewed by the Audit Committee, which is
of the opinion that such statements comply with applicable accounting standards and legal requirements, and that
adequate disclosures have been made.
During the year, three meetings were held by the Audit Committee. Among these meetings, the annual consolidated
financial statements for the year ended 31 December 2024, the half-yearly report for the period ended 30 June 2025
and the risk management and internal control systems have been reviewed.
Remuneration Committee
The Remuneration Committee was established on 17 March 2006. The members of Remuneration Committee
comprised of two non-executive directors, namely Mr. Tsui Che Yin Frank (chairman of Remuneration Committee)
and Mr. William Yau. The role and function of the Remuneration Committee include the determination of the
specific remuneration packages of all executive directors and executive personnel, including salaries, bonuses,
benefits in kind, pension rights and compensation payments, and make recommendations to the Board on the fees
for the non-executive directors. The Remuneration Committee should consider factors such as the performance of
executive directors and executive personnel, the profitability of the Group, salaries paid by comparable companies,
time commitment and responsibilities of the executive directors and executive personnel, employment conditions
elsewhere in the Group and desirability of performance-based remuneration. The Remuneration Committee has to
ensure that the Group is able to attract, retain and motivate a high-caliber team which is essential to the success of
the Group.
As a matter of principle, no loans or advances are granted to any director. Presently, no share options are granted to
any director by the Company.
The Remuneration Committee holds a meeting annually to review the remuneration to directors of the Company and
executive personnel of the Group and makes recommendations to the Board.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
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(Continued)
Section 10 Risk management and internal control
It is the Board’s responsibility for evaluating and determining the nature and extent of the risks it is willing to take
in achieving the Group’s strategic objectives, and ensuring that the Group establishes and maintains appropriate
and effective risk management and internal control systems. The Board also oversees management in the design,
implementation and monitoring of the risk management and internal control systems on an ongoing basis, and
management shall confirm to the Board on the effectiveness of these systems at least annually.
The Board, through the assistance of Audit Committee, has conducted an annual review of the effectiveness of the
Group’s risk management and internal control systems, covering all material financial, operational and compliance
controls. In particular, the adequacy of resources, qualifications and experience of employees, training programs and
budget of the Group’s accounting and financial reporting functions are reviewed. The annual review also covered
the Group’s significant and emerging risks in shipping business; the quality of management’s ongoing monitoring
of risks and of the internal control systems; the extent and frequency of communication of monitoring results to the
Audit Committee and the Board; whether there is any significant control failings or weaknesses identified and the
effectiveness of the Group’s processes for financial reporting and relevant legislation and regulations compliance.
For the year 2025, the review of the effectiveness of the Group’s risk management and internal control systems
has been conducted and certain key internal control systems have been independently performed by PAL Advisory
Limited and are reviewed by the Audit Committee on an ongoing basis so that the practical and effective systems
are implemented. The review also includes identification weaknesses of the risk management and internal control
systems and proposals for improvement. The findings are reported subsequently at Board meetings to enable the
Board to assess the Group’s risk management and internal control system and the Board is satisfied that such
systems are effective and adequate and appropriate actions have been taken.
The risk management and internal control systems and accounting system of the Group are designed to identify and
evaluate the Group’s risk and formulate risk mitigation strategies, and to provide reasonable assurance that assets
are safeguarded against unauthorized use or disposition, transactions are executed in accordance with management’s
authorization, and the accounting records are reliable for preparing financial information used within the business
for publication, maintaining accountability for assets and liabilities and ensuring the business operations are in
accordance with relevant legislation, regulations and internal guidelines, including guidelines for corporate social
responsibility.
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(Continued)
Section 10 Risk management and internal control
(Continued)
The Group has a defined organizational structure with clearly defined lines of responsibility and authority. Each
business unit/department is accountable for its daily operations and is required to report to executive directors
on a regular basis. Policies and procedures are set for each business unit/department, which includes approvals,
authorization, verification, recommendations, performance reviews, assets security and segregation of duties. The
key control procedures include establishing and maintaining effective policies to ensure proper management of
risks to which the Group are exposed and taking appropriate and timely action to manage such risks, establishing a
structure with defined authorities and proper segregation of duties; monitoring the strategic plan and performance;
designing an effective accounting and information system; controlling price sensitive information; and ensuring
swift actions and timely communication with our stakeholders. At least twice a year, the management will report to
the Audit Committee on the effectiveness of risk management and internal control systems. The Audit Committee
review how management designs, implements and monitors risk management and internal control procedures,
findings and recommendations and follow-up procedures on the annual assessment; and the Audit Committee will
report on the overall effectiveness of the risk management and internal control systems to the Board annually. The
Group’s risk management and internal control systems can only provide reasonable and not absolute assurance
against material misstatement or loss, as they are designed to manage, rather than eliminate the risk of failure to
achieve business objectives. With respect to the procedures and internal controls for the handling and dissemination
of inside information, the Group has internal policy and procedures which strictly prohibit unauthorized use of
inside information and communicate to all employees in the staff handbook; the Board is aware of its obligations to
announce any inside information in accordance with the relevant legislation and regulations. Based on the size and
simple operating structure of the Group as well as the existing internal control processes, the Board has decided not
to set up an internal audit department for the time being, when necessary, the Audit Committee under the Board
would carry out the internal audit function and for reviewing the adequacy and effectiveness of the risk management
and internal control systems of the Group. Details of the Group’s risk management policies are set out in “Directors’
Report” on pages 64 to 67 and note 40 to the consolidated financial statements on pages 141 to 149.
Section 11 & 12 Remuneration of the Board of Directors and executive personnel
Directors’ fees represent remuneration to members for holding capacity as directors of the Company and are
determined based on the responsibility and expertise of the members, time commitment and the complexity of
the Company’s activities and do not link to the Company’s performance. Directors’ other emoluments represent
remuneration to executive directors for being executive personnel of the Group and performing executive
management functions in day-to-day operations and their other emoluments are determined based on guideline for
the remuneration of the executive personnel. The remuneration guideline contributes to the business strategy, long
term interests and sustainability of the Company as well as promoting the alignment of interest between shareholders
and executive personnel. The guideline is also included in the Company’s upcoming Notice of 2026 Annual General
Meeting for shareholders’ consideration.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
29
ANNUAL REPORT 2025
Corporate Governance Report
NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
(Continued)
Section 11 & 12 Remuneration of the Board of Directors and executive personnel
(Continued)
The guideline for the remuneration of executive personnel, which is considered an advisory guideline (non-binding) is
as follows:
(a) Fixed remuneration component
For fixed elements which include non-performance-based fixed base salary and allowances, and contributions
to retirement benefits schemes, these are assessed and determined by the complexity and responsibility
of the position, with a view to attract, retain and motivate high performing individuals and in line with the
prevailing market conditions and local market practice. No individual should determine his or her own fixed
remuneration. Fixed remuneration to individual executive directors and executive personnel are reviewed
annually by the Remuneration Committee and subject to the Board’s approval.
(b)
Variable remuneration component
For
variable elements which include performance-based discretionary bonus, these are assessed and
determined by the overall performance of the individual and contribution to the business strategy and
objectives, as well as shareholders’ values of the Company. No individual should determine his or her own
variable remuneration. Variable remuneration to individual executive directors and executive personnel are
reviewed annually by the Remuneration Committee and subject to the Board’s approval.
Since the dry bulk shipping industry is highly volatile and heavily influenced by external forces, it is
inappropriate to link the performance-based variable remuneration solely to any financial measurable
targets over a particular period or set an absolute limit to each remuneration component as it may generate
meaningless results. The Board seeks to ensure appropriate balance amongst all performance factors in
determination of variable remuneration component to executive personnel.
This constitutes deviations from the Norwegian Code of Practice which states that members of the board
of directors should not take on specific assignments for the company in addition to their appointment
as a member of the board; remuneration of the board of directors should not be linked to the company’s
performance; and performance-based remuneration to executive personnel should be based upon measurable
targets and quantifiable factors over which the employee in question can have influence and the performance
related remuneration should be subject to an absolute limit.
Currently, the Company has not adopted any share option scheme and no equity-based compensation
arrangement is granted to any directors and executive personnel. For any special equity-based compensation
arrangement that will be granted to eligible executive personnel in future, these compensation arrangements
will be determined by the individual’s contribution to the promotion of and enhancement of the long-term
value of the Company. This equity-based remuneration will be considered by the Board and be included as a
separate binding resolution in the general meeting subject to the shareholders’ approval.
30
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Corporate Governance Report
NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
(Continued)
Section 11 & 12 Remuneration of the Board of Directors and executive personnel
(Continued)
(b) Variable remuneration component
(Continued)
As mentioned in section 8, executive directors are performing executive personnel function, they received
remuneration for additional duties as member of the Board. The Remuneration Committee has been
established to assist the Board in developing and administering a fair procedure for determining on the
specific remuneration packages of all executive directors and executive personnel of the Company. At the
meeting held on 27 February 2026, the Remuneration Committee reviewed and made recommendations
to the Board on the fees of the executive directors, other emoluments of the individual executive directors
and executive personnel for the year 2025, and made recommendations to the Board on the remuneration
packages of the individual executive directors and executive personnel for the year 2026 as well as fees for
non-executive directors. Each component of remuneration to members of the Board are disclosed to the full
board and approved by the Remuneration Committee and the Board. Details of the fees and other emoluments
of the directors of the Company for the year 2025 are set out in note 12 to the consolidated financial
statements.
Section 13 Information and communications
Jinhui Shipping strives to promote efficient and non-discriminatory communication of information to market
participants. In order to further promote effective communication, the Company maintains a website to disseminate
information electronically on a timely basis.
Financial reporting
The Board is responsible for the accounts and the presentation of the financial results to shareholders in general
meetings. The Board reviews the Group’s financial position and exposure in the Board meetings with the
management every quarter. In such Board meetings, the management presents the Group’s financial performance
and the market situation to the Board where key profitability and financial ratios and any changes to the Group’s
strategies in response to changing market situation are discussed.
The quarterly results announcements are released by the Company for each quarter of a financial year within two
months subsequent to each quarter end. Annual report together with audited consolidated financial statements
are usually adopted by the Board within four months subsequent to each financial year end and are distributed to
shareholders of the Company no later than 21 days prior to the annual general meeting.
The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards, which
collective term includes all applicable individual IFRS Accounting Standards, International Accounting Standards
and Interpretations issued by the International Accounting Standards Board, and Hong Kong Financial Reporting
Standards, which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong
Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of Certified Public Accountants.
The Company emphasizes the production of accounts and financial reporting in which shareholders and other
investors alike can have confidence. Details of the Group’s material accounting policies are set out in note 4 to the
consolidated financial statements.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
31
ANNUAL REPORT 2025
Corporate Governance Report
NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
(Continued)
Section 13 Information and communications
(Continued)
Other market information
Jinhui Shipping is listed on the Oslo Stock Exchange (Euronext Oslo Børs) which complies with applicable rules and
regulations relating to the disclosure and handling of information. Jinhui Shipping maintains the company’s website
to disseminate information electronically on a timely basis and has established guidelines for open communication
of market information to market participants other than through general meeting. The Company also publishes major
events such as annual general meeting, annual and quarterly reports, financial calendar, public conference call,
dividend payment and other material transactions through websites of the Company at www.jinhuiship.com and the
NewsWeb of the Oslo Stock Exchange (Euronext Oslo Børs) at www.newsweb.no.
The Company holds open quarterly presentations in connection with the reporting of financial performance by
conference call.
In addition, only Directors and delegated officers can act as the Group’s spokesperson and respond to external
enquiries about the Group’s affairs.
Section 14 Take-overs
According to the Norwegian Code of Practice, the board of directors should establish guiding principles for how the
Company will act in the event of a take-over bid. However, there is no provision in the Bye-Laws of the Company
regulating the Board’s competence in the event of a take-over bid.
Nevertheless, the Board will adopt the provisions in the Norwegian Code of Practice as the guiding principles for how
the Company will act in the event of a take-over bid and will not attempt to influence, hinder or obstruct take-over
bids for the Company’s activities or shares.
In potential take-over situations, the Board will evaluate any offers that are commercially and financially beneficial
to all shareholders of the Company, consider and arrange an independent valuation where the bidder is a major
shareholder, and commit to act with extensive concern regarding representing the interest of all shareholders. The
Board will follow the relevant rules and regulations as set out in the Norwegian Code of Practice in due course.
32
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Corporate Governance Report
NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
(Continued)
Section 15 Auditor
The Board strives to have close and open cooperation with Grant Thornton Hong Kong Limited, the auditor of
the Company. The Audit Committee obtains annual confirmation that the auditor satisfies the independence and
objectivity requirements. The auditor submits an annual audit plan and presents the main features and scope of
the planned work to the Audit Committee before commencement of annual audit. The Board particularly assesses
whether the auditor exercises an adequate control function and the performance of the auditor has been reviewed.
The auditor participates in meetings of the Board that deal with the annual accounts. At these meetings, the Audit
Committee presents any material changes in the Group’s accounting principles and policies, identifies the significant
risks and exposures of the Group with the auditor. The auditor attends the annual general meeting, Audit Committee
meetings and other meetings on request of the Company. The auditor reports material matters in which there have
been disagreements between the auditor and management, if any.
The Board has issued guidelines that regulate management’s access to use the auditor of the Company for various
services as follows:
Audit services – include audit services provided in connection with the audit of the financial statements.
Other services – include services that would normally be provided by auditor other than audit services, for example,
audit of the Group’s provident funds, tax compliance, due diligence and accounting advice related to merge and
acquisition and issuance of special audit reports for tax or other non-assurance purposes. The auditor is invited to
undertake those services that it must or is best place to undertake in capacity as auditor.
Other specific services – include reviews of third parties to assess compliance with contracts, risk management
diagnostics and assessments, and non-financial systems consultations. The auditor is also permitted to assist
management with internal investigations and fact-finding into alleged improprieties, where appropriate and
necessary. These services are subject to specific approval by the Audit Committee.
In the forthcoming general meeting, the Board will report the remuneration paid to auditor including the details
of the fee paid for audit services and any fees paid for other specific assignments. In 2025, the remuneration paid
and payable to the auditor of the Company for the provision of the Group’s audit services and other services were
US$221,000 and US$6,000 respectively. Fees paid for other services included fees for tax compliance services of
US$6,000. The auditor’s remuneration excluded VAT as the external auditor performed its services in Hong Kong,
where no VAT being imposed.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
33
ANNUAL REPORT 2025
Board of Directors and Executive Personnel
BOARD OF DIRECTORS
Mr. Ng Siu Fai,
Chairman
Aged 69. Appointed as a Director of the Company since 1994. As one of the two founders of the Group in 1987,
Mr. Ng was appointed as the chairman of Jinhui Holdings, the Company’s holding company, in 1991. His
responsibility is to formulate strategic planning for the Group as well as overseeing all aspects of the Group’s
operations. Mr. Ng has extensive knowledge and working experience in the shipping industry as well as business
management and China trade.
Mr. Ng is a brother of Messrs. Ng Kam Wah Thomas and Ng Ki Hung Frankie, both are directors of the Company (as
disclosed hereinafter).
Mr. Ng Kam Wah Thomas,
Managing Director and Deputy Chairman
Aged 63. Appointed as a Director of the Company since 1994. Mr. Ng is the other founder of the Group in 1987 and
was appointed as a director of Jinhui Holdings since 1991. He is responsible for the Group’s shipping activities.
Mr. Ng has extensive knowledge and working experience in the shipping industry and business management. Mr. Ng
holds a Bachelor’s Degree in Arts from the University of Guelph in Canada and a Diploma in Management Studies,
specializing in shipping, from the Plymouth Polytechnic in the United Kingdom.
Mr. Ng Ki Hung Frankie,
Executive Director
Aged 72. Appointed as a Director of the Company since 1994 and a director of Jinhui Holdings since 1991. Mr. Ng is
responsible for the Group’s investments and business management. Mr. Ng has extensive working experience in the
shipping industry as well as business management and China trade.
Ms. Ho Suk Lin Cathy,
Executive Director
Aged 62. Appointed as a Director and the Company Secretary of the Company since 1994 and a director of Jinhui
Holdings since 1993. Ms. Ho is responsible for the Group’s financial controls and secretarial matters. Ms. Ho has
extensive working experience in finance and management. Prior to joining the Group in 1991, she worked in an
international accounting firm. Ms. Ho is a fellow member of the Association of Chartered Certified Accountants, the
Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales.
34
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Board of Directors and Executive Personnel
BOARD OF DIRECTORS
(Continued)
Mr. Tsui Che Yin Frank,
Non-executive Director
Aged 68. Appointed as a Non-executive Director of the Company since 2006 and an independent non-executive
director of Jinhui Holdings since 1994. Mr. Tsui has extensive experience in investment and banking industries
and held senior management positions at various international financial institutions. Mr. Tsui is an independent
non-executive director of Melco International Development Limited listed in Hong Kong. Mr. Tsui graduated with a
Bachelor’s and a Master’s Degree in Business Administration from the Chinese University of Hong Kong and with
a Law Degree from the University of London. He holds a Doctoral Degree in Business Administration from The
University of Newcastle, Australia.
Mr. William Yau,
Non-executive Director
Aged 58. Appointed as a Non-executive Director of the Company since 2006 and an independent non-executive
director of Jinhui Holdings since 2004. Mr. Yau has extensive experience gained from his senior management
positions in various industries. He is at present a director of American Phil Textiles Limited and Forum Restaurant
(1977) Limited, and a supervisor of Fujian Shishi Rural Commercial Bank Co., Ltd. Mr. Yau is a member of the Gansu
Provincial Committee of the Chinese People’s Political Consultative Conference. Mr. Yau graduated with a Bachelor
Degree of Computer Systems Engineering from the Carleton University in Canada.
EXECUTIVE PERSONNEL
Mr. Ching Wei Man Raymond,
Vice President
Aged 51. Joined the Group in 2004 as Vice President, and is responsible for overseeing various activities for the
Group, with particular focus in shipping related investments, corporate finance matters, investor relations, and new
business development. Mr. Ching has extensive experience in shipping investments and in finance. Prior to joining
the Group, he worked for a number of years in the investment banking division for a major US bank. Mr. Ching holds
a Master of Engineering and a Master of Science (Finance), both from the Imperial College of Science, Technology
and Medicine in London.
Mr. Shum Yee Hong,
Head of Management and Operation Department
Aged 73. Joined the Group in 1992 as Head of Management and Operation Department, responsible for the ship
operation activities of the Group. Mr. Shum has over 30 years of working experience in the shipping industry. Before
joining the Group, Mr. Shum was a marine superintendent for an international shipping company.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
35
ANNUAL REPORT 2025
Directors’ Report
The Directors present their report and the audited consolidated financial statements of Jinhui Shipping and its
subsidiaries for the year ended 31 December 2025.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities of its subsidiaries are ship
chartering and ship owning which are carried out internationally. There were no significant changes in the nature of
the Group’s principal activities during the year.
REGISTERED OFFICE
The Company is an exempted company registered in Bermuda and its registered office is Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda.
RESULTS AND APPROPRIATIONS
The results of the Group for the year 2025 are set out in the “Consolidated Statement of Profit or Loss and Other
Comprehensive Income” on page 79.
The Board has resolved to recommend the payment of a final dividend of US$0.018 per share for the year ended
31 December 2025 and such dividend, if approved by the shareholders at the forthcoming annual general meeting
scheduled on 27 May 2026, will be paid to the beneficial owners of the shares of the Company whose names are
registered in the Euronext Securities Oslo, the Norwegian Central Securities Depository, at the close of business on
29 May 2026. The Company’s shares listed on the Oslo Stock Exchange will be traded including dividend up until and
including 27 May 2026. The ex dividend date is 28 May 2026 and the dividend will be paid on or about 23 June 2026.
As there was no interim dividend payable during the year, the proposed final dividend as mentioned above, if
approved, will bring the total dividend for 2025 to US$0.018 per share.
ALLOCATION OF NET PROFIT
The Board has proposed the net profit of the Group for the year 2025 amounting to US$12,544,000 to be allocated as
an addition to retained profits.
RESERVES
Details of movements in reserves of the Group during the year are set out in the “Consolidated Statement of Changes
in Equity” on page 82.
36
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
DIVIDEND POLICY
The Company may declare and distribute dividends to the shareholders of the Company. Our policy aims to provide
stable and consistent dividends with steady growth when supported by our earnings whilst ensuring that sufficient
financial resources can be maintained to fund our business growth. In addition, the amount and timing of any
dividend distributions in the future will depend, among other things, on our compliance with covenants in our credit
facilities, earnings, financial condition, cash position, Bermuda law affecting the dividend distributions, restrictions
in our financing agreements and other factors. As dry bulk shipping market is cyclic and volatile, it’s particularly
challenging to establish a clear and predictable dividend policy. There can be no assurance that a dividend will be
proposed or declared in any given year.
BUSINESS REVIEW
In 2025, the dry bulk shipping sector continued to evolve, driven by shifting global demand patterns, environmental
regulations, and advancements in technology. Our strategic initiatives have positioned us to capitalize on these
trends, allowing us to enhance operational efficiency, improve fleet performance, and adopt innovative practices.
Baltic Dry Index commenced in the year 2025 at 997 points in January, then fell to a low of 715 points by the end of
January. Following this initial downturn, the Baltic Dry Index demonstrated a general upward trend throughout the
remainder of the year, ultimately reaching a peak level of 2,845 points in December. The index closed the year at 1,877
points. The average Baltic Dry Index for the year 2025 was 1,681 points, which compares to 1,755 points in 2024.
Baltic Dry Index & Baltic Supramax Index
Jan
2025
Apr Jul Oct Apr Jul Oct Apr Jul Oct Apr Jul OctJan
2021
Jan
2022
Jan
2023
Jan
2024
Jan
2026
Apr Jul Oct
Baltic Dry Index
Baltic Supramax Index
0
1,000
2,000
3,000
4,000
5,000
6,000
Source: Bloomberg
JINHUI SHIPPING AND TRANSPORTATION LIMITED
37
ANNUAL REPORT 2025
Directors’ Report
BUSINESS REVIEW
(Continued)
Average daily time charter equivalent rates 2025 2024
US$ US$
Capesize fleet 21,025 24,298
Panamax fleet 14,910 15,528
Ultramax / Supramax fleet 13,246 14,466
In average 14,182 14,741
As at 31 December 2025, the Group operated eighteen owned vessels and five chartered-in vessels. The Group’s
revenue represents chartering freight and hire income arising from the Group’s owned and chartered-in vessels. Hire
income under time charter is accounted for as operating lease and is recognized on a straight-line basis over the
period of each time charter contract.
For the year 2025, the Group’s revenue reached US$157,489,000, representing a slightly decrease of 0.9% compared
to US$158,900,000 for the year 2024. The Group generated a consolidated operating profit before depreciation and
amortization amounted to US$79,095,000 for 2025 as compared to US$74,286,000 for 2024. The Group reported a
consolidated net profit of US$12,544,000 in 2025, representing a decrease from US$24,005,000 recorded in the prior
year. The current year’s results included a non recurring net loss of US$9,209,000 arising from the disposal of eight
Supramaxes. Basic earnings per share for the year 2025 was US$0.115 as compared to US$0.220 for last year 2024.
The average daily time charter equivalent rate for the Group’s fleet declined 3.8% to US$14,182 for the year 2025 as
compared to US$14,741 for the year 2024.
Revenue of US$23,797,000 and US$11,562,000 were derived from two charterers that contributed 15% and 7%
respectively to the Group’s revenue for the year 2025. Management has a credit policy in place for approving the
credit limits to charterers and the exposures to credit risk are monitored such that any outstanding trade receivables
are reviewed and followed up on an ongoing basis. For trade receivables from customers, credit evaluations including
assessing the customer’s creditworthiness and financial standing are performed on customers requiring a credit over
certain amount. The management consider that the credit risks inherent in the Group’s outstanding trade receivables
within one year past due was immaterial.
38
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
BUSINESS REVIEW
(Continued)
Key Performance Indicators for Shipping Business 2025 2024
US$ US$
Average daily time charter equivalent rate 14,182 14,741
Daily vessel running cost 5,895 5,606
Daily vessel depreciation 3,194 3,343
9,089 8,949
Average utilization rate 98% 98%
Daily vessel running cost of the Group’s owned vessels rose to US$5,895 in 2025 from US$5,606 in 2024. The
increase was primarily due to higher crew cost and the expenditure on spare parts for vessels, driven by an increase
in operational demands and the need for maintenance to ensure optimal performance. In response to these rising
expenses, we are committed to implementing stringent cost control measures and enhancing operational efficiency.
Our goal is to maintain a highly competitive cost structure that aligns with industry standards and positions us
favorably against other market participants. Daily vessel depreciation of the Group’s owned vessels decreased from
US$3,343 for the year 2024 to US$3,194 for the year 2025. The average fleet utilization rate of the Group’s fleet is 98%
for the years 2025 and 2024. We will continue with our cost reduction effort, striving to maintain a highly competitive
cost structure when stacked against other market participants.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
39
ANNUAL REPORT 2025
Directors’ Report
FLEET OVERVIEW
The Group operates a balanced and diversified fleet of dry bulk carriers, comprising Capesize, Panamax, Ultramax
and Supramax bulk carriers. To stay competitive in the market, the Group focused on enhancing the quality of our
fleet and adjusting our fleet profile, particularly in terms of seeking to lower the overall age profile of our fleet. As at
31 December 2025, the Group operated a fleet of twenty-three vessels, of which eighteen are owned vessels (including
the one which has been disposed of and reclassified under assets held for sale) and five chartered-in vessels, with
total deadweight carrying capacity of approximately 1,825,000 metric tonnes. Among the owned vessels were two
that have been arranged under sale and leaseback agreements. As at 31 December 2025, the carrying amount of the
motor vessels and capitalized drydocking costs was US$298,367,000 (2024: US$393,320,000).
Number of vessels
Owned* Chartered-in Total
Capesize fleet 2 1 3
Panamax fleet 1 2 3
Ultramax / Supramax fleet 15 2 17
Total number of vessels 18 5 23
*
Included two vessels which have been arranged under sale and leaseback agreements, as well as one reclassified as assets
held for sale.
During the year 2025, the Group optimizing its fleet through strategic acquisitions, disposals and chartering activities
with a view to maintaining high financial flexibility and maximizing operational competitiveness at a lower level of
capital investment. The Group entered into nine agreements for the disposal of Supramaxes and four shipbuilding
contracts for the acquisition of Ultramaxes.
40
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
FLEET OVERVIEW
(Continued)
Disposal of vessels
• In March 2025, a Supramax built in 2007 with a deadweight of 53,350 metric tonnes was sold for US$8,260,000.
The vessel was delivered to the purchaser in May 2025.
• In May 2025, a Supramax built in 2008 with a deadweight of 56,952 metric tonnes was sold for US$10,225,000.
The vessel was delivered to the purchaser in July 2025.
• In July 2025, two Supramaxes, each built in 2009, were disposed of. The first, with a deadweight of 56,927
metric tonnes, was sold for US$10,800,000. The second, with a deadweight of 56,913 metric tonnes, was sold
for US$11,000,000. Both vessels were delivered in July 2025.
•
In
August 2025, a Supramax built in 2009 with a deadweight of 56,887 metric tonnes was sold for
US$10,500,000. Delivery to the purchaser took place in December 2025.
•
In
September 2025, a Supramax built in 2008 with a deadweight of 58,729 metric tonnes was sold for
US$11,930,000, with delivery completed in the same month.
•
In
October 2025, a Supramax built in 2012 with a deadweight of 56,469 metric tonnes was sold for
US$13,200,000. Delivery to the purchaser took place in November 2025.
•
In
November 2025, a Supramax built in 2008 with a deadweight of 56,968 metric tonnes was sold for
US$10,300,000, with delivery completed in December 2025.
•
In December 2025, the Group entered into an agreement for the disposal of a Supramax of deadweight 56,361
metric tonnes, built in year 2012, at a consideration of US$14,400,000. For financial reporting purposes, the
vessel was reclassified to “Assets held for sale” in accordance with IFRS 5 and HKFRS 5 “Non-current Assets
Held
for Sale and Discontinued Operations” at the reporting date. The agreement was subsequently cancelled
in January 2026 as one of the contractual clauses could not be fulfilled.
Shipbuilding contracts
• During the year 2025, the Group entered into four shipbuilding contracts for the construction of four Ultramax
newbuildings, each with a deadweight capacity of 64,500 metric tonnes, at a consideration of US$33 million
per vessel. The vessels are scheduled for delivery in 2028.
• Subsequent to reporting date, in February 2026, the Group entered into two shipbuilding contracts for
the construction of two Ultramax newbuildings, each with a deadweight of 64,100 metric tonnes, at a
consideration of US$34 million per vessel, scheduled for delivery in May 2029 and July 2029 respectively.
As at date of this annual report, the Group had eight committed Ultramax newbuildings, comprising six as mentioned
above and the two contracted in 2024, at a consideration of US$34 million each, scheduled for delivery in 2026 and
2027.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
41
ANNUAL REPORT 2025
Directors’ Report
FLEET OVERVIEW
(Continued)
Shipbuilding contracts
(Continued)
The acquisition of above eight newbuildings is consistent with the Group’s ongoing strategy to renew the fleet with
modern, larger and high-quality vessels, by gradually phasing out its older vessels and replacing them with newer
and younger vessels. In addition, the eight newbuildings are more fuel-efficient and of higher operational efficiency
than the other bulk carriers of the Group currently in operation, which meets the latest environmental regulations and
prevailing requirements in the shipping industry.
Lease of vessels
The Group endeavoured further enhance and improve our fleet profile while limiting the capital expenditure on
acquisition of vessels and maximizing flexibility. As at the reporting date, the Group maintained certain number
of time charter engagements, two of them were long-term time charters with remaining lease terms for more than
twelve months. The right-of-use assets which are calculated with the present value of total minimum hire payment
at the inception of the lease terms of the charterparties and corresponding lease liabilities were recognized in the
consolidated statement of financial position upon their deliveries of the vessels in accordance with IFRS 16 and
HKFRS 16 Leases. As at 31 December 2025, the carrying amounts of the right-of-use assets and the lease liabilities
were US$32,773,000 (2024: US$30,022,000) and US$36,062,000 (2024: US$32,385,000) respectively.
In early 2025, the Group took delivery of a long term chartered-in Capesize, with deadweight 207,672 metric tonnes,
built in year 2017, for a minimum term of thirty-three months.
Sale and leaseback arrangements
During the year, the Group entered into two memoranda and charter agreements with the purchasers for the sale and
leaseback arrangements of two vessels, at consideration of CNH79,750,000 and CNH123,250,000. The vessels were
sold and chartered back on seven-year bareboat charters which include purchase options from the third year until the
end of the bareboat period.
We will continuously monitor the market as well as our operations going forward and look out for opportunities to
maintain a reasonably modern and competitive fleet, not ruling out any future disposal of smaller and older vessels
and replace with newer vessels with larger carrying capacity and longer asset lives or charter-in of vessels. We will
make such decisions on an ad hoc basis to maintain high financial flexibility and operational competitiveness.
42
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
FINANCIAL REVIEW
Revenue and operating profit. The Group achieved a revenue of US$157,489,000 for the year 2025, representing a
slightly decrease of 0.9% compared to US$158,900,000 for the year 2024. The modest decrease was primarily driven
by the disposal of eight aging vessels, alongside weaker dry bulk market conditions that lowered the average daily
time charter equivalent rates of Group’s fleet by 3.8% to US$14,182. The average daily time charter equivalent rates
for Capesize fleet and Panamax fleet were US$21,025 and US$14,910 respectively, while the Ultramax / Supramax
fleet recorded US$13,246 for the year.
The Group generated a consolidated operating profit before depreciation and amortization amounted to
US$79,095,000 for 2025 as compared to that for 2024 of US$74,286,000. The Group recorded a consolidated net profit
of US$12,544,000 for the year 2025. This compared to a consolidated net profit of US$24,005,000 for the year 2024.
Basic earnings per share for the year was US$0.115, compared to US$0.220 for the year 2024.
Other operating income. Other operating income increased from US$16,991,000 in 2024 to US$34,703,000 in the
current year. The increase was primarily due to the receipt of settlement income from a legal dispute over the non-
performance of a charterparty. Settlement income amounted to US$20,223,000 was received in the current year while
US$3,500,000 was received in 2024. Additionally, there was a recognition of net gain of US$3,832,000 on financial
assets / financial liabilities at fair value through profit or loss, comprised of a realized gain of US$1,144,000 upon
disposal of certain financial assets and an unrealized fair value gain of US$2,688,000 on financial assets / financial
liabilities at fair value through profit or loss for the current year. For 2024, a net gain of US$4,867,000 on financial
assets at fair value through profit or loss was recorded.
Shipping related expenses. Shipping related expenses mainly comprised of crew expenses, insurance, consumable
stores, spare parts, repairs and maintenance and other vessels’ expenses. There was a modest decline in our
shipping related expenses from US$84,404,000 in 2024 to US$84,158,000 in the current year. The reduction is
primarily attributable to a decrease in the number of vessels owned by the Group which lowered the aggregated
shipping operational costs. Throughout the year, the Group entered into a reduced number of inward time charters
arrangements compared with 2024, resulting in hire payment of approximately US$12 million for these short-term
leases, as against US$22 million in last year. The overall savings were partially offset by higher bunker costs, driven
by fuel usage for vessel repositioning between charters and during voyage charter activities.
Daily vessel running cost of the Group’s owned vessels rose to US$5,895 in 2025 from US$5,606 in 2024. The
increase was primarily due to higher crew cost and the expenditure on spare parts for vessels, driven by an increase
in operational demands and the need for maintenance to ensure optimal performance. In response to these rising
expenses, we are committed to implementing stringent cost-control measures and enhancing operational efficiency.
Our goal is to maintain a highly competitive cost structure that aligns with industry standards and positions us
favorably against other market participants.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
43
ANNUAL REPORT 2025
Directors’ Report
FINANCIAL REVIEW
(Continued)
Other operating expenses. Other operating expenses declined from US$9,861,000 in 2024 to US$7,414,000 in the
current year, primarily due to a lower recognition of fair value loss of US$1,338,000 on investment properties, as
compared to US$4,386,000 recorded in the prior year. Other operating expenses for the year 2025 also included
directors’ fee of US$777,000, impairment loss on trade and other receivables of US$539,000, professional fee
of US$309,000, auditor’s remuneration related to audit services of US$221,000 and remaining are various office
administrative expenses.
Depreciation and amortization. Depreciation and amortization increased from US$44,189,000 for the year 2024 to
US$57,557,000 for the year 2025. The increase was attributable to the recognition of depreciation of US$28,817,000
on right-of-use assets for long-term chartered-in vessels for the current year whereas US$15,019,000 was recorded in
last corresponding year. The Group’s daily vessel depreciation for owned vessels decreased to US$3,194 for the year
2025 as compared to US$3,343 for the year 2024.
Finance costs. Finance costs increased from US$6,092,000 for the year 2024 to US$8,994,000 for the year 2025. This
rise was mainly attributable to the loan drawdown for the financing of vessels upon their deliveries during first half
of 2025, other borrowings on sale and leaseback arrangements on two vessels as well as the increase in recognition
of interest expenses on lease liabilities, which amounted to US$3,265,000 in 2025 compared to US$1,317,000 in 2024.
Financial assets / financial liabilities at fair value through profit or loss. As at 31 December 2025, the Group’s
portfolio of investment in financial assets at fair value through profit or loss was US$24,850,000 (2024:
US$20,605,000), in which US$21,526,000 (2024: US$17,903,000) was investment in listed equity securities and
US$3,324,000 (2024: US$2,702,000) was investment in investment funds. Financial liabilities at fair value through
profit or loss was US$294,000 (2024: nil) as of 31 December 2025 and represented investment in interest rate swap.
During the year, the Group’s net gain on financial assets / financial liabilities at fair value through profit or loss was
US$3,832,000 (2024: US$4,867,000), comprised of a realized gain of US$1,144,000 (2024: US$2,409,000) upon disposal
of certain financial assets during the year, and an unrealized fair value gain of US$2,688,000 (2024: US$2,458,000) on
financial assets / financial liabilities at fair value through profit or loss for the year. The aggregate interest income
and dividend income from financial assets was US$3,933,000 (2024: US$2,007,000).
Investment properties. As at 31 December 2025, the Group’s investment properties were stated at fair value of
US$19,535,000 (2024: US$20,873,000) and comprised of premises and car parks held under operating leases to earn
rentals or held for capital appreciation, or both. These premises and car parks are held under long term leases.
44
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
FINANCIAL REVIEW
(Continued)
Right-of-use assets and lease liabilities. As at the reporting date, the Group operated five long-term chartered-
in vessels, two of them were long-term time charters with remaining lease term for more than twelve months. In
accordance with IFRS 16 and HKFRS 16 Leases, the Group recognized the right-of-use assets which is calculated
with the present value of total minimum hire payment at the inception of the lease terms of the charterparties and
corresponding lease liabilities was also recognized in the consolidated statement of financial position upon their
deliveries of the vessels.
As at 31 December 2025, the carrying amounts of the right-of-use assets and the lease liabilities were US$32,773,000
(2024: US$30,022,000) and US$36,062,000 (2024: US$32,385,000) respectively.
In 2025, the Group took delivery of a long term chartered-in Capesize, with deadweight 207,672 metric tonnes, built in
year 2017, for a minimum term of thirty-three months.
During the year, the total cash outflow for the lease was US$42,833,000 (2024: US$39,232,000).
Loan receivables. As at reporting date, the Group’s total loan receivables amounted to US$12,077,000 (2024: US$1,577,000),
comprising US$10,500,000 (2024: nil) arising from receivables in respect of the disposal of two vessels and US$1,577,000
(2024: US$1,577,000) arising from Co-investment.
During the year, the Group entered into two agreements to dispose of two vessels, with the outstanding consideration
of US$6 million and US$5 million respectively, each to be settled over a three year period. To secure the purchasers’
performance and observance of and compliance with the covenants, the purchasers provided first priority ship
mortgage on each vessel in favour of the Group.
The loan receivables from Co-investment are unsecured, denominated in United States Dollars, and have no fixed
repayment terms.
At the reporting date, the loan receivables have been reviewed by management to assess impairment allowances
which are based on the evaluation of current creditworthiness, collection statistics, reference to market value of
vessels and the net asset value of the Co-investment and considered as not impaired. The carrying amount of the
loan receivables is considered to be a reasonable approximation of its fair value.
Trade and other payables. As at 31 December 2025, the Group’s trade and other payables was US$17,985,000
(2024: US$22,030,000), including trade payables of US$330,000 (2024: US$820,000), accrued charges of US$3,000,000
(2024: US$4,756,000) and other payables of US$14,655,000 (2024: US$16,454,000). Other payables mainly included
payables related to vessel running cost and ship operating expenses of US$10,850,000 (2024: US$11,526,000), hire
receipt in advance of US$1,340,000 (2024: US$2,733,000) from charterers, loan interest payables of US$83,000 (2024:
US$71,000) and accrued employee benefits payables of US$2,177,000 (2024: US$1,952,000).
JINHUI SHIPPING AND TRANSPORTATION LIMITED
45
ANNUAL REPORT 2025
Directors’ Report
FINANCIAL REVIEW
(Continued)
Liquidity, financial resources and capital structure. As at 31 December 2025, the Group maintained strong working
capital position and had cash and cash equivalents of US$53,508,000 (2024: US$23,005,000). Net cash generated from
operating activities after working capital changes was US$79,596,000 (2024: US$75,733,000), of which US$1,535,000
(2024: US$12,303,000) related to changes in working capital.
For the year 2025, the Group reported net cash used in investing activities amounted to US$31,239,000, compared
to US$85,409,000 in the corresponding year of 2024. This included a balance payment of US$38,396,000 for vessel
deliveries and capitalized drydocking expenditures, and installments payment of US$25,009,000 for vessels under
construction, scheduled for delivery between 2026 and 2028. The Group also realized proceeds of US$74,596,000 from
the disposal of eight Supramaxes during the year.
Net cash used in financing activities amounted to US$17,854,000 in 2025, compared to US$7,569,000 in 2024. During
the year, the Group had drawn new bank loans totaling US$15,000,000 (2024: US$65,338,000) upon the delivery of
vessels and repaid bank loans amounting to US$25,590,000 (2024: US$55,511,000). In addition, the Group obtained
other borrowings of US$28,328,000 (2024: nil) pursuant to sale and leaseback arrangements entered into for two
of its owned vessels. Repayment of these other borrowings during the year amounted to US$1,416,000 (2024: nil).
Furthermore, a repayment of US$31,156,000 (2024: US$17,426,000) on lease liabilities was incurred.
The Group’s total secured borrowings increased from US$97,994,000 as at 31 December 2024 to US$114,913,000 as at
31 December 2025, of which 9%, 62%, 17% and 12% are repayable respectively within one year, in the second year, in
the third to fifth year and after the fifth year. The increase in total secured borrowings was primarily due to the sale
and leaseback arrangements entered into for two of its owned vessels during the year. The secured borrowings were
denominated in Hong Kong Dollars and Renminbi (offshore). All secured borrowings were committed on floating rate
basis.
As at 31 December 2025, the total of the Group’s equity securities, bank balances and cash increased to
US$110,924,000 (2024: US$40,908,000).
The gearing ratio, as calculated on the basis of net debts (total interest-bearing debts net of equity and debt
securities, bank balances and cash) over total equity, was 1% (2024: 15%) as at 31 December 2025. With cash,
marketable equity and debt securities in hand as well as available credit facilities, the Group has sufficient financial
resources to satisfy its commitments and working capital requirements. As at 31 December 2025, the Group is able to
service its debt obligations, including principal and interest payments.
Cash flows. The Company’s consolidated statement of cash flows had been prepared in accordance with IAS 7 and
HKAS 7. It provided information that enables users to evaluate the changes in the Group’s inflows and outflows of
cash and cash equivalents during the year.
46
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
FINANCIAL REVIEW
(Continued)
The consolidated statement of cash flows was classified by operating, investing and financing activities and had
been prepared under the indirect method, whereby operating profit or loss was adjusted for the effects of non-cash
transactions, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or
expense associated with investing or financing cash flows.
Operating activities – Cash flows arising from operating activities are primarily derived from the principal revenue
producing activities of the Group. The Group’s net cash from operating activities for the year was US$79,596,000 (2024:
US$75,733,000). Net cash from operating activities was determined by adjusting non-cash items such as depreciation
and amortization, provisions and impairment losses; change in fair value of non-financial assets; changes in operating
assets and liabilities consist of inventories, receivables and payables, and financial assets / financial liabilities at fair
value through profit or loss; and all other items for which the cash effects were included in investing or financing
activities, such as net gain or loss on disposal of property, plant and equipment, dividend income and interest
income; and including interest expenses paid during the year.
Investing activities – Cash flows arising from investing activities are primarily derived from cash proceeds or cash
expenditures that result in a change in recognized assets in the consolidated statement of financial position which
are not included in cash and cash equivalents. The Group’s net cash used in investing activities for the year was
US$31,239,000 (2024: US$85,409,000). This mainly included a balance payment of US$38,396,000 for vessels deliveries
and capitalized drydocking expenditures, and installments payment of US$25,009,000 for vessels under construction,
scheduled for delivery between 2026 and 2028. The Group also realized proceeds of US$74,596,000 from the disposal
of eight Supramaxes during the year.
Financing activities – Cash flows arising from financing activities are primarily derived from cash proceeds or cash
expenditures that result in changes in equity and subordinated liabilities. The Group’s net cash used in financing
activities for the year was US$17,854,000 (2024: US$7,569,000). During the year, the Group had drawn new bank
loans totaling US$15,000,000 (2024: US$65,338,000) upon the delivery of vessels and repaid bank loans amounting to
US$25,590,000 (2024: US$55,511,000). In addition, the Group obtained other borrowings of US$28,328,000 (2024: nil)
pursuant to sale and leaseback arrangements entered into for two of its owned vessels. Repayment of these other
borrowings during the year amounted to US$1,416,000 (2024: nil). Furthermore, a repayment of US$31,156,000 (2024:
US$17,426,000) on lease liabilities was incurred.
Cash and cash equivalents – Cash and cash equivalents are 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. At the
reporting date, the Group’s cash and cash equivalents was US$53,508,000 (2024: US$23,005,000).
Pledge of assets. As at 31 December 2025, the Group’s property, plant and equipment with an aggregate net book
value of US$246,377,000 (2024: US$252,113,000), investment properties with an aggregate carrying amount of
US$16,329,000 (2024: US$17,301,000), financial assets at fair value through profit or loss of US$6,626,000 (2024:
US6,994,000) and deposits of US$71,000 (2024: US$329,000) placed with banks were pledged together with the
assignment of fourteen (2024: fifteen) subsidiaries’ income to secure credit facilities utilized by the Group. In addition,
shares of two (2024: nil) ship owning subsidiaries were pledged in respect of other borrowings.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
47
ANNUAL REPORT 2025
Directors’ Report
FINANCIAL REVIEW
(Continued)
Capital expenditures and commitments.
Capital expenditures
During the year, the Group reported capital expenditure of US$38,396,000, primarily for the balance payment on
vessel deliveries and capitalized drydocking costs. Additionally, US$25,009,000 was paid as installments for vessels
under construction, US$9,056,000 for leasehold land and buildings and US$150,000 was spent on other property,
plant and equipment.
For the year 2024, capital expenditure of US$95,095,000 was incurred, including US$94,698,000 on additions of motor
vessels and capitalized drydocking costs and US$397,000 on other property, plant and equipment.
Capital commitments
During the year, the Group entered into four shipbuilding contracts for the construction of four Ultramax
newbuildings, each at a consideration of US$33 million. The vessels are scheduled for delivery in 2028. As at the
reporting date, installments amounting to US$18,209,000 had been paid in respect of vessels under construction,
and the capital expenditure commitments contracted by the Group but not provided for, net of installment paid, was
approximately US$111,830,000.
For the year 2024, the Group entered into two shipbuilding contracts for the construction of two Ultramaxes, each at
a consideration of US$34 million, to be delivered in 2026 and 2027 respectively. As at the reporting date, installments
of US$6,800,000 for the vessels under construction were paid, and the capital expenditure commitments contracted
by the Group but not provided for, net of installments paid, was approximately US$61,200,000 (2024: US$68,000,000).
In 2018, the Group entered into the co-investment documents to co-invest in a property project in Tower A of
One Financial Street Center, Jing’an Central Business District, Shanghai, the PRC, pursuant to which the Group is
committed to acquire non-voting participating class A shares of Dual Bliss Limited of US$10,000,000. Dual Bliss
Limited is one of the investors of the Co-investment. As at the reporting date, the capital expenditure commitments
contracted by the Group but not provided for was US$372,000 (2024: US$372,000).
As at 31 December 2025, the total amount of capital expenditure commitments contracted by the Group but not
provided for, net of installment paid, was US$173,402,000.
As of 31 December 2024, the total amount of capital expenditure commitments contracted by the Group but not
provided for was US$117,080,000. In addition to the aforementioned commitments, the amount also included right-of-
use assets of approximately US$26,640,000 for the long term charter of a Capesize, which was delivered in January
2025, as well as a capital expenditure commitment of US$22,068,000 for the acquisition of an Ultramax, which was
acquired at the end of 2024 and delivered to the Group in January 2025
Save as disclosed above, there was no other significant capital expenditure commitments contracted by the Group
but not provided for as at the reporting date.
48
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
SIGNIFICANT LITIGATION UPDATE
Galsworthy Limited (“Galsworthy”), a wholly owned subsidiary of the Company, was the disponent owner of the
vessel “CANTON TRADER” which was later renamed “JIN KANG”. On 17 June 2008, Galsworthy entered into a
time charter with Parakou Shipping Pte Limited (“Parakou Shipping”) for a period of approximately five years, with
delivery not due until March 2009. On or about 13 March 2009, Parakou Shipping wrongfully refused to take delivery
of the vessel and Galsworthy accepted their conduct as a repudiation of the charter, bringing it to an end.
The dispute was the subject of various proceedings, but principally in London arbitration. By Arbitration Awards
dated 31 August 2010 and 13 May 2011, the London arbitrators upheld Galsworthy’s claims and awarded damages of
approximately US$41.25 million plus interest and costs.
Parakou Shipping went into liquidation in 2011. Galsworthy has submitted a proof of debt in the liquidation in respect
of its claim under the arbitration awards. Galsworthy has also been trying inter alia to enforce the arbitration awards
against Parakou Shipping and its former directors and obtain compensation for its substantial losses. The outstanding
amount is in excess of US$60 million.
In one action Galsworthy has been funding Singapore proceedings commenced by the liquidator of Parakou Shipping
against four of Parakou Shipping’s former directors and related corporate entities (the “Defendants”), seeking to claw
back assets into Parakou Shipping for distribution amongst the creditors. Judgment was obtained in February 2017
in a sum of SGD17 million against the Defendants, but the Defendants have now appealed the same. The Liquidator
cross appealed to increase the judgment amount.
On 17 January 2018, the Singapore Court of Appeal substantially dismissed the Defendants’ appeal and found in the
Liquidator’s favour. Amongst other things, the Singapore Court of Appeal upheld the Liquidator’s argument that the
London arbitration, and a litigation subsequently filed in the Hong Kong courts seeking indemnity against any liability
in the arbitration, were commenced and pursued by the directors in breach of their fiduciary duties. The Court
considered that evidence had been disregarded which showed that the directors’ key concern was to avoid a statutory
clawback period. The Court also agreed that certain asset sales that had taken place in late 2008 were done while
Parakou Shipping was insolvent and were not part of a restructuring, as claimed by the former directors of Parakou
Shipping. The Court found that a company resolution advanced as evidence of a restructuring plan by the Defendants
was in fact an “an afterthought” produced later than its date under “suspicious circumstances”. The Liquidator is
entitled to seek either damages or an account of profits arising from the relevant breaches.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
49
ANNUAL REPORT 2025
Directors’ Report
SIGNIFICANT LITIGATION UPDATE
(Continued)
Legal actions also took place in South Africa over the arrest of the vessel “PRETTY SCENE”, as well as in Hong
Kong against three of the former directors of Parakou Shipping for unlawful means conspiracy. An injunction order,
freezing assets belonging to the directors of Parakou Shipping, was obtained.
This multi jurisdiction legal saga dragged on for an extensive period of time. In April 2024, Galsworthy and Parakou
Shipping had reached agreement to settle the Hong Kong legal action for a settlement income of US$3.5 million,
paving the way to bring the global actions to an end.
The termination of the Hong Kong legal action allowed Galsworthy to formally bring the ongoing legal dispute to an
end and effect the application to the Singapore High Court for the receival of the settlement sum of the Singapore
January 2018 judgment. In January 2025, Galsworthy received a sum of SGD27.6 million, a total of approximately
US$20.2 million, which was recorded as other operating income in 2025.
PROPERTY, PLANT AND EQUIPMENT
Details of movements in property, plant and equipment of the Group during the year are set out in note 18 to the
consolidated financial statements.
SUBSIDIARIES
Details of the Company’s principal subsidiaries are set out in note 43 to the consolidated financial statements.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
There was no purchase, sale or redemption of the Company’s listed securities by the Company or any of its
subsidiaries during the year.
RELATED PARTY TRANSACTIONS
Details of the Group’s related party transactions are set out in note 38 to the consolidated financial statements.
50
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
EVENTS AFTER THE REPORTING DATE
In December 2025, the Group entered into an agreement for the disposal of a Supramax of deadweight 56,361 metric
tonnes, built in year 2012, at a consideration of US$14,400,000. For financial reporting purposes, the vessel was
reclassified to “Assets held for sale” in accordance with IFRS 5 and HKFRS 5 “Non-current Assets Held for Sale and
Discontinued Operations” at the reporting date. The agreement was subsequently cancelled in January 2026 as one
of the contractual clauses could not be fulfilled.
In February 2026, the Group entered into two shipbuilding contracts for the construction of two Ultramax
newbuildings, each with a deadweight of 64,100 metric tonnes, at a consideration of US$34 million per vessel,
scheduled for delivery in May 2029 and July 2029 respectively.
In March 2026, the Group entered into an agreement for the disposal of a vessel of deadweight 63,485 metric tonnes,
built in year 2014, at a consideration of US$23,455,000. The vessel will be delivered to the purchaser on or before
15 July 2026.
Save as disclosed above, there was no other significant event occurred after the reporting date and up to the date of
this report.
GOING CONCERN
We confirm that the consolidated financial statements have been prepared under the assumption of going concern.
This assumption is based on sound financial positions backed by cash generated from operation before changes
in working capital, cash and marketable equity and debt securities, existing and available credit facilities and the
Group’s long term strategic and income forecasts. There exists good basis for the continued operations of the Group.
AUDITOR
The consolidated financial statements for the year ended 31 December 2025 had been audited by Grant Thornton
Hong Kong Limited. A resolution for the re-appointment of Grant Thornton Hong Kong Limited as the Company’s
auditor for the ensuing year will be proposed at the forthcoming annual general meeting.
EMPLOYEES
The employees are the Group’s most important resource and are crucial to the Group’s success in achieving its
targets for long term value creation. The Group provides various resources for staff training and development.
The Group remunerates its employees, including the Executive Directors, in accordance with their performances,
experiences and prevailing market practices and provides them with usual fringe benefits including medical insurance
and contributions to provident funds. As far as the Group is aware, it complies with all relevant applicable regulations
concerning employment, social benefits and labour safety.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
51
ANNUAL REPORT 2025
Directors’ Report
EMPLOYEES
(Continued)
The Group pursues a policy of gender equality. Workload and working hours depend on positions while promotion
and recruitment depend on performance and experience. At 31 December 2025, the Group had 68 (2024: 74)
full-time employees, of whom 34 (2024: 41) were male and 34 (2024: 33) were female. As at 31 December 2025, the
Board consists of six members, of whom five members are male and one member is female.
Employment and labour standards. To promote a high-quality and diverse workforce, the Group provided equal
opportunities to its employees in respect of recruitment, training and development, job advancement, and
remuneration and benefits. The Group’s staff handbook is designed to communicate important laws and work ethics
surrounding employment, handling price-sensitive information, benefits and welfare, training and development,
occupational health and safety, and code of conduct guidelines. It is an essential tool in helping to define the
expectations of both the management and the employees, and to protect employees from unfair or inconsistent
treatment and discrimination at work.
Procedures regarding recruitment, promotion and salary review are carefully reviewed with due consideration to
avoid gender discrimination. The Group aims to ensure equal opportunities and rights in workplace. In addition to
basic salary, the Group offers various performance bonus, employee allowances, overtime payment to compensate
and reward performing employees. The Group maintains a good relationship with its employees and seafarers and
has not experienced any disruption of its operation as a result of industrial disputes.
The Group does not tolerate any use of child or forced labour. During recruitment, human resources department
will verify the personal information of candidates according to the requirements of the Company’s policies and
procedures and check their identity cards to verify their age in order to avoid child labour. Prior to commencement
of employment, employees are provided with key information, such as job duties and working hours of the position
concerned, and the employment conditions are in line with the terms in the employment contract to prevent any
forced labour. Furthermore, our employees undergoing unfair treatment can report through our whistleblowing
policy.
We provide fringe benefits and welfare to our people including but not limited to medical and life insurance, pension
schemes, paid leave for various purposes, travel or meals for business-related work, and other benefits to improve
employees’ well-being.
All employment of the Group is complied with particular local labour legislations and there was no reported incident
of non-compliance or grievances in relation to human rights or labour practices standards and regulations that would
have a material or significant impact on the Group during the reporting period.
52
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
RESEARCH AND DEVELOPMENT
Given the nature of the Group’s principal activities being ship chartering and ship owning which are carried out
internationally, the Group had no research expenditure or development costs being expensed or capitalized during
the year.
WORKING ENVIRONMENT
In order to attract and retain the best people for the sustainable growth of the Company, we place emphasis on a
healthy and safe workplace on board in our vessels and ashore at our office and support all kinds of community
activities that contribute to our community.
We put safety as our top priority in business operation. Accident preventions and efforts for improvement in working
environment are given high priority in the business management, conventions and all parts of operations. We strive
to comply with applicable safety and environmental laws and regulations to which seafarers of all ranks must be
trained and certificated in order to be able to carry out their respective duties on board in our vessels. We ensure all
seafarers on board are trained and certificated in accordance with STCW Convention.
Health and safety. In order to foster the environmentally friendly practices in our vessels, we follow an internal safety
management manual, which defines our objectives and commitments in complying with all applicable national and
international rules and regulations, code and guidelines and standards recommended by IMO, flag states and other
maritime industry organizations. These codes and guidelines and standards, together with our safety manual have
been kept ashore and on our fleet and strictly followed by our team.
For the purpose to attract and retain the best people for the sustainable growth of the Company, we place emphasis
on a healthy and safe workplace on board in our vessels and ashore at our office. The Group is committed to
preventing any work-related injury to its employees, and has complied with relevant laws and regulations to provide
a safe working environment and protecting employees from occupational hazards. During the years 2025 and 2024,
there were no work-related fatalities.
During the year, absence due to sickness was 2.2% (2024: 1.4%) of the total hours worked by employees. Work-
related injuries or accidents was 1.4% (2024: 0.8%) of employees of the Group. During the year, the Group was not
aware of any non-compliance to health and safety related rules and regulations.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
53
ANNUAL REPORT 2025
Directors’ Report
WORKING ENVIRONMENT
(Continued)
Development and training. The Group recognizes the importance of skilled and professionally trained employees
to its business growth and future success. Hence, it is firmly believed that it is necessary to improve employees’
professional standards continuously through training. We encourage and support all employees taking training
courses and workshops that are relevant to job duties to enrich their knowledge and perspective in discharging their
duties.
Management and senior staff had access to a variety of training activities, including attending seminars, workshops
and conferences and receiving regulatory updates relevant to their business and duties, anti-corruption practices
as well as their directors’ duties and responsibilities when acting as directors. They received sufficient internal and
external training to better equip themselves to fulfil their roles in supporting the Group.
We ensure all seafarers on board are trained and certificated in accordance with STCW Convention. Our owned
vessels are also subject to the laws, regulations and rules of each country and port they visit. We have developed
policies and procedures intended to ensure our compliance with these laws, regulations and rules. In order to reduce
the number of incidents that may happen or minimize the level of accidents on vessels, we arrange emergency drills
for seafarers to deal with unexpected situations. We also hold emergency personnel training. Anti-piracy drills are
also performed periodically for our seafarers for the proper procedures when there is a pirate attack.
EXTERNAL ENVIRONMENT ISSUES
The Board has overall responsibility for the long term sustainability and environmental, social and governance
strategies which support growth and enhance value for the business and its stakeholders, as well as contribution to
the environment and the community growing.
We are committed to operate our business in an environmentally and socially responsible manner. When setting the
standards, we consider the needs and requirements of the business, our stakeholders and relevant guidelines. We
discuss and review the risks and opportunities, performance, progress, goals and targets regularly to monitor our
environmental, social and governance performance, related issues and potential risks.
The Group’s businesses and functional departments also help to formulate relevant strategies in their respective
areas and monitor the effectiveness of the implementation in accordance with the sustainable development strategies
and objectives suggested by the Board. Reviews are also arranged regularly to evaluate the effectiveness of current
policies and procedures and develop appropriate solutions to improve the overall performance of environmental,
social and governance policies.
The possible environment impact may include air pollutants emissions, ballast water discharges and oil pollution
in environmental disasters. By maintaining operational safety and providing quality training of our seafarers in
compliance with applicable environmental laws and regulations, we believe that the operation of our vessels is in
substantial compliance with applicable environmental laws and regulations. To achieve this, we strive to comply
with all applicable rules and regulations with our best efforts in shipping operation as well as in our daily working
environment to minimize any adverse impact to the environment.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
CO
2
and GHG emissions
Target 70% Reduction On Carbon Intensity Emission
Target 50% Reduction On GHG Emission
Both By 2050 Compared 2008
The International Maritime Organization (“IMO”) adopted an Initial Strategy on the reduction of emissions, both CO
2
emission and GHG emission from ships. The strategy represents a framework for the industry, setting out a vision for
international shipping, the levels of ambitions to reduce emissions and guiding principles.
IMO adopted a revised 2023 IMO GHG Strategy on reducing emissions, identifying levels of ambitions for the sector
including the reduction of CO
2
emissions per transport work, as an average across the industry, by at least 40% by
2030, compared to 2008. The 2023 IMO GHG Strategy also includes a new level of ambition relating to the uptake
of zero or near-zero GHG emission technologies, fuels or energy sources which represent at least 5% to 10% of the
energy used by international shipping by 2030. The strategy also identifies the reduction of the total annual GHG
emissions from international shipping by at least 20% to 30% by 2030, and by at least 70% to 80% by 2040, compared
to 2008.
We support the IMO’s targets as our short term and long term targets of decarbonization.
Starting from 2024, the European Union’s (“EU”) Emissions Trading System (“ETS”) extended to cover CO
2
emissions
from maritime transport entering EU ports. Shipping companies have to purchase and use EU ETS emission
allowances for each tonne of reported CO
2
emissions. We believe ETS inclusion of maritime transport will drive a
faster reduction of emissions among the industry. The Group will strive as much as possible to reduce emissions to
enjoy the lowest carbon price.
Acting as a participant in the marine market, the Group always concerns the issue of increasing GHG and
consumption of fossil fuels. The Group continues to implement its fleet renewal strategy, with a focus on enhancing
operational efficiency and reducing environmental impact. Older vessels are being replaced with modern, fuel-
efficient ships that align with global sustainability objectives. This proactive approach not only strengthens fleet
performance but also underscores our commitment to environmentally responsible shipping. As at 31 December
2025, the Group had eighteen owned vessels. We ensure our owned fleet be equipped with proven green and energy
efficient equipment and technologies to minimize the emission of toxic pollutants.
Energy efficiency operational indicator (“EEOI”)
Target Minimum 2% Reduction On EEOI
Compared With Previous Year
2025: the average EEOI of the fleet is about 7.52 grammes CO
2
/ MT.Mile
2024: the average EEOI of the fleet is about 9.48 grammes CO
2
/ MT.Mile
Our fleet’s carbon intensity, EEOI of 2025 decreased by about 1.96 grammes from the EEOI of 2024, representing a
decrease of 20.7% as compared to 2024. The decrease was mainly due to fewer ballast voyages and longer laden
voyages arranged in 2025 as compared to the year 2024, along with improved efficiency in maximizing load capacity
for each voyage.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
Energy efficiency operational indicator (“EEOI”)
(Continued)
Sulphur oxides (SOx) and nitrogen oxides (NOx) are air pollutants produced when vessel engines burn fossil fuel.
SOx comes mainly from sulfur in the fuel and can lead to acid rain and contribute to tiny airborne particles that harm
people’s lungs. To limit SOx, international rules cap sulphur in marine fuel — broadly at 0.50% and as low as 0.10%
in Emission Control Areas. NOx emissions are controlled by engine standards that depend on when a vessel was built
and where it operates. Newer vessels must meet stricter NOx limits, especially when sailing in special NOx control
areas; vessels engines can meet these limits using technologies such as selective catalytic reduction or exhaust
gas recirculation. Our company ensures compliance by sourcing compliant fuel, maintaining appropriate engine
certifications and technical files, and following established operation and maintenance practices. These measures
protect the environment and public health while supporting safe, regulatory-compliant operations across our fleet.
The fuel oil consumption and the corresponding CO
2
emission, calculated under IMO’s standard, of the fleet are as
follows:
Fuel oil consumption:
2025: Fuel oil consumption – 111,892 metric tonnes
2024: Fuel oil consumption – 117,068 metric tonnes
Corresponding CO
2
emission:
2025: CO
2
emission – 348,810 metric tonnes
2024: CO
2
emission – 364,884 metric tonnes
ACHIEVE DECARBONIZATION
In order to meet the short term and long term target of decarbonization, a mix of design, technical, operational
measures and innovative measures are through below (i) to (v):
(i) Calculation and verification energy efficiency existing ship index (“EEXI”)
(ii) Compliance of energy efficiency design index for newbuilding ship energy efficiency (“EEDI”)
Target All Vessels Comply EEXI
Target New Join Vessels Comply EEDI
We have implemented the Engine Power Limitation for those vessels which have not met the EEXI requirement. We
believe that it is the first step and the fastest way to lower the emissions. We try to make our vessels more efficient
by reducing the amount of energy needed to propel them through the water. Propeller boss cap fins and propeller
duct have been installed on our vessels. We also switch to using silicon anti-fouling paints and deploying de-rated
main engines to our vessels in order to maintain the speeds of our vessels but with less fuel consumption.
Implementing operational performance techniques brings significant advantages to our fleet by combining tiny
improvements. Propeller polishing and hull cleaning are scheduled periodically for our vessels for a smoother
propel in the water. We optimize our fleet engine by implementing weather routing, optimization of ballast and trim,
optimized voyage planning, usage of fuel oil additives, and optimum settings of fuel oil purifiers. We believe small
improvements can add up to substantial fuel savings.
Four newbuildings with modern eco-design and complied EEDI were ordered in 2025, which to be delivered in 2028.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
(iii) Carbon intensity indicator (“CII”)
Target Rated C Or Above For All Vessels
CII gives vessels an annual rating on scale of A to E, with A being the least carbon intensive. The rating measures
how efficiently a vessel transports goods and is given in grams of CO
2
emitted per cargo-carrying capacity and
nautical mile. A vessel rated D for three consecutive years, or rated E for a particular year, will need to develop a
work plan of corrective actions.
It became mandatory for all vessels to calculate their CII rating to measure the annual operational emissions in
2023. Our fleet has joined the Data Collection and Reporting System since 2019 which enables data to be analyzed
and verified by RINA Services S.p.A. (“RINA”). The official evaluation results of our fleet were yet to be released,
however, under our estimation, a number of our vessels will be getting rated D or below on CII. These vessels have
been put through a series of planned works as mentioned to improve the CII rating. We have consistently delivered
additional features to support CII monitoring, aiming to achieve a rating of C or above for all of our vessels on CII.
(iv)
Ship energy efficiency management plan (“SEEMP”)
The vessels’ SEEMP plans are approved by RINA and certified in compliance with IMO Resolutions.
CO
2
emission reduction – since February 2013, the Group has adopted the SEEMP, a plan that individual vessel can
follow and improve each vessel’s energy efficiency and reduction in fuel consumption through a series of procedures
and efforts.
Our vessels adopted IMO Data Collection System on fuel consumption to allow us monitor and improve fuel
efficiency and mitigate emissions. The Group implemented of initial SEEMP in 2013, adopted SEEMP Part II in 2021
and SEEMP Part III in 2022. SEEMP Part III also complies with the latest requirement to provide information for
assessing the operation of the CII of the vessels. SEEMP Part II and III have also been updated in 2025 according to
IMO requirements. For SEEMP Part II, the data collection requirements have been refined. For SEEMP Part III, the long
term decarbonization targets have been established.
(v) For newbuilding projects, we may choose the most energy efficient design and will include the possibility of
using dual fuel engines.
SEEMP improves each vessel’s energy efficiency through a series of procedures and efforts. We take below steps:
(1) Planning
(2) Implementation
(3) Monitoring
(4)
Self-evaluation and Improvement
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
Low sulphur oil
Since 2020 our vessels have operated on heavy fuel oil with a maximum sulphur content of 0.50% in line with the
IMO 2020 Sulphur Cap. In designated regional emission control areas, including China Emission Control Areas,
we switch to ultra-low sulphur fuel oil with a maximum sulphur content of 0.10% to meet local requirements and
minimize harmful emissions while optimizing fuel use.
Fuel oil consumption:
2025: 0.5% low sulphur content heavy fuel oil consumption – 108,112 metric tonnes
2024: 0.5% low sulphur content heavy fuel oil consumption – 114,125 metric tonnes
2025: 0.1% ultra-low sulphur content fuel oil consumption – 3,780 metric tonnes
2024: 0.1% ultra-low sulphur content fuel oil consumption – 2,943 metric tonnes
Hazardous and non-hazardous waste produced
Target Zero Hazardous & Non-Hazardous Waste Discharge
Waste from our vessels mainly included garbage and food waste which are trivial and not hazardous. These wastes
are disposed of by incineration, shore collection and other means according to The International Convention for the
Prevention of Pollution from ships (“MARPOL”) Annex V and local requirements.
We were committed to operate our vessels in compliance with MARPOL regulations pertaining to hazardous
ozone depleting substances; and there was no material marine waste discharge or environment pollution incidents
happened in 2025 and 2024.
Garbage and waste management plan
The Group implements garbage and waste management plan for all vessels. All vessels are equipped with colored
recycle bins for garbage sorting. It is aimed to dispose garbage and waste in a diversified way ashore. The purpose
is not only to reduce the level of waste but also have economic benefits to the Group. The less garbage disposed; the
less wastage charged by each local port when the ship reaches that port when discharge.
Energy consumption
Target Minimum 2% Reduction on Energy Consumption
Compared With Previous Year
The Group’s main energy consumption comes from direct energy consumption of fuel used by owned vessels and
indirect energy consumption from purchased electricity.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
Energy consumption
(Continued)
The performance of energy consumption by the Group is as follows:
Indicator 2025
MWh
Direct energy consumption 105,613.92
Indirect energy consumption 121.80
Total energy consumption 105,735.72
Average energy consumption per operating day 12.10
Water consumption
Target <3 metric tonnes Per Vessel Per Day by 2030
Fresh water consumption represents the water consumed onboard, mainly for the use of boiler, machinery cooling
and deck and hold cleaning is produced from the vessel’s own desalination plants on board and running on waste
heat of engines. This reduces the need to source fresh water from ashore and the consumption of natural water.
Potable water is consumed for drinking, cooking and other domestic purposes.
Water consumption remained approximately 6 metric tonnes per vessel per day in both 2025 and 2024.
2025: Total fresh water consumption – 52,560 metric tonnes
2024: Total fresh water consumption – 54,750 metric tonnes
In order to reduce the use of water resources, we keep good maintenance on boilers and other equipment that use
fresh water and also ensure that there is no leakage of water. Water log has been used for recording the usage
of daily fresh water and locating leakage when abnormal consumption was found. On the other hand, we also
educate seafarers to use water in a frugal way. We encourage seafarers to efficiently use washing machines. We use
appliances, shower heads and equipment that conserve water. In the future, vacuum toilet systems will be considered
when planning to acquire the newbuild vessels. The group has not encountered any issues in sourcing water that is
fit for purpose.
Ballast water management
Target All Vessels Installed BWTS
Target Zero Failure In The Ballast Water Record Book
Ballast water is essential for safe and efficient modern shipping operations, but it may pose serious ecological,
economic and health problems due to the multitude of marine species carried in ships’ ballast water. These include
bacteria, microbes, small invertebrates, eggs, cysts and larvae of various species. The transferred species may survive
to establish a reproductive population in the host environment, becoming invasive, out-competing native species and
multiplying into pest proportions.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
Ballast water management
(Continued)
Investment project that installing the Ballast Water Treatment System (“BWTS”) in our fleet completed in 2024. We
implemented ballast water management with clearly stated instructions for dealing with ballast water in different
situations and ensure the ballast water management plans are carried out to the standards set out by IMO. We
prohibit unnecessary discharge of ballast water. Vessels need to replace the ballast water at least 50 nautical miles
from the nearest shore and at least 200 meters deep when facing abnormal or special situations. Ballast Water
Record Book must be kept on each vessel to record the discharge. In 2025, we have met the target of zero failure in
the Ballast Water Record Book.
Climate change
The Group understands climate change affects our business and operations; hence it is crucial for the Group to react
to prevent the risks associated with the climate change.
To enable a comprehensive review of the climate risks and opportunities, the Group conducted a climate risk
assessment and scenario analysis and combine them with our business development. The climate-related risks that
are likely to have corresponding business and financial impacts on the Group are discussed as below.
Physical risks
Acute risk – medium to long term The increased frequency and severity of extreme weather such as typhoons,
floods, sea level rise and tropical cyclones can disrupt the Group’s operations by damaging the fleet, ports and
communication infrastructures, causing power failure and injuring employees during their work, leading to reduced
capacity and decrease in productivity, or expose the Group to risks associated with non-performance and delayed
performance. These risks affect the operational ability of the organization resulting in reputational damage, direct loss
of revenue and increase operating cost.
Transition risks
Laws and regulation risk – short to medium term
The Group anticipates that there will be more stringent climate
legislations and regulations to support the global vision of carbon neutrality. From a listed company’s perspective,
the Group acknowledges the increasing requirements of climate-related information disclosures.
The Group commits to environmental protection and strives to comply with disclosure requirements, however, this
may increase the risk of higher operating costs and maintenance costs.
Market
and reputational risk – short to medium term
The
shipping market is constantly changing, and the
increasing attention by the public towards environmental protection led to the change in customer behavior and
preference. This change in market pattern led to a change in the demand of the shipping industry – increased
demand for green transportation represents an increase in demand for low-sulphur oil with constant performance
thus resulting a higher running cost.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
We continue to assess the climate change phenomena and consider that there is no material and immediate threat
to our operating business in short term. In medium and long term, we will monitor main climate change hazards,
extreme weathers at seas, weather-related disruption to port and cargo loading activities across the global seaborne
hubs and route. With flexible chartering policy and experienced captains and seafarers, we will swiftly respond to
the climate change challenge by operating our vessels in geographical regions that are safe and practical. We will
also reinvest, equip and modify our fleet to enable maximum environmental performance and compliance to climate
change and maritime regulations.
In response to policy and legal risk as well as market and reputational risk, the Group will closely monitor any change
in environmental regulations and policies, and respond in a timely manner.
Supply chain management
The Group realizes the importance of the role of suppliers to our operations and prosperity. We pay great attention
to the supplier relationship, particularly actively and regularly listening to them in order to improve, innovate and co-
construct.
Standard procedures were developed for purchase management and vendor management by the Group. The
procedures define the responsibilities and activities of procurement to ensure that goods and services are purchased
from suppliers of approved reputation and capability, regulate the process for evaluation, selection and monitoring of
suppliers under certain criteria and control the purchase and verification.
We believe our selection of suppliers affects the performance of the Group. We carefully choose our suppliers that
align with our requirements, thus enabling us to maintain our quality. We assess potential suppliers carefully before
confirming any engagement. The procedures give guidelines for selecting suppliers according to their ability to
provide quality goods and services, their conformity to all relevant legislation and their ability to deliver on time
and at the right price. The Group sets up guidelines on the assessment to ensure the suppliers are committed to
the environment, social and human rights and good ethical practices, including those dealing with human rights,
environmental protection, sustainable development, corruption and child protection.
Identified potential suppliers will be included in an approved suppliers list which is maintained within the Group’s
purchasing system. Key suppliers are monitored based on historical and current performance and records are
updated accordingly.
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EXTERNAL ENVIRONMENT ISSUES
(Continued)
Supply chain management
(Continued)
For the year ended 31 December 2025, number of suppliers by geographical region as below:
Geographical region Number of suppliers
Africa 16
Asia excluding China 90
China 212
Europe 36
North America 19
South America 5
Total 378
DIRECTORS
The Directors who held office of the Company during the year and up to the date of this report were:
Executive Directors:
Mr. Ng Siu Fai
Mr. Ng Kam Wah Thomas
Mr. Ng Ki Hung Frankie
Ms. Ho Suk Lin Cathy
Non-executive Directors:
Mr. Tsui Che Yin Frank
Mr. William Yau
In accordance with the Company’s Bye-Laws, Ms. Ho Suk Lin Cathy will retire from office at the forthcoming annual
general meeting and, being eligible, will offer herself for re-election.
Brief biographical details of the Directors and executive personnel are set out in “Board of Directors and Executive
Personnel” on pages 33 and 34.
DIRECTORS’ SERVICE CONTRACTS
None of the directors who are proposed for re-election at the forthcoming annual general meeting has a service
contract with the Company which is not determinable within one year without payment of compensation, other than
statutory compensation.
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DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS
No transaction, arrangement or contract of significance to which the Company, or any of the Company’s holding
company, subsidiaries or fellow subsidiaries was a party and in which a director of the Company or a connected
entity of the director of the Company had a material interest, whether directly or indirectly, subsisted at the end of
the year or at any time during the year.
DIRECTORS’ INTERESTS IN SHARES AND RIGHTS TO ACQUIRE SHARES
(i) As at 31 December 2025, directors’ interests in shares of the Company were as follows:
Number of shares in the Company
held and capacity
Name
Beneficial
owner
Interest of
spouse
Interest in
corporation Total
Ng Siu Fai 4,141,830 1,252,990 409,099
Note 1
5,803,919
Ng Kam Wah Thomas 864,900 – 260,000
Note 2
1,124,900
Notes:
1. Mr. Ng Siu Fai is deemed to be interested in 409,099 shares of the Company through his 51% interests in Fairline
Consultants Limited.
In
addition, Mr. Ng Chi Lam Michael, another beneficial owner of 49% interests in Fairline Consultants Limited,
being a close associate of Mr. Ng Siu Fai, is also the beneficial owner of 1,752,380 shares of the Company as at
31 December 2025.
2. Mr. Ng Kam Wah Thomas is deemed to be interested in 260,000 shares of the Company through his wholly owned
company, Timberfield Limited.
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DIRECTORS’ INTERESTS IN SHARES AND RIGHTS TO ACQUIRE SHARES
(Continued)
(ii) Directors’ interests in shares of Jinhui Holdings
Jinhui Holdings, the controlling shareholder of the Company, held 60,841,240 shares of the Company
representing approximately 55.69% of the Company’s issued shares as at 31 December 2025.
Number of shares in Jinhui Holdings
held and capacity
Name
Beneficial
owner
Interest of
spouse
Interest in
corporation Total
Ng Siu Fai 25,203,000 15,140,000 205,325,568
Note 1
245,668,568
Ng Kam Wah Thomas 5,909,000 – 136,883,712
Note 2
142,792,712
Ng Ki Hung Frankie 3,000,000 – – 3,000,000
Ho Suk Lin Cathy 3,850,000 – – 3,850,000
Tsui Che Yin Frank 1,000,000 – – 1,000,000
William Yau 441,000 – – 441,000
Notes:
1. Mr. Ng Siu Fai is deemed to be interested in 205,325,568 shares of Jinhui Holdings held by his 51% owned company,
Fairline Consultants Limited. Mr. Ng Siu Fai is the director of Fairline Consultants Limited.
2.
Mr.
Ng Kam Wah Thomas is deemed to be interested in 136,883,712 shares of Jinhui Holdings held by his wholly
owned company, Timberfield Limited. Mr. Ng Kam Wah Thomas is the director of Timberfield Limited.
3. The number of issued shares of Jinhui Holdings as at 31 December 2025 was 530,289,480 shares.
Save as disclosed herein, none of the Directors or their associates had any interest either beneficially or
non-beneficially in any shares of the Company, its holding company or any of its subsidiaries and associated
corporations at the reporting date.
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CORPORATE GOVERNANCE
Jinhui Shipping recognizes the importance of good corporate governance to the Company’s value creation. The
corporate governance report of 2025 was set out in “Corporate Governance Report” on pages 13 to 32, which
covered every section of Norwegian Code of Practice with the description of our conformance throughout the year
and provided explanation of the reasons for the deviations. It also included the required report contents as set out in
Section 3-3b of the Norwegian Accounting Act.
Restrictions in the Bye-Laws of the Company that may limit the rights to freely trade the shares. Jinhui Shipping’s
shares are freely traded in the Oslo Stock Exchange (Euronext Oslo Børs). The Company’s shares are registered
shares with its shareholders register located at Bermuda. Shareholders of the Company may transfer their shares
by an instrument of transfer in the usual common form or in such form as decided by the Board. In general, all
shares are freely negotiable. However, the Board may deny the transfer of shares according to the Bye-Law 11 of
the Company. The Board has the option to decline to register the transfer of any share if the registration of such
transfer would be likely to result in 50% or more of the aggregate issued share capital and the votes of the Company
being held or owned directly or indirectly by a person or persons resident for tax purposes in Norway. This type of
restriction is common for Bermuda and other low-tax jurisdiction companies listed on the Oslo Stock Exchange (Euronext
Oslo Børs).
RISK MANAGEMENT
The Group is principally exposed to various risks and uses appropriate measures to manage risks related to its
business and operations.
Business and operational risks. The Group is exposed to the business and operational risks to the extent that certain
changes may have a negative effect on the Group’s cash flows and operations. These changes include the fluctuations
in charter rates of the shipping market; the changes in demand and supply in the dry bulk market; the drop in vessel
values which results in impairment loss of the Group’s assets; the changes in operating expenses including bunker
prices, crewing costs, drydocking and insurance costs; and the maintenance expenses which include costs of spare
parts. The dry bulk market is highly volatile and market freight rates may fluctuate significantly within a short period
of time. We will continue to adopt a flexible chartering policy and manage different business risk exposures by
diversification of counterparties, sourcing reliable charterers from a wider range of ship brokers, and maintaining a
good balance of geographical positioning of our fleet.
The Group operates a balanced and diversified fleet of dry bulk carriers, comprising Capesize, Panamax, Ultramax
and Supramax bulk carriers. To stay competitive in the market, the Group focused on enhancing the quality of our
fleet and adjusting our fleet profile, in particularly in terms of seeking to lower the overall age profile of our fleet.
During the year, the Group entered into agreements to acquire and disposal of vessels with a view to maintaining
high financial flexibility and also maximize operational competitiveness at a lower level of capital investment.
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RISK MANAGEMENT
(Continued)
During the year 2025, the Group entered into nine agreements for the disposal of Supramaxes and four shipbuilding
contracts for the acquisition of Ultramaxes.
Disposal of vessels
• In March 2025, a Supramax built in 2007 with a deadweight of 53,350 metric tonnes was sold for US$8,260,000.
The vessel was delivered to the purchaser in May 2025.
• In May 2025, a Supramax built in 2008 with a deadweight of 56,952 metric tonnes was sold for US$10,225,000.
The vessel was delivered to the purchaser in July 2025.
•
In July 2025, two Supramaxes, each built in 2009, were disposed of. The first, with a deadweight of 56,927
metric tonnes, was sold for US$10,800,000. The second, with a deadweight of 56,913 metric tonnes, was sold
for US$11,000,000. Both vessels were delivered in July 2025.
• In
August 2025, a Supramax built in 2009 with a deadweight of 56,887 metric tonnes was sold for
US$10,500,000. Delivery to the purchaser took place in December 2025.
•
In
September 2025, a Supramax built in 2008 with a deadweight of 58,729 metric tonnes was sold for
US$11,930,000, with delivery completed in the same month.
•
In
October 2025, a Supramax built in 2012 with a deadweight of 56,469 metric tonnes was sold for
US$13,200,000. Delivery to the purchaser took place in November 2025.
•
In
November 2025, a Supramax built in 2008 with a deadweight of 56,968 metric tonnes was sold for
US$10,300,000, with delivery completed in December 2025.
•
In December 2025, the Group entered into an agreement for the disposal of a Supramax of deadweight 56,361
metric
tonnes, built in year 2012, at a consideration of US$14,400,000. The agreement was subsequently
cancelled in January 2026 as one of the contractual clauses could not be fulfilled.
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RISK MANAGEMENT
(Continued)
Shipbuilding contracts
• During the year 2025, the Group entered into four shipbuilding contracts for the construction of four Ultramax
newbuildings, each with a deadweight capacity of 64,500 metric tonnes, at a consideration of US$33 million
per vessel. The vessels are scheduled for delivery in 2028.
• Subsequent to reporting date, in February 2026, the Group entered into two shipbuilding contracts for
the construction of two Ultramax newbuildings, each with a deadweight of 64,100 metric tonnes, at a
consideration of US$34 million per vessel, scheduled for delivery in May 2029 and July 2029 respectively.
As at date of this annual report, the Group had eight committed Ultramax newbuildings, comprising six as mentioned
above and the two contracted in 2024, at a consideration of US$34 million each, scheduled for delivery in 2026 and
2027.
The acquisition of above eight newbuildings is consistent with the Group’s ongoing strategy to renew the fleet with
modern, larger and high-quality vessels, by gradually phasing out its older vessels and replacing them with newer
and younger vessels. In addition, the eight newbuildings are more fuel efficient and of higher operational efficiency
than the other bulk carriers of the Group currently in operation, which meets the latest environmental regulations and
prevailing requirements in the shipping industry.
We will continuously monitor the market as well as our operations going forward and look out for opportunities to
maintain a reasonably modern and competitive fleet, not ruling out any future disposal of smaller and older vessels
and replace with newer vessels with larger carrying capacity and longer asset lives or charter-in of vessels. We will
make such decisions on an ad hoc basis to maintain high financial flexibility and operational competitiveness.
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RISK MANAGEMENT
(Continued)
Market risk. Market risk is the risk of operational loss or financial loss due to adverse changes in the market exposure.
It also includes the adverse change of value of a financial instrument or portfolio of financial instruments when
there are changes in market factors such as underlying interest rates, exchange rates, equity securities prices, debt
securities prices or in the volatility of these factors. The Group’s major market risk exposures on financial instruments
mainly arise from bank borrowings committed on floating rate basis, and investments in equity and debt securities. In
the ordinary course of business, the Group identifies these risks and mitigates their financial impact through the use
of appropriate financial instruments in accordance with the Group’s risk management policies. Additional information
regarding the Group’s use of financial instruments is disclosed in the “Financial Risk Management and Policies” in
note 40 to the consolidated financial statements.
Credit risk. Credit risk is the risk of financial loss to the Group if the counterparty fails to discharge its contractual
obligations under the terms of the financial instrument. The Group’s exposures to credit risk principally arising from
the trade receivables from charterers, loan receivables to third parties and deposits or other financial assets placed
with financial institutions. The potential loss is generally limited to the carrying amount of receivables and liquid
assets as shown in the Group’s consolidated statement of financial position. As at 31 December 2025, the Group
recorded aggregate outstanding loan receivables of approximately US$11 million in respect of the disposal of two
vessels during the year. Each purchaser has granted a first priority ship mortgage over the respective vessel in favour
of the Group. Having considered the security arrangements, management is of the view that the credit risk associated
with these loan receivables is low. Credit risk also includes concentration risk of large exposures or concentrations to
certain counterparties. The Group will, wherever possible, maintain a diversified customer portfolio or only enter into
financial instruments with creditworthy counterparties. The Group regularly monitors the potential exposures to each
significant counterparty and performs ongoing credit quality assessment and does not expect to incur material credit
losses on managing the financial instruments.
Liquidity risk. Liquidity risk is the risk that the Group fails to meet its obligations associated with its financial
liabilities. The Group takes conservative treasury policies to maintain sufficient cash reserves, readily realizable
marketable equity and debt securities and obtain credit facilities from well-known financial institutions. The
management actively involves in treasury management to ensure adequate cash flows to meet the expected liquidity
requirements, working capital and capital expenditures needs. With the dry bulk market being extremely challenging,
preserving optimal liquidity is of pinnacle importance. The Group will be working closely with lenders to devise ways
to maximize liquidity position in case of the challenging freight environment will continue for longer than expected.
We will continuously review the prevailing market conditions of the shipping industry and monitor and adjust the
Group’s fleet profile as appropriate and make adjustments to its capital structure in the light of changes in economic
conditions, recent market values of the Group’s assets as well as the risk characteristics of the underlying assets.
68
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
RISK FACTORS
This report may contain forward looking statements. These statements are based upon various assumptions, many of
which are based, in turn, upon further assumptions, including the Company’s management’s examination of historical
operating trends. Although the Company believes that these assumptions were reasonable when made, because
assumptions are inherently subject to significant uncertainties which are difficult or impossible to predict and are
beyond its control, the Company cannot give assurance that it will achieve or accomplish these expectations, beliefs
or targets.
Key risk factors that could cause actual results to differ materially from those discussed in this report will include but
not limited to the way world economies, currencies and interest rate environment may evolve going forward, general
market conditions including fluctuations in charter rates and vessel values, financial market conditions including
fluctuations in marketable securities value, counterparty risk, changes in demand in the dry bulk market, changes in
operating expenses including bunker prices, crewing costs, drydocking and insurance costs, availability of financing
and refinancing, inability to obtain restructuring or rescheduling of indebtedness from lenders in liquidity trough,
changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political conditions, potential disruption of shipping
routes due to accidents, piracy or political events, and other important factors described from time to time in the
reports filed by the Company.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
69
ANNUAL REPORT 2025
Directors’ Report
OUTLOOK
2025 has been a volatile year, but as we step into 2026 markets have firmed up with robust demand in dry
commodity transportation, especially with minor bulks. Inefficiency in the global seaborne trade due to geopolitical
turbulence, port congestion, increasing protectionist activity, as well as slow steaming of global fleet due to emission
control means the global fleet has become less productive, giving the chartering market additional support.
Recent influx of newbuilding deliveries was absorbed by the market without too much downside pressure to freight
rates, which was a result of a robust chartering market as well as overall aging profile of the global fleet. With a
relatively resilient chartering market, well maintained older vessels have been well received in the second hand
market. There remains strong interest for prompt delivery second hand tonnages to secure carrying capacity, where
we have continued to take the opportunity to dispose of our older vessels and redeploy capital by ordering newer,
and more modern vessels from reputable shipyards. We will continue our strategy to maintain a young fleet going
forward should opportunities arise.
As of the date of the this annual report, we have successfully covered 54% of our Capesize and 92% of Panamax
vessel days for the first nine months of 2026, with an average rate of US$22,000 and US$17,000 per day respectively.
For Ultramax / Supramax, 53% of vessel days was covered at average rate of US$14,000 per day for the first nine
months of 2026.
Looking ahead, should global economic activity regain further confidence, our fleet will be well positioned to benefit
from these supportive industry specific fundamentals.
We will remain alert to any economic, geopolitical, or other unforeseen surprises that will disrupt our business
operations. We will continue to focus on taking sensible and decisive actions to achieve growth without sacrificing
the maintenance of a strong financial position.
On behalf of the Board of Directors of the Company, I would like to first express our heartfelt appreciation to our
seafarers who have continued to remain professional under an extremely challenging environment, as well as all
customers and stakeholders for their ongoing support.
70
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Directors’ Report
PUBLICATION OF FINANCIAL INFORMATION
This report is available on the website of the Company at www.jinhuiship.com and the NewsWeb of the Oslo Stock
Exchange (Euronext Oslo Børs) at www.newsweb.no.
18 March 2026
Ng Siu Fai Ng Kam Wah Thomas Ng Ki Hung Frankie
Chairman Managing Director and
Deputy Chairman
Executive Director
Ho Suk Lin Cathy Tsui Che Yin Frank William Yau
Executive Director Non-executive Director Non-executive Director
JINHUI SHIPPING AND TRANSPORTATION LIMITED
71
ANNUAL REPORT 2025
Responsibility Statement
We confirm, to the best of our knowledge, that the audited consolidated financial statements for the year from
1 January to 31 December 2025 have been prepared in accordance with applicable accounting standards and give a
true and fair view of the assets, liabilities, financial position and results of operations of the Group and the Company,
and that the Directors’ Report includes a true and fair review of the development and performance of the business
and the position of the Group and the Company together with a description of the key principal risks and uncertainty
factors that the Group and the Company face.
18 March 2026
Ng Siu Fai Ng Kam Wah Thomas Ng Ki Hung Frankie
Chairman Managing Director and
Deputy Chairman
Executive Director
Ho Suk Lin Cathy Tsui Che Yin Frank William Yau
Executive Director Non-executive Director Non-executive Director
72
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Independent Auditor’s Report
To the members of
Jinhui Shipping and Transportation Limited
(incorporated in Bermuda with limited liability)
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
OPINION
We have audited the consolidated financial statements of Jinhui Shipping and Transportation Limited (the “Company”)
and its subsidiaries (together, the “Group”) set out on pages 79 to 157, which comprise the consolidated statement of
financial position as at 31 December 2025, and the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then
ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of
the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for
the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards
Board (“IASB”) and HKFRS Accounting Standards as issued by the Hong Kong Institute of Certified Public Accountants
(“HKICPA”).
BASIS FOR OPINION
We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) as issued by the HKICPA.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the
HKICPA’s Code of Ethics for Professional Accountants (the “Code”), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
73
ANNUAL REPORT 2025
Independent Auditor’s Report
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. 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.
Carrying value of owned vessels and leased vessels (right-of-use assets)
The Key Audit Matters How the matter was addressed in our audit
Refer to notes 4.10, 5, 18 and 19(a) to the consolidated
financial statements.
The Group’s carrying amount of motor vessels and capitalized
drydocking costs included in property, plant and equipment
and leased vessels included in right-of-use asset amounted
to US$298,367,000 and US$32,748,000 respectively as at 31
December 2025 and no impairment or reversal of impairment
loss was recognised in the Consolidated Statement of Profit
or Loss and Other Comprehensive Income during the year.
The Group assesses at each reporting date (i) whether there
are indicators of impairment and if there are such indicators,
an estimate is made of the recoverable amount of owned
and leased vessels concerned; and (ii) whether there are
indications that an impairment loss recognised in prior
periods for owned vessels and leased vessels may no longer
exist or may have decreased. Management has exercised
judgement in assessing whether there is any objective
evidence of impairment and reversal of impairment loss of
such owned and leased vessels.
Our audit procedures included:
•
evaluating the process of identifying indicators of
potential impairment or reversal of impairment on
owned and leased vessels;
•
evaluating VIU calculation prepared by the
management’s expert including the methodology
and assumptions adopted;
•
assessing the independence, competence,
objectivity and capabilities of the management’s
expert;
•
testing, on a sample basis, the mathematical
accuracy of the VIU calculation;
•
assessing the reasonableness of the key
assumptions including discount rate, hire rates,
growth rate and utilization rate by comparing the
current year actual performance and prior year
projections and by reference to the market and
industry information;
74
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Independent Auditor’s Report
KEY AUDIT MATTERS
(Continued)
Carrying value of owned vessels and leased vessels (right-of-use assets)
(Continued)
The Key Audit Matters How the matter was addressed in our audit
The recoverable amounts of owned vessels were determined
based on higher of fair value less costs of disposal reference
to market transactions, or the value in use (“VIU”) calculation
which is estimated based on the estimated future cash flows
projections from the continuous use of such vessels and the
recoverable amounts of leased vessel was also determined
based on the VIU calculation. Independent qualified appraisal
firms were engaged by management to appraise the fair
value of owned vessels and VIU calculation which involves
significant judgements and estimates about the future
performance, key assumptions including discount rate, useful
life, hire rates and utilisation rate of the owned and leased
vessels.
We focused on this area considering the significance of
judgements and estimates and the financial impacts of the
impairment assessment in respect of the Group’s owned
and leased vessels.
• evaluating the fair values estimated by the
management’s expert including the methodology
and assumptions adopted;
• involving our valuation specialist in assessing the
appropriateness of discount rate and hire rates
and the reasonableness of fair values estimated;
and
•
testing, on a sample basis, the mathematical
accuracy of the impairment assessment with
reference to the estimated recoverable amounts
based on VIU calculation or fair value less costs
of disposal.
We obtained supportive evidence for the significant
judgements and estimates in respect of VIU calculation
and key assumptions applied in the estimated future
cash flows projections and the estimation of fair value
less cost of disposal.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
75
ANNUAL REPORT 2025
Independent Auditor’s Report
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises all the information in the 2025
annual report of the Company, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
RESPONSIBILITIES OF DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible for the preparation of the consolidated financial statements that give a true and fair view
in accordance with IFRS Accounting Standards as issued by IASB and HKFRS Accounting Standards as issued by the
HKICPA, and for such internal control as the directors determine 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, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
The directors assisted by the Audit Committee are responsible for overseeing the Group’s financial reporting process.
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 auditor’s report that includes our
opinion. We report our opinion solely to you, as a body, in accordance with section 90 of the Bermuda Companies Act
1981 and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the
contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
HKSAs 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.
76
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Independent Auditor’s Report
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
• conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business units within the Group as a basis for forming an opinion on the group financial
statements. We are responsible for the direction, supervision and review of the audit work performed for purposes
of the group audit. We remain solely responsible for our audit opinion.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
77
ANNUAL REPORT 2025
Independent Auditor’s Report
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
We communicate with the Audit Committee 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 the Audit Committee 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, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s 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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
OPINION
As part of the audit of the consolidated financial statements of Jinhui Shipping and Transportation Limited, we have
performed an assurance engagement to obtain reasonable assurance about whether the consolidated financial statements
included in the annual report, with the file name jinhui-2025-12-31-en.zip, have been prepared, in all material respects,
in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single
Electronic Format (the “ESEF Regulation”) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading
Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging
of the consolidated financial statements.
In our opinion, the consolidated financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
DIRECTORS’ RESPONSIBILITIES
The directors are responsible for the preparation of the annual report in compliance with the ESEF Regulation. This
responsibility comprises an adequate process and such internal control as the directors determine is necessary.
78
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Independent Auditor’s Report
AUDITORS’ RESPONSIBILITIES
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects,
the consolidated financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation. We conducted our work in accordance with the Hong Kong Standard on Assurance Engagements (HKSAE)
3000 (Revised) “Assurance engagements other than audits or reviews of historical financial information” as issued by
the HKICPA. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether
the consolidated financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing
the consolidated financial statements in accordance with the ESEF Regulation. We examine whether the consolidated
financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging
of the consolidated financial statements and assess directors’ use of judgement. Our procedures include reconciliation
of the iXBRL tagged data with the audited consolidated financial statements in human-readable format. We believe that
the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Hong Kong Limited
Certified Public Accountants
11th Floor
Lee Garden Two
28 Yun Ping Road
Causeway Bay
Hong Kong SAR
18 March 2026
Shaw Chi Kit
Practising Certificate No.: P04834
JINHUI SHIPPING AND TRANSPORTATION LIMITED
79
ANNUAL REPORT 2025
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Year ended 31 December 2025
2025
2024
Note
US$’000
US$’000
Revenue7
157,489
158,900
Net loss on disposal of owned vessels8
(9,209)
–
Other operating income9
Interest income10
2,683
834
Reversal of impairment loss on owned vessels and
right-of-use assets
–
6,533
Shipping related expenses
(84,158)
(84,404)
Staff costs11
(14,999)
(14,707)
Other operating expenses13
(7,414)
(9,861)
Operating profit before depreciation and amortization
Depreciation and amortization
(57,557)
(44,189)
Operating profit
Finance costs
(8,994)
(6,092)
Profit before taxation
Taxation15
–
–
Net profit for the year
Other comprehensive income (loss)
Items that will not be reclassified to profit or loss:
Change in fair value of financial assets at
fair value through OCI (non-recycling)
(627)
(2,311)
Items that may be reclassified subsequently to profit or loss:
Change in fair value of financial assets at
fair value through OCI (recycling)
20
(14)
Total comprehensive income for the year
attributable to shareholders of the Company
11,937
21,680
Earnings per share
– Basic and diluted16
US$0.115
US$0.220
80
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Consolidated Statement of Financial Position
As at 31 December 2025
2025
2024
Note
US$’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment18
339,688
401,279
Right-of-use assets19(a)
Investment properties20
Financial assets at fair value through OCI21
4,759
5,366
Loan receivables23
8,437
1,577
Deposit paid for the acquisition of owned vessels and
other property, plant and equipment
–
2,452
405,192
461,569
Current assets
Inventories
3,039
2,709
Loan receivables23
3,640
–
Trade and other receivables24
Financial assets at fair value through profit or loss25(a)
Pledged deposits36(c)
71
329
Bank balances and cash26
131,435
Assets held for sale
–
144,542
Total assets
549,734
524,202
EQUITY AND LIABILITIES
Capital and reserves
Issued capital28
5,463
5,463
Reserves
374,806
366,147
Total equity
380,269
371,610
JINHUI SHIPPING AND TRANSPORTATION LIMITED
81
ANNUAL REPORT 2025
Consolidated Statement of Financial Position
As at 31 December 2025
2025
2024
Note
US$’000
US$’000
Non-current liabilities
Borrowings, secured30
104,456
Lease liabilities19(b)
124,054
103,400
Current liabilities
Trade and other payables31
Amount due to holding company
211
183
Financial liabilities at fair value through profit or loss25(b)
294
–
Borrowings, secured30
8,287
Lease liabilities19(b)
Total equity and liabilities
549,734
524,202
Approved and authorized for issue on 18 March 2026
Ng Siu Fai Ng Kam Wah Thomas Ng Ki Hung Frankie
Chairman Managing Director and
Deputy Chairman
Executive Director
Ho Suk Lin Cathy Tsui Che Yin Frank William Yau
Executive Director Non-executive Director Non-executive Director
82
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Consolidated Statement of Changes in Equity
Year ended 31 December 2025
Reserve for
financial
assets at
Capital fair value
Issued Share redemption Contributed Revaluation through Retained Total
capitalpremiumreservesurplusreserveOCIprofitsequity
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
At 1 January 2024
5,463
95,585
719
16,297
843
(2,294)
233,317
349,930
Comprehensive income
Net profit for the year
–
–
–
–
–
–
24,005
24,005
Other comprehensive loss
Change in fair value of financial assets at
fair value through OCI
–
–
–
–
–
(2,325)
–
(2,325)
Total comprehensive income for the year
–
–
–
–
–
(2,325)
24,005
21,680
At 31 December 2024
5,463
95,585
719
16,297
843
(4,619)
257,322
371,610
At 1 January 2025
5,463
95,585
719
16,297
843
(4,619)
257,322
371,610
Comprehensive income
Net profit for the year
–
–
–
–
–
–
12,544
12,544
Other comprehensive loss
Change in fair value of financial assets at
fair value through OCI
–
–
–
–
–
(607)
–
(607)
Total comprehensive income for the year
–
–
–
–
–
(607)
12,544
11,937
2024 final dividend paid
–
–
–
–
–
–
(3,278)
(3,278)
At 31 December 2025
5,463
95,585
719
16,297
843
(5,226)
266,588
380,269
JINHUI SHIPPING AND TRANSPORTATION LIMITED
83
ANNUAL REPORT 2025
Consolidated Statement of Cash Flows
Year ended 31 December 2025
2025
2024
Note
US$’000
US$’000
OPERATING ACTIVITIES
Cash generated from operations32
Interest paid
(5,717)
(4,870)
Hong Kong Profits Tax refunded
–
21
Net cash from operating activities
INVESTING ACTIVITIES
Proceeds from disposal of owned vessels and
other property, plant and equipment, net
15
Purchase of owned vessels and
other property, plant and equipment
(47,602)
(95,095)
Installments paid for vessels under construction
(25,009)
–
Deposit paid for the acquisition of owned vessels and
other property, plant and equipment
–
(2,452)
Proceeds from disposal of assets held for sale, net
–
Increase in bank deposits with more than
three months to maturity when placed
(35,890)
–
Interest received
1,416
536
Dividend income received
1,250
1,173
Net cash used in investing activities
(31,239)
(85,409)
FINANCING ACTIVITIES
New bank loans
15,000
65,338
New other borrowings
28,328
–
Repayment of bank loans
(25,590)
(55,511)
Repayment of other borrowings
(1,416)
–
Decrease in pledged deposits
258
30
Payment of lease liabilities
(27,891)
(16,109)
Interest paid on lease liabilities
(3,265)
(1,317)
Dividends paid to shareholders of the Company
(3,278)
–
Net cash used in financing activities
(17,854)
(7,569)
Net increase (decrease) in cash and cash equivalents
30,503
(17,245)
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December26
84
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
1. GENERAL INFORMATION
Jinhui Shipping and Transportation Limited was incorporated on 16 May 1994 and registered as an exempted
company with limited liability in Bermuda. The registered office of the Company is at Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda. The Company’s shares are listed on the Oslo Stock Exchange Euronext (Oslo
Børs).
The principal activity of the Company is investment holding. Its subsidiaries are principally engaged in the
businesses of ship chartering and ship owning which are carried out internationally.
The Group is controlled by Jinhui Holdings Company Limited, a company incorporated in Hong Kong which
holds approximately 55.69% of the Company’s shares at the reporting date. The registered office of Jinhui
Holdings, where its consolidated accounts can be obtained, locates at 26th Floor, Yardley Commercial Building,
1-6 Connaught Road West, Hong Kong, PRC.
The consolidated financial statements for the year ended 31 December 2025 were approved for issue by the
Board on 18 March 2026.
2. STATEMENT OF COMPLIANCE
The consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board, which collective term includes all applicable
individual IFRS Accounting Standards, International Accounting Standards and Interpretations (“IFRS Accounting
Standards”), and Hong Kong Financial Reporting Standards as issued by the Hong Kong Institute of Certified
Public Accountants, which collective term includes all applicable individual HKFRS Accounting Standards, Hong
Kong Accounting Standards and Interpretations (“HKFRS Accounting Standards”).
3. ADOPTION OF NEW AND AMENDED IFRS ACCOUNTING STANDARDS AND HKFRS
ACCOUNTING STANDARDS
In current year, the Group has applied for the first time, the Amendments to IAS 21 and HKAS 21 “Lack of
Exchangeability” as issued by the IASB and the HKICPA respectively, which are relevant to and effective for the
Group’s consolidated financial statements for the accounting period beginning on 1 January 2025.
The adoption of the Amendments to IAS 21 and HKAS 21 do not have material impact on the Group’s financial
performance and financial position for the current and prior periods have been prepared and presented.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
85
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
3. ADOPTION OF NEW AND AMENDED IFRS ACCOUNTING STANDARDS AND HKFRS
ACCOUNTING STANDARDS
(Continued)
At the date of authorization of these consolidated financial statements, certain new and amendments to IFRS
Accounting Standards and HKFRS Accounting Standards have been published but are not yet effective, and
have not been early adopted by the Group. The management anticipated that all pronouncements will be
adopted in the Group’s accounting policy for the first accounting period beginning after the effective dates of
the pronouncements. Information on these new pronouncements that are expected to be relevant to the Group’s
consolidated financial statements is provided below.
IFRS 18 and HKFRS 18 Presentation and Disclosure in Financial Statements
2
IFRS 19 and HKFRS 19 Subsidiaries without Public Accountability: Disclosures and
related amendments
2
Amendments to IFRS 9 and HKFRS 9,
IFRS 7 and HKFRS 7
Amendments to the Classification and Measurement of
Financial Instruments
1
Amendments to IFRS 9 and HKFRS 9,
IFRS 7 and HKFRS 7
Contracts Referencing Nature-dependent Electricity
1
Amendments to IFRS and HKFRS
Accounting Standards
Annual Improvements to IFRS and HKFRS Accounting
Standards – Volume 11
1
Amendments to Hong Kong Interpretation 5 Presentation of Financial Statements – Classification by the
Borrower of a Term Loan that Contains a Repayment on
Demand Clause
2
Amendments to IFRS 10 and HKFRS 10,
and IAS 28 and HKAS 28
Sales or Contributions of Assets between an Investor
and its Associate or Joint Venture
3
Amendments to lAS 21 and HKAS 21 Translation of a Hyperinflationary Presentation Currency
2
Notes:
1. Effective for annual periods beginning on or after 1 January 2026
2.
Effective for annual periods beginning on or after 1 January 2027
3.
Effective date not yet determined
The management is currently assessing the possible impact of these new and amendments to standards and
interpretations on the Group’s results and financial position in the first year of application.
86
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
4.1 Basis of preparation
The material accounting policies that have been used in the preparation of these consolidated financial statements
are summarized below. These policies have been consistently applied to all the years presented unless otherwise
stated.
The consolidated financial statements have been prepared on the historical cost basis except for: investment
properties, financial assets or financial liabilities at fair value through profit or loss and financial assets at fair
value through OCI that are stated at fair values. The measurement bases are fully described in the accounting
policies below.
It should be noted that accounting estimates and assumptions are used in preparation of the consolidated
financial statements. Although these estimates are based on management’s best knowledge and judgement of
current events and actions, actual results may ultimately differ from those estimates. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and estimates are material to the consolidated
financial statements, are disclosed in note 5.
4.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries
made up to 31 December each year.
Intra-group transactions, balances and unrealized gains on transactions between group companies are eliminated
in preparing the consolidated financial statements. Unrealized losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are excluded
from consolidation from the date that control ceases.
4.3 Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights,
to variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. When assessing whether the Group has power, only substantive rights (held by the Group
and other parties) are considered.
In the Company’s statement of financial position, investments in subsidiaries are carried at cost less any
impairment loss. The results of subsidiaries are accounted for by the Company on the basis of dividends received
and receivable at the reporting date.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
87
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.4 Foreign currency translation
The consolidated financial statements are presented in United States Dollars which is the functional and
presentation currency of the Company. The functional and presentation currencies of the Company’s subsidiaries
are either in United States Dollars or Hong Kong Dollars.
In the individual financial statements of the consolidated entities, foreign currency transactions are translated into
the functional currency of the individual entity using the exchange rates ruling at the dates of the transactions.
At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated at the
foreign exchange rates ruling at that date. Foreign exchange gains and losses resulting from the settlement of
such transactions and from the reporting date retranslation of monetary assets and liabilities are recognized in
profit or loss.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing on the date when the fair value was determined and are reported as part of the fair value gain or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated (i.e.
only translated using the exchange rates at the transaction date). When a fair value gain or loss on a non-monetary
item is recognized in profit or loss, any exchange component of that gain or loss is also recognized in profit or
loss. When a fair value gain or loss on a non-monetary item is recognized in other comprehensive income, any
exchange component of that gain or loss is also recognized in other comprehensive income.
In the consolidated financial statements, all individual financial statements of foreign operations, originally
presented in a currency different from the Group’s presentation currency, have been converted into United States
Dollars. Assets and liabilities have been translated into United States Dollars at the closing rates at the reporting
date. Income and expenses have been converted into United States Dollars at the exchange rates ruling at the
transaction dates, or at the average rates over the reporting period provided that the exchange rates do not
fluctuate significantly. Any significant differences arising from this translation procedure are recognized in other
comprehensive income and accumulated separately in the translation reserve in equity.
88
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.5 Revenue recognition
Revenue mainly arises from the operations of ship chartering or owning business comprises chartering freight
and hire income.
To determine whether to recognize revenue, the Group follows a five-step process:
(a) Identify contracts with customers
(b) Identify the separate performance obligations in the contract
(c) Determine the transaction price of the contract
(d) Allocate the transaction price to each of the separate performance obligation in the contract
(e) Recognize the revenue as each performance obligation is satisfied
In all cases, the total transaction price for a contract is allocated amongst the various performance obligations
based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts
collected on behalf of third parties.
Revenue is recognized over time, when (or as) the Group satisfies performance obligations by transferring the
promised services to its customers. Further details of the Group’s revenue recognition policies are as follows:
(a) Hire income under time charter is accounted for as operating lease and is recognized on a straight-line
basis over the period of each time charter contract. Crewing service income classified as non-lease
component is included in hire income and recognized over the period of each time charter contract.
(b) Freight income under voyage charter is accrued over the period from the date of loading of charterer’s
cargo to the date of discharging the cargo and is recognized on percentage of completion basis measured
by time proportion of each voyage charter contract. The existing practice reflects the performance obligation
to provide transportation services which is satisfied over time from when transport of the goods begins
from loading port through delivery to discharging port and freight income is recognized over the period
of performance.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
89
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.6 Borrowing costs
Borrowing costs incurred for the acquisition or construction of any qualifying asset are capitalized during the
period of time that is required to complete or prepare the asset for its intended use. A qualifying asset is an asset
which necessarily takes a substantial period of time to get ready for its intended use or sale. Other borrowing
costs are expensed as incurred.
The capitalization of borrowing costs as part of the qualifying assets commences when borrowing costs are
being incurred and the activities that are necessary to prepare the asset for its intended use are in progress.
Capitalization of borrowing costs is suspended or ceased when substantially all activities necessary to prepare
the qualifying assets for its intended use are interrupted or completed.
4.7 Income tax
Income tax comprises current tax and deferred tax.
Current income tax assets and / or liabilities comprise those obligations to, or claims from, fiscal authorities relating
to the current or prior reporting periods, that are unpaid at the reporting date. They are calculated according to
the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the
year. All changes to current tax assets or liabilities are recognized as a component of tax expense in profit or loss.
Deferred tax is provided using the liability method on temporary differences at the reporting date between the
carrying amounts of assets and liabilities in the consolidated financial statements and their respective tax bases.
It is calculated, without discounting, at tax rates that are expected to apply in the period the liability is settled or
the asset is realized, provided these tax rates have been enacted or substantively enacted at the reporting date.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are
recognized for all deductible temporary differences and tax losses available to be carried forward to the extent
that it is probable that taxable profit will be available against which the deductible temporary differences and
unused tax losses can be utilized.
For investment properties measured using the fair value model in accordance with the accounting policy below,
the measurement of the related deferred tax asset or liability reflects the tax consequences of recovering the
carrying amount of the investment properties entirely through sale, unless the investment property is depreciable
and is held within a business model whose objective is to consume substantially all of the economic benefits
embodied in the investment property over time, rather than through sale.
Deferred tax assets or liabilities are not recognized if the temporary differences arise from goodwill or from initial
recognition (other than in a business combination) of assets or liabilities in a transaction that affects neither
taxable nor accounting profit or loss and does not give rise to equal taxable and deductible temporary differences.
90
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.7 Income tax
(Continued)
Changes in deferred tax assets or liabilities are recognized in profit or loss, or in other comprehensive income or
directly in equity if they relate to items that are charged or credited to other comprehensive income or directly
to equity.
When different tax rates apply to different levels of taxable income, deferred tax assets and liabilities are
measured using the average tax rates that are expected to apply to the taxable income of the periods in which
the temporary differences are expected to reverse.
The determination of the average tax rates requires an estimation of (i) when the existing temporary difference will
reverse and (ii) the amount of future taxable profit in those years. The estimate of future taxable profit includes:
– income or loss excluding reversals of temporary differences; and
– reversals of existing temporary differences.
Current tax assets and current tax liabilities are presented in net if, and only if,
(a) the Group has the legally enforceable right to set off the recognized amounts; and
(b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
The Group presents deferred tax assets and deferred tax liabilities in net if, and only if,
(a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation
authority on either:
(i) the same taxable entity; or
(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net
basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
91
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.8 Property, plant and equipment
The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable
costs of bringing the asset to its working condition and location for its intended use. Improvements are capitalized
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. Expenditures incurred in restoring assets to their normal working
conditions and other repairs and maintenance are charged to profit or loss during the financial period in which
they are incurred.
Motor vessels are stated at cost less accumulated depreciation and impairment loss.
Drydocking and special survey costs are capitalized and depreciated over the drydocking cycle of two to three
years on a straight-line basis. Upon disposal of vessels, any relevant carrying amounts not yet written off are
transferred to profit or loss. Vessel repairs and survey costs are expensed during the financial period in which
they are incurred.
Vessels under construction are stated at cost less necessary impairment loss. All direct costs relating to the
acquisition of motor vessels which are under construction, including finance costs on related borrowing funds
during the construction period are capitalized as vessels under construction. When the assets concerned are
available for use, the costs are transferred to motor vessels and depreciated in accordance with the policy as
stated below.
Leasehold land and buildings (where the fair values of the leasehold interest in the land and buildings cannot be
measured separately at the inception of the lease and the building is not clearly held under an operating lease)
are stated at cost less accumulated depreciation and impairment loss.
All other property, plant and equipment are stated at cost less accumulated depreciation and impairment loss.
Depreciation is provided to write-off the cost of motor vessels over their estimated useful lives, after taking into
account their estimated residual values, using the straight-line method of 25 years from the date of the initial
delivery from the shipyards.
Depreciation is provided to write-off the cost of other property, plant and equipment as specified below over their
estimated useful lives, after taking into account their estimated residual values, using the straight-line method,
at the following rates per annum:
Leasehold land and buildings over the shorter of unexpired term of lease or 3% per annum
Leasehold improvement 20% – 30% per annum
Utility vessels, furniture and equipment 6% – 25% per annum
No depreciation is provided in respect of vessels under construction until it is completed.
Accounting policy for depreciation of right-of-use assets is set out in note 4.19.
92
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.8 Property, plant and equipment
(Continued)
Estimated residual value is the estimated amount that the Group would currently obtain from disposal of the
asset, after deducting the estimated costs of disposal, as if the asset was already of the age and in the conditions
expected at the end of its useful life. The Group estimates the residual values of motor vessels based on the
light-weight tonnes of each vessel multiply by market demolition metal price per ton. Estimate of residual value
and useful life are reviewed and adjusted if appropriate, at each reporting date.
The gain or loss arising on retirement or disposal is determined as the difference between the net sale proceeds
and the carrying amount of the asset and is recognized in profit or loss.
4.9 Investment properties
Investment properties are land and / or buildings which are owned or held under a leasehold interest to earn
rental income and / or for capital appreciation.
On initial recognition, investment property is measured at cost, including any directly attributable expenditure.
Subsequent to initial recognition, investment property is stated at fair value which is determined by external
professional valuers with sufficient experience with respect to both the location and category of the investment
property and it reflects the prevailing market conditions at the reporting date.
Gain or loss arising from either change in the fair value or the sale of an investment property is recognized in
profit or loss in the period in which they arise.
The change in fair value arisen from reclassification from leasehold land and buildings to investment properties
will be credited to revaluation reserve. Upon disposal of such properties, the amount previously recognized in
revaluation reserve will be transferred to retained profits.
4.10 Impairment of non-financial assets
Property, plant and equipment, right-of-use assets and the Company’s interests in subsidiaries are subject to
impairment testing whenever there are indications that the assets’ carrying amounts may not be recoverable.
An impairment loss is recognized as an expense immediately for the amount by which the asset’s carrying amount
exceeds its recoverable amount. Recoverable amount is the higher of fair value, reflecting market conditions, less
costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessment of time value of money
and the risk specific to the asset.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
93
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.10 Impairment of non-financial assets
(Continued)
For the purpose of assessing impairment, where an asset does not generate cash inflows that are largely
independent of the cash flows from other assets, the recoverable amount is determined for the smallest group
of assets that generate cash inflows independently (i.e. a cash generating unit). As a result, some assets are
tested individually for impairment and some are tested at cash generating unit level.
Impairment loss recognized for cash generating unit is allocated to reduce the carrying amounts of the assets
in the cash generating unit on pro rata basis. In allocating the impairment loss, the carrying amount of an asset
will not be reduced below its fair value less costs of disposal, value in use or zero.
An impairment loss is reversed if there has been a favorable change in the estimates used to determine the
asset’s recoverable amount and only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortization, if no impairment loss had been
recognized in prior years.
4.11 Inventories
Inventories are carried at the lower of cost and net realizable value. Cost, which comprises all costs of purchase
and, where applicable, other costs that have been incurred in bringing the inventories to their present location
and condition, and is determined using the first-in, first-out method. Net realizable value is the estimated selling
price in the ordinary course of business less the estimated cost of completion and applicable selling expenses.
4.12 Financial assets
Financial assets are recognized when the Group becomes a party to the contractual provisions of the financial
instrument.
Financial assets are derecognized when the contractual rights to receive the cash flows from the financial assets
expire, or when the financial asset and substantially all of its risks and rewards of ownership are transferred.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with IFRS 15 and HKFRS 15, all financial assets are initially measured at fair
value, in case of a financial asset not at fair value through profit or loss, plus transaction costs that are directly
attributable to the acquisition of the financial asset.
94
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.12 Financial assets
(Continued)
Classification and initial measurement of financial assets (Continued)
Financial assets are classified into the following categories:
– amortized cost;
– fair value through profit or loss; or
– fair value through OCI.
The classification is determined by both:
– the entity’s business model for managing the financial asset; and
– the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognized in profit or loss are presented within
other operating income, interest income, other operating expenses and finance costs, except for ECL of trade
receivables which is presented in other operating expenses.
Subsequent measurement of financial assets
Debt investments
Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated
as fair value through profit or loss):
– they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
– the contractual terms of the financial assets give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortized cost using the effective interest method. Interest income
from these financial assets is included in profit or loss. Discounting is omitted where the effect of discounting
is immaterial. The Group’s bank balances and cash, pledged deposits, loan receivables and trade and other
receivables fall into this category of financial instruments.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
95
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.12 Financial assets
(Continued)
Subsequent measurement of financial assets (Continued)
Financial assets at fair value through OCI – recycling
If the contractual cash flows of the investment comprise solely payments of principal and interest and the
investment is held within a business model whose objective is achieved by both the collection of contractual cash
flows and sale, changes in fair value are recognized in other comprehensive income, except for the recognition
in profit or loss of ECL, interest income (calculated using the effective interest method) and foreign exchange
gains and losses. When the investment is derecognized, the amount accumulated in other comprehensive income
is recycled from equity to profit or loss.
Financial assets at fair value through profit or loss
Financial assets that are held within a different business model other than “hold to collect” or “hold to collect
and sell” are categorized at fair value through profit or loss. Further, irrespective of business model, financial
assets whose contractual cash flows are not solely payments of principal and interest are accounted for at fair
value through profit or loss.
Equity investments
An investment in equity securities is classified as fair value through profit or loss unless the equity investment
is not held for trading purposes and on initial recognition of the investment, the Group elects to designate the
investment at fair value through OCI (non-recycling) such that subsequent changes in fair value are recognized
in other comprehensive income and accumulated in “Reserve for financial assets at fair value through OCI” in
equity. Such elections are made on an instrument-by-instrument basis, but only be made if the investment meets
the definition of equity from the issuer’s perspective.
The equity instruments at fair value through OCI are not subject to impairment assessment. The cumulative gain
or loss in “Reserve for financial assets at fair value through OCI” will not be reclassified to profit or loss upon
disposal of the equity investments.
Dividends from these investments in equity instruments are recognized in profit or loss when the Group’s right to
receive the dividends is established. Dividend income are included in “other operating income” in profit or loss.
96
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.12 Financial assets
(Continued)
Impairment of financial assets
IFRS 9 and HKFRS 9’s impairment requirements use more forward-looking information to recognize ECL – the
“ECL model”. Instruments within the scope included loans and other debt-type financial assets measured at
amortized cost or fair value through OCI and trade receivables.
The Group considers a broader range of information when assessing credit risk and measuring ECL, including
past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of
the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
Stage 1: financial instruments that have not deteriorated significantly in credit quality since their initial
recognition or that have low credit risk.
Stage 2: financial instruments that have deteriorated significantly in credit quality since their initial recognition
and whose credit risk is not low.
Stage 3: financial instruments that have objective evidence of impairment at the reporting date.
For Stage 1 category, loss allowance is recognized at the present value of expected credit losses that will result if a
default occurs in the 12 months after the reporting date (“12-month ECL”). For Stage 2 and Stage 3 category, loss
allowance is recognized at the present value of expected credit shortfalls over their remaining life (“lifetime ECL”).
Measurement of the ECL is determined by a probability-weighted estimate of credit losses over the expected
life of the financial instrument.
For trade receivables, the Group applies a simplified approach in calculating ECL and recognizes a loss allowance
based on lifetime ECL at each reporting date. These are the expected shortfalls in contractual cash flows,
considering the potential for default at any point during the life of the financial assets. In calculating the ECL,
the Group has established a provision matrix that is based on its historical credit loss experience and external
indicators, adjusted for forward-looking factors specific to the debtors and the economic environment.
To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics and the
days past due.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
97
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.12 Financial assets
(Continued)
Impairment of financial assets (Continued)
For loan receivables, the Group measures the loss allowance for these financial assets equal to 12-month ECL
with taking those collaterals into accounts (which is recognized at Stage 1), unless when there has been a
significant increase in credit risk since initial recognition or classified as credit-impaired, the Group recognizes
lifetime ECL (which is recognized at Stage 2). The assessment of whether lifetime ECL should be recognized is
based on significant increase in the likelihood or risk of default occurring since initial recognition or classified as
credit-impaired. The loan receivables are reviewed at the reporting date to assess impairment allowance which
are based on the evaluation of current creditworthiness, collection statistic and market values of the collaterals
which were appraised by independent qualified appraisal firms or referenced to recent market transactions or
the net asset value of the co-investment.
For other financial assets measured at amortized cost and fair value through OCI, the Group measures the loss
allowance for these financial assets equal to 12-month ECL (which is recognized at Stage 1), unless when there
has been a significant increase in credit risk since initial recognition, the Group recognizes lifetime ECL (which is
recognized at the Stage 2). The assessment of whether lifetime ECL should be recognized is based on significant
increase in the likelihood or risk of default occurring since initial recognition.
In assessing whether the credit risk has increased significantly since initial recognition, the Group compares
the risk of a default occurring on the financial assets at the reporting date with the risk of default occurring
on the financial assets at the date of initial recognition. In making this assessment, the Group considers both
quantitative and qualitative information that is reasonable and supportable, including historical experience and
forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has increased
significantly:
– an actual or expected significant deterioration in the financial instrument’s external (if available) or internal
credit rating;
– significant deterioration in external market indicators of credit risk;
– existing or forecast adverse changes in regulatory, business, financial, economic conditions, or technological
environment of debtor that are expected to cause a significant decrease in the debtor’s ability to meet its
debt obligations; and
– an actual or expected significant deterioration in the operating results of the debtor.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased
significantly since initial recognition when contractual payments are more than 30 days past due, unless the
Group has reasonable and supportable information that demonstrates otherwise.
98
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.12 Financial assets
(Continued)
Impairment of financial assets (Continued)
Despite the aforegoing, the Group assumes that the credit risk on a debt instrument has not increased significantly
since initial recognition if the debt instrument is determined to have low credit risk at the end of each reporting
period. A debt instrument is determined to have low credit risk if it has a low risk of default, the borrower has
strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic
and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to
fulfill its contractual cash flow obligations.
The Group considers the default has occurred when: (1) information developed internally or obtained from
external sources indicates that the debtor is unlikely to pay its credit obligations to the Group in full, without
recourse by the Group to actions such as realizing security (if any is held); (2) a financial asset is more than 90
days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging
default criterion is more appropriate.
The Group writes off trade and other receivables in whole or in part, when it has exhausted all practical recovery
efforts and concluded there is no reasonable expectation of recovery.
Detailed analysis of the ECL assessment of trade receivables, other financial assets measured at amortized cost
and debt investments at fair value through OCI are set out in note 40(e).
4.13 Assets held for sale
Non-current assets are classified as held for sale when:
(a) they are available for immediate sale;
(b) management is committed to a plan to sell;
(c) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;
(d) an active programme to locate a buyer has been initiated;
(e) the asset is being marketed at a reasonable price in relation to its fair value; and
(f) a sale is expected to complete within 12 months from the date of classification.
Non-current assets classified as held for sale are measured at the lower of their carrying amount immediately
prior to being classified as held for sale and fair value less costs of disposal. Following their classification as
held for sale, the assets are not depreciated. An impairment loss is recognized as an expense immediately for the
amount by which the asset’s carrying amount prior to being classified as held for sale exceeds its fair value less
costs of disposal. The gain or loss of assets being disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income up to the date of disposal.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
99
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.14 Financial liabilities
Financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial
instrument. A financial liability is derecognized when the obligation under the liability is discharged or cancelled
or expired.
The Group classifies its financial liabilities into the following categories:
Trade and other payables
Trade and other payables are recognized initially at fair values and subsequently measured at amortized costs,
using the effective interest method.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include derivatives financial instruments which are initially
recognized at fair value on the date a derivative contract is entered into.
Subsequent to initial recognition, the derivative financial instruments are recognized at fair value at the end of
each reporting period with gain or loss on remeasurement to fair value recognized immediately in profit or loss,
except where the derivatives qualify for hedged accounting under IFRS 9 and HKFRS 9.
Borrowings
Borrowings are recognized initially at fair values, net of transaction costs incurred. Borrowings are subsequently
stated at amortized costs. Any difference between the proceeds (net of transaction costs) and the redemption
value is recognized in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless as at the end of the reporting period, the Group has a right
to defer settlement of the liabilities for at least twelve months after the reporting date.
4.15 Fair value measurement
For financial reporting purposes, fair value measurement is categorized into Level 1, 2 and 3 of the three-level
fair value hierarchy as defined under IFRS 13 and HKFRS 13. The level into which a fair value measurement is
classified is determined with reference to the observability and significance of the inputs used in the valuation
technique as follows:
Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: fair values measured using valuation techniques in which all significant inputs other than quoted
prices included within Level 1 are directly or indirectly based on observable market data.
Level 3: fair values measured using valuation techniques in which any significant input is not based on
observable market data.
100
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.16 Cash and cash equivalents
Cash and cash equivalents include cash at banks and in hand, demand deposits with banks and short term
highly liquid investments that are readily convertible into known amounts of cash and which are subject to
an insignificant risk of changes in value, with original maturities of three months or less. For the purpose of
consolidated statement of cash flows presentation, cash and cash equivalents include bank overdrafts which are
repayable on demand and form an integral part of the Group’s cash management.
4.17 Share capital
Share capital is determined using the nominal value of shares that have been issued.
Any transaction costs associated with the issuing of shares are deducted from share premium to the extent they
are incremental costs directly attributable to the equity transaction.
4.18 Employee benefits
Retirement benefits schemes
The Group operates a defined contribution provident fund scheme and a mandatory provident fund scheme.
The assets of the schemes are held separately from those of the Group in their respective schemes managed
by an independent trustee. The contributions to retirement benefits schemes charged to profit or loss represent
contributions payable to the funds by the Group at the rates specific in the rules of the schemes.
The contributions to the defined contribution provident fund scheme vest in employees according to the vesting
percentage set out in the scheme. When employees leave the defined contribution provident fund scheme prior
to being vested fully in the contributions, the contributions payable by the Group are reduced by the amount
of forfeited contributions. On the other hand, the contributions to the mandatory provident fund scheme vest
immediately and fully in employees once the contributions are payable by the Group. There is no forfeited
contribution when employees leave the mandatory provident fund scheme.
In addition, the employees employed under the Hong Kong Employment Ordinance are also entitled to LSP if
the eligibility criteria are met. The LSP are defined benefits plans.
Defined benefit plans
The amount of long service benefit that an employee will receive on cessation of employment in certain
circumstances is defined by reference to the employee’s length of service and corresponding salary. The legal
obligations for any benefits remain with the Group.
Management estimates the LSP obligations annually and the LSP obligations are measured at the present value
at the end of each reporting period. This is based on the discount rate, the salary growth rate, turnover rate and
the expected investment return on offsetable MPF accrued benefits. Discount factors are determined close to the
end of each annual reporting period.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
101
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.18 Employee benefits
(Continued)
Short term employee benefits
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for
the estimated liability for annual leave as a result of services rendered by employees up to the reporting date.
Non-accumulating compensated absences such as sick leave and maternity leave are not recognized until the
time of leave.
4.19 Leases
A lease is defined as a contract, or part of a contract, that conveys the right to use an identified asset (the
underlying asset) for a period of time in exchange for consideration. To apply this definition, the Group assesses
whether the contract meets three key evaluations which are whether:
– the contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
– the Group has the right to obtain substantially all of the economic benefits from use of the identified
asset throughout the period of use, considering its rights within the defined scope of the contract; and
– the Group has the right to direct the use of the identified asset throughout the period of use. The Group
assess whether it has the right to direct how and for what purpose the asset is used throughout the period
of use.
For contracts that contains a lease component and one or more additional lease or non-lease components, the
Group allocates the consideration in the contract to each lease and non-lease component on the basis of their
relative stand-alone prices.
(a) Group as a lessee
At the lease commencement date, the Group recognizes the right-of-use asset and the lease liability on the
consolidated statement of financial position, except for short-term leases that have a lease term of 12 months
or less (“short-term lease”) and leases of low-value assets. Lease payments on short-term leases and leases of
low-value assets are recognized as an expense on a straight-line basis over the lease term.
102
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.19 Leases
(Continued)
(a) Group as a lessee (Continued)
Right-of-use assets
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability,
any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the underlying
asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net
of any lease incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when such indicator exists, as for owned vessels in accordance
with the Group’s accounting policies.
Lease liabilities
At the commencement date, the Group measures the lease liability at the present value of the lease payments
unpaid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable payments based on an index or rate,
and amounts expected to be payable under a residual value guarantee.
Subsequent to the commencement date, the Company measures the lease liability by: (i) increasing the carrying
amount to reflect the accretion of interest on the lease liability; (ii) reducing the carrying amount to reflect the lease
payments made; and (iii) remeasuring the carrying amount to reflect any reassessment or lease modifications,
e.g. a change in future lease payments arising from change in an index or rate, a change in the lease term, a
change in the in-substance fixed lease payments or a change in assessment to purchase the underlying asset.
For lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability
based on the lease term of the modified lease by discounting the revised lease payments using a revised discount
rate at the effective date of modification.
For lease remeasurement that the lease payments change due to changes in market rental rates following a market
rent review / expected payment under a guaranteed residual value, in which cases the related lease liability is
remeasured by discounting the revised lease payments using the initial discount rate.
When the lease is remeasured, the corresponding adjustment is reflected in the carrying amount of the right-of-use
asset, or is recorded in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
103
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.19 Leases
(Continued)
(b) Group as a lessor (Assets leased out under operating leases)
As a lessor, the Group classifies its leases as operating leases. Where the Group as a lessor leases out assets
under operating leases, such assets are measured and presented according to the nature of the asset.
When the Group is an intermediate lessor, it accounts for the head lease and the sub-leases as two separate
contracts. The sub-leases are classified as a finance or operating lease with reference to the right-of-use asset
arising from the head lease, not with reference to the underlying asset. If the head lease is a short-term lease to
which the Group applies the short-term lease exemption, then the Group classifies the sub-lease as an operating
lease.
The Group sub-leases some of its charter-in vessels and the sub-lease contracts are classified as operating leases.
Rental income receivable from operating leases is recognized in profit or loss on a straight-line basis over the
lease terms.
Hire income applicable to operating leases in respect of time charters are recognized as revenue on time basis
over the period of each lease.
Lease incentives granted are recognized in profit or loss as an integral part of the aggregate net income receivable
from the lease.
(c) Sale and leaseback transactions
For a transfer that does not satisfy requirements as a sale in accordance with IFRS 15 and HKFRS 15, the
transaction is in substance a financing arrangement under IFRS 9 and HKFRS 9. Therefore, the Group as a seller-
lessee accounts recognizes the proceeds received as “other borrowings” within the scope of IFRS 9 and HKFRS 9.
4.20 Provisions and contingent liabilities
Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event
and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate of the amount of the obligation can be made. Where the time value of money is material, provisions
are stated at the present value of the expenditure expected to settle the obligation. All provisions are reviewed
at each reporting date and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits
is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of
one or more uncertain future events are also disclosed as contingent liabilities unless the probability of outflow
of economic benefits is remote.
Contingent liabilities are not recognized but are disclosed in the notes to the consolidated financial statements.
When a change in the probability of an outflow of economic benefits occurs, and an outflow is probable, it will
then be recognized as a provision.
104
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(Continued)
4.21 Related parties
For the purposes of these consolidated financial statements, a party is considered to be related to the Group if:
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or the Group’s parent.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same group (which means that each parent, subsidiary
and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of
a member of a group of which the other entity is a member).
(iii) Both entities are joint venture of the same third entity.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
4.22 Segment reporting
The Group identifies operating segments and prepares segment information based on the regular internal financial
information reported to the chief operating decision maker for their decisions about resources allocation to the
Group’s business components and for their review of the performance of those components.
The Group has regarded the business of ship chartering and ship owning as the only dominant reportable
operating segment to be reported to the chief operating decision maker. Thus, no analysis of segment revenue,
segment results, segment assets and segment liabilities are presented in the consolidated financial statements
for the years 2025 and 2024.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
105
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. The significant
estimates and judgements made in the process of applying the Group’s accounting policies are discussed below.
Impairment assessment on owned vessels and right-of-use assets
Dry bulk freight rates demonstrated steady improvement throughout 2025, although it continued to face pressure
due to ongoing weak market confidence amid global economic, impact of trade policy and financial instability.
In light of these market conditions, the Group reviewed the dry bulk shipping market environment, the overall
macro environment and the market value of dry bulk vessels at the reporting date.
The management considered that impairment indication of the Group’s fleet existed at the end of 2025 and
performed the impairment assessment on 31 December 2025. The Group made estimations and assumptions in
the area of impairment test on owned vessels and right-of-use assets.
The recoverable amounts of owned vessels and right-of-use assets have been determined based on higher of the
fair value less costs of disposal and the value in use, which based on the estimated future cash flows projections
from the continuous use of such vessels. Key assumptions applied in value in use calculation mainly included
discount rate (pre-tax) and hire rates earned by the vessels as the value in use is most sensitive to the changes
in these two factors. Other assumptions applied in the estimated future cash flows projections included growth
rate, utilization rate and vessels are expected to have useful life of 25 years from the date of the initial delivery
from the shipyards. The net cash flow also reflected the estimated drydocking costs and vessels operating
expense. Recoverable amount of certain owned vessels are estimated based on fair value less cost of disposal
under market comparison approach. The valuation was performed by independent valuer and the key assumptions
mainly included quoted recent market transactions of similar vessels. Other assumptions included estimated cost
of disposal which are based on the Group’s historical acquisition and disposal transactions of its fleet.
Right-of-use assets’ recoverable amounts have been determined based on the value in use by using discounted
cash flow method. Key assumptions are the discount rates, hire rate, growth rate and utilization rate during the
lease term of the charterparty.
Based on the management’s assumptions employed in the impairment assessment, the Group concluded that
the recoverable amount approximated to the carrying value of the owned vessels and right-of-use assets as at
31 December 2025 and the impairment assessment of owned vessels and right-of-use assets are in compliance
with IAS 36 and HKAS 36 Impairment of Assets after the reassessment of indicators of impairment or reversal of
impairment. Hence, the Group did not recognize any impairment loss or reversal of impairment loss on owned
vessels and right-of-use assets during the year ended 31 December 2025. As at 31 December 2025, the carrying
amount of the owned vessels (note 18) and right-of-use assets on leased vessels (note 19) was US$298,367,000
(2024: US$393,320,000) and US$32,748,000 (2024: US$29,967,000) respectively.
106
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
(Continued)
Valuation of investment properties
As at 31 December 2025, the Group’s investment properties were stated at fair value of US$19,535,000 (2024:
US$20,873,000). Change in fair value loss of investment properties of US$1,338,000 (2024: US$4,386,000) was
recognized in profit or loss during the year. The fair values of the Group’s investment properties were determined
by an independent qualified professional valuer. The valuations are dependent on certain unobservable inputs,
including market unit sale rate per square feet / carpark which are determined based on comparable transactions
after applying adjusting factors such as the age, location, size, view, floor level and quality of buildings and
carparks to reflect the conditions and locations of the subject properties. Details of the valuation methodologies
and significant unobservable inputs used in the valuations are disclosed in note 20.
Fair values of financial assets at fair value through OCI
Fair values of financial assets at fair value through OCI that are not traded in an active market is determined
by using valuation techniques. The Group determines the fair values primarily based on the recent transaction
prices, net asset value (representing the fair value of the equity instruments reported by the investment manager
of the investees) and take into account of its financial results and other factors. The fair values of financial assets
at fair value through OCI that are not traded in active market are determined by using valuation techniques as
disclosed in note 21.
Impairment of trade receivables and other financial assets
As at 31 December 2025, the carrying amount of the trade receivables (note 24) was US$1,752,000 (2024:
US$1,093,000). For trade receivables, the Group applies a simplified approach in calculating ECL and recognizes
a loss allowance based on lifetime ECL at each reporting date. These are the expected shortfalls in contractual
cash flows, considering the potential for default at any point during the life of the financial assets. To measure
the ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
For other financial assets measured at amortized cost or fair value through OCI (note 40(a)), the Group measures
the loss allowance for these financial assets equal to 12-month ECL, unless there has been a significant increase
in credit risk since initial recognition, the Group recognizes lifetime ECL. The assessment of whether lifetime ECL
should be recognized is based on significant increase in the likelihood or risk of default occurring since initial
recognition. In assessing whether the credit risk for other financial assets has increased significantly since initial
recognition, the Group compares the risk of a default occurring on the financial assets at the reporting date with
the risk of default occurring on the financial assets at the date of initial recognition. In making this assessment,
the Group considers both quantitative and qualitative information that is reasonable and supportable, including
historical experience and forward-looking information that is available without undue cost or effort.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
107
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
(Continued)
Impairment of trade receivables and other financial assets
(Continued)
For loan receivables (note 23) which arise from co-investment, the Group measures the loss allowance for these
financial assets equal to 12-month ECL with taking the net asset value of the co-investment into accounts unless
when there has been a significant increase in credit risk since initial recognition or classified as credit impaired,
the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on
significant increase in the likelihood or risk of default occurring since initial recognition or classified as credit
impaired. The loan receivables are reviewed by the management at the reporting date to assess impairment
allowance which are based on the evaluation of current creditworthiness, collection statistic and the net asset
value of the co-investment.
For loan receivables (note 23) which arise from asset-based financing and secured by collaterals provided by
borrowers, the Group measures the loss allowance for these financial assets equal to 12-month ECL with taking
those collaterals into accounts unless when there has been a significant increase in credit risk since initial
recognition or classified as credit-impaired, the Group recognizes lifetime ECL. The assessment of whether lifetime
ECL should be recognized is based on significant increase in the likelihood or risk of default occurring since
initial recognition or classified as credit-impaired. The loan receivables are reviewed by the management at the
reporting date to assess impairment allowance which are based on the evaluation of current creditworthiness,
collection statistic and the market values of the vessels or similar vessels which were appraised by independent
qualified appraisal firms or recent market transactions.
6. SEGMENT INFORMATION
The Group is principally engaged in the business of ship chartering and ship owning and the management has
regarded this business as the only dominant reportable operating segment to be reported to the chief operating
decision maker.
While the Group’s revenue was mainly attributable to its chartering operations which are carried out internationally
and cannot be attributable to any particular geographical location, analysis of revenue from chartering freight
and hire business by geographical split of revenue by charterers’ location is presented in note 7.
The Group’s non-current assets mainly consist of property, plant and equipment, right-of-use assets and investment
properties. Property, plant and equipment and right-of-use assets mainly comprised of the Group’s owned vessels
and chartered-in vessels respectively. As the Group’s motor vessels are operated across different geographical
regions, it is meaningless to identify the specific geographical locations of the motor vessels at the reporting
date. The Group’s investment properties comprised of premises and car parks and all are located in Hong Kong.
While majority of the Group’s non-current assets other than financial instruments cannot be attributable to any
particular geographical location, no analysis of non-current assets other than financial instruments by geographical
area is presented in the consolidated financial statements.
108
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
7. REVENUE
Revenue represents chartering freight and hire income arising from the Group’s owned and chartered-in vessels.
Revenue recognized during the year is as follows:
2025
2024
US$’000
US$’000
Chartering freight and hire income:
Hire income under time charters
1
149,695
158,900
Freight income under voyage charters
2
7,794
–
157,489
158,900
Notes:
1. Hire income under time charters is accounted for as operating lease and is recognized on a straight-line basis over the
period of each time charter contract. During the year, hire income included a non-lease component in relation to crewing
service of US$29,389,000 (2024: US$27,688,000).
2. Freight income under voyage charters is accrued over the period from the date of loading of charterer’s cargo to the
date of discharging the cargo and is recognized on percentage of completion basis measured by time proportion of each
voyage charter contract.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
109
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
7. REVENUE
(Continued)
Information about major charterers
Revenue of US$23,797,000 and US$11,562,000 (2024: US$22,847,000 and US$16,560,000) were derived from two
charterers that contributed 15% and 7% (2024: 14% and 10%) respectively to the Group’s revenue for the year 2025.
Information about geographical distribution
Revenue from external customers (charterers) is as follows:
2025
2024
US$’000
US$’000
Geographical split of revenue by charterers’ location:
China
100,637
Singapore
33,686
43,159
Japan
–
4,312
Norway
3,688
2,914
United Arab Emirates
3,277
2,449
Denmark
2,947
–
South Korea
2,488
2,330
Switzerland
1,854
788
Germany
1,714
–
Other countries
7,198
8,172
157,489
158,900
8. NET LOSS ON DISPOSAL OF OWNED VESSELS
During the year, the Group completed the disposal of eight Supramaxes for an aggregate consideration of
US$86,215,000, resulting in a total net loss of US$9,209,000.
110
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
9. OTHER OPERATING INCOME
2025
2024
US$’000
US$’000
Settlement income
1
3,500
Other shipping operating income
8,732
4,746
Net gain on financial assets / financial liabilities at
fair value through profit or loss
3,832
4,867
Dividend income
1,250
1,173
Gross rental income from operating leases on investment properties
391
556
Sundry income
275
301
Reversal of impairment loss on trade and other receivables, net
–
1,848
Note:
1. The settlement income represents amounts received from legal proceedings involving the subsidiaries of the Company
and Parakou Shipping Pte Limited in London and Hong Kong in relation to the non-performance of a charterparty. In
2024, Galsworthy Limited, a wholly owned subsidiary of the Company, and Parakou Shipping Pte Limited reached a
settlement agreement to resolve the legal action. As a result, the Group received settlement income of US$3.5 million
in April 2024 and US$20.2 million in January 2025, which have been recognized.
10. INTEREST INCOME
2025
2024
US$’000
US$’000
Interest income in respect of:
Deposits with banks and other financial institutions
1,823
453
Loan receivables
812
321
Financial assets at fair value through profit or loss
48
25
Others
–
35
2,683
834
JINHUI SHIPPING AND TRANSPORTATION LIMITED
111
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
11. STAFF COSTS
2025
2024
US$’000
US$’000
Directors’ emoluments (excluding directors’ fees):
Salaries and other benefits
8,733
8,673
Contributions to retirement benefits schemes
435
435
Other staff costs:
Salaries and other benefits
5,602
5,385
Contributions to retirement benefits schemes
229
214
At the reporting date, the Group has 68 (2024: 74) full-time employees.
112
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
12. DIRECTORS’ EMOLUMENTS
Contributions
to retirement
Directors’ Salaries and Discretionary benefits
fees
1
allowances
2
bonus 2
schemes
2
Total
US$’000
US$’000
US$’000
US$’000
US$’000
2025
Executive Directors
Ng Siu Fai
248
3,846
891
231
5,216
Ng Kam Wah Thomas
248
3,077
577
185
4,087
Ng Ki Hung Frankie
170
123
–
7
300
Ho Suk Lin Cathy
60
206
13
12
291
Non-executive Directors
Tsui Che Yin Frank
28
–
–
–
28
William Yau
23
–
–
–
23
777
7,252
1,481
435
9,945
2024
Executive Directors
Ng Siu Fai
248
3,846
833
231
5,158
Ng Kam Wah Thomas
248
3,077
577
185
4,087
Ng Ki Hung Frankie
170
123
–
7
300
Ho Suk Lin Cathy
60
204
13
12
289
Non-executive Directors
Tsui Che Yin Frank
28
–
–
–
28
William Yau
23
–
–
–
23
777
7,250
1,423
435
9,885
Notes:
1. The directors’ fees were provided by the Company. None of the Directors received directors’ fees from its subsidiaries.
2. Directors’ other emoluments, which included salaries and allowances, discretionary bonus and contributions to retirement
benefits schemes, were provided by a subsidiary.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
113
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
13. OTHER OPERATING EXPENSES
Other operating expenses for the year 2025 mainly included change in fair value of investment properties of
US$1,338,000, directors’ fee of US$777,000, impairment loss on trade and other receivables of US$539,000,
professional fee of US$309,000, auditor’s remuneration related to audit services of US$221,000 and remaining
are various office administrative expenses.
Other operating expenses for the year 2024 mainly included change in fair value of investment properties of
US$4,386,000, directors’ fee of US$777,000, professional fee of US$547,000, auditor’s remuneration related to
audit services of US$217,000 and remaining are various office administrative expenses.
114
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
14. OPERATING PROFIT BEFORE DEPRECIATION AND AMORTIZATION
This is stated after charging / (crediting):
2025
2024
US$’000
US$’000
Auditor’s remuneration
1
:
Audit services
221
217
Other services
6
5
Charter hire payments for time charters
2
Hire income arising from chartered-in vessels classified as
right-of-use assets
(28,513)
(20,249)
Net gain on financial assets / financial liabilities at
fair value through profit or loss
Realized gain on financial assets at
fair value through profit or loss
(1,144)
(2,409)
Unrealized gain on financial assets / financial liabilities at
fair value through profit or loss
(2,688)
(2,458)
Interest income in respect of:
Deposits with banks and other financial institutions
(1,823)
(453)
Loan receivables
(812)
(321)
Financial assets at fair value through profit or loss
(48)
(25)
Others
–
(35)
Dividend income
(1,250)
(1,173)
Net loss on disposal of owned vessels
9,209
–
Change in fair value of investment properties
1,338
4,386
Loss on write-off of property, plant and equipment
2
1
Impairment loss (Reversal of impairment loss) on
trade and other receivables, net
539
(1,848)
Bad debts written off in respect of trade and other receivables
1
–
Gross rental income from operating leases on investment properties
(391)
(556)
Outgoings in respect of investment properties
29
31
Rent and rates payments in respect of premises
116
101
Net exchange loss
13
94
Reversal of impairment loss on owned vessels and
right-of-use assets
–
(6,533)
Gain on disposal of property, plant and equipment,
other than owned vessels
–
(15)
Notes:
1. The auditor’s remuneration disclosed above excluded VAT and fees paid for other services mainly included fees for tax
compliance services of US$6,000 (2024: US$5,000).
2.
Represents short term leases with a term of twelve months or less.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
115
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
15. TAXATION
Taxation has not been provided as the Group has no assessable profit for the year (2024: nil).
There was no Bermuda income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax,
estate duty or inheritance tax payable by the Company for the years.
The Company has received from the Minister of Finance of Bermuda under The Exempted Undertakings Tax
Protection Act 1966, as amended, an assurance that, in the event of there being enacted in Bermuda any legislation
imposing tax computed on profits or income, or computed on any capital asset gain or appreciation or any tax in
the nature of estate duty or inheritance tax, the imposition of such tax shall not until 31 March 2035 be applicable
to the Company or to any of its operations, or to the shares, debentures or other obligations of the Company.
Reconciliation between taxation charge and accounting profit at the applicable tax rates:
2025
2024
US$’000
US$’000
Profit before taxation
Income tax at the applicable tax rates in the
tax jurisdictions concerned
(2,529)
(3,041)
Non-deductible expenses
455
932
Tax exempted revenue
(747)
(554)
Unrecognized tax losses
3,332
3,196
Unrecognized temporary differences
(12)
(44)
Utilization of previously unrecognized tax losses
(499)
(489)
Taxation charge for the year
–
–
The applicable tax rates are the weighted average of current rates of taxation ruling in the relevant jurisdictions.
116
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
16. EARNINGS PER SHARE
2025
2024
Weighted average number of ordinary shares in issue
109,258,943
109,258,943
Net profit attributable to
shareholders of the Company (US$’000)
12,544
24,005
Basic and diluted earnings per share
US$0.115
US$0.220
Diluted earnings per share for the years 2025 and 2024 were the same as basic earnings per share as there was
no potentially dilutive ordinary shares in existence for the years 2025 and 2024.
17. DIVIDENDS
2025
2024
US$’000
US$’000
2024 final dividend of US$0.03 per share
–
3,278
2025 final dividend, proposed of US$0.018 per share
1,967
–
1,967
3,278
The final dividend for the year 2024 was approved by the Company’s shareholders at the annual general meeting
held on 28 May 2025. Such dividend was paid to the shareholders of the Company on 25 June 2025.
The proposed final dividend for the year 2025 is subject to the approval of the Company’s shareholders at the
forthcoming annual general meeting scheduled on 27 May 2026.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
117
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
18. PROPERTY, PLANT AND EQUIPMENT
Motor vessels
1
and capitalized Vessels Leasehold
drydocking under land and
costs construction
buildings
Others
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2024
695,936
–
25,835
7,051
728,822
Additions
94,698
–
–
397
95,095
Disposals / Write-off
(3,485)
–
–
(227)
(3,712)
At 31 December 2024
787,149
–
25,835
7,221
820,205
Reclassification to assets held for sale
2
(18,674)
–
–
(3)
(18,677)
Additions
40,848
25,009
9,056
150
75,063
Disposals / Write-off
(282,920)
–
–
(105)
(283,025)
At 31 December 2025
526,403
25,009
34,891
7,263
593,566
Accumulated depreciation
and impairment loss
At 1 January 2024
370,989
–
18,227
6,193
395,409
Reversal of impairment loss, net
(1,942)
–
–
–
(1,942)
Charge for the year
28,267
–
699
204
29,170
Eliminated on disposals / write-off
(3,485)
–
–
(226)
(3,711)
At 31 December 2024
393,829
–
18,926
6,171
418,926
Reclassification to assets held for sale
2
(5,568)
–
–
(2)
(5,570)
Charge for the year
27,890
–
591
259
28,740
Eliminated on disposals / write-off
(188,115)
–
–
(103)
(188,218)
At 31 December 2025
228,036
–
19,517
6,325
253,878
Net book value
At 31 December 2025
298,367
25,009
15,374
938
339,688
At 31 December 2024
393,320
–
6,909
1,050
401,279
118
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
18. PROPERTY, PLANT AND EQUIPMENT
(Continued)
Notes:
1. All motor vessels are held for use under operating leases.
2.
Reclassification to assets held for sale:
In December 2025, the Group entered into an agreement for the disposal of a Supramax of deadweight 56,361 metric
tonnes, built in year 2012, at a consideration of US$14,400,000. For financial reporting purposes, the vessel was reclassified
to “Assets held for sale” in accordance with IFRS 5 and HKFRS 5 “Non-current Assets Held for Sale and Discontinued
Operations” at the reporting date. The agreement was subsequently cancelled in January 2026 as one of the contractual
clauses could not be fulfilled.
19. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
(a) Right-of-use assets
2025
2024
US$’000
US$’000
At 1 January
Additions
27,711
27,881
Lease remeasurement
3,857
(8,526)
Depreciation
(28,817)
(15,019)
Reversal of impairment loss
–
4,591
At 31 December
32,773
30,022
JINHUI SHIPPING AND TRANSPORTATION LIMITED
119
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
19. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
(Continued)
(b) Lease liabilities
2025
2024
US$’000
US$’000
At 1 January
Additions
27,711
27,881
Lease remeasurement
3,857
(8,526)
Interest expense (included in finance costs)
3,265
1,317
Repayments of lease liabilities
(31,156)
(17,426)
At 31 December
36,062
32,385
The lease liabilities were repayable as follows:
2025
2024
US$’000
US$’000
Within one year
After one year but within two years
5,028
After two years but within five years
6,534
8,665
120
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
19. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
(Continued)
During the year, the total cash outflow for the lease was US$42,833,000 (2024: US$39,232,000).
At the reporting date, the Group operated five long-term chartered-in vessels, two of them were with remaining
lease terms of more than twelve months. In 2025, the Group took delivery of a long-term chartered-in Capesize,
with deadweight 207,672 metric tonnes, built in year 2017, for a minimum term of thirty-three months.
In accordance with IFRS 16 and HKFRS 16 Leases, the Group recognized the right-of-use assets which is calculated
with the present value of total minimum hire payment at the inception of the lease terms of the charterparties
and corresponding lease liabilities was also recognized in the consolidated statement of financial position upon
their deliveries of the vessels.
At the reporting date, the carrying amount of right-of-use assets mainly comprised of leased vessels of
US$32,748,000 (2024: US$29,967,000).
At 31 December 2024, a reversal of impairment assessment of right-of-use assets was performed and a reversal
of impairment loss of US$4,591,000 was recognized as at 31 December 2024. The reversal of impairment loss
on right-of-use assets is non-cash in nature and does not have impact on the operating cash flows of the Group.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
121
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
20. INVESTMENT PROPERTIES
2025
2024
US$’000
US$’000
At 1 January
20,873
25,259
Change in fair value
(1,338)
(4,386)
At 31 December
The Group’s investment properties were stated at fair value and comprised of premises and car parks held under
operating leases to earn rentals or held for capital appreciation, or both. These premises and car parks are held
under long term leases.
At the reporting date, the fair values of the Group’s investment properties were determined by Centaline Surveyors
Limited, an independent qualified professional valuer, on direct comparison approach on annually basis with
reference to comparable transactions available in the relevant locality. In estimating the fair value of investment
properties, the highest and best use of the properties is their current use.
The fair value measurement of these investment properties was categorized as Level 3 of the three-level fair
value hierarchy as defined under IFRS 13 and HKFRS 13 and there was no transfer among the three levels of
the fair value hierarchy during the year.
122
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
20. INVESTMENT PROPERTIES
(Continued)
Details of the Group’s investment properties and information about the determination of the fair values of these
investment properties, in particular the valuation techniques, significant unobservable inputs and category of
the fair value hierarchy are disclosed as below:
Fair value Valuation Significant Range of Relationship of significant
Propertieshierarchytechniqueunobservable inputsunobservable inputsunobservable inputs to fair value
2025
2024
Premises
Level 3
Direct
Market unit sale rate per US$1,600 –US$1,800 –An increase in percentage of market
comparison square feet, after taking US$3,100US$3,100unit sale rate per square feet would
methodinto account the age, per square feetper square feetresult in an increase in fair value
location and individual measurement of the premises by
factors such as size, view, the same percentage increase, and
floor level and quality of vice versa
building
Car parks
Level 3
Direct
Market unit sale rate per US$519,000 –US$369,000 –An increase in percentage of market
comparison car parkUS$577,000US$487,000unit sale rate per car park would
methodper car parkper car parkresult in an increase in fair value
measurement of the car parks by
the same percentage increase, and
vice versa
JINHUI SHIPPING AND TRANSPORTATION LIMITED
123
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
21. FINANCIAL ASSETS AT FAIR VALUE THROUGH OCI
2025
2024
US$’000
US$’000
Unlisted equity investments
Co-investment in a property project
At 1 January
4,948
7,259
Change in fair value 1
(627)
(2,311)
4,321
4,948
Unlisted club membership
At 1 January
418
432
Change in fair value 2
20
(14)
438
418
4,759
5,366
Notes:
1. Items that will not be reclassified to profit or loss.
2.
Items that may be reclassified subsequently to profit or loss.
124
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
21. FINANCIAL ASSETS AT FAIR VALUE THROUGH OCI
(Continued)
Unlisted equity investments
In 2018, the Group entered into the co-investment documents to co-invest in a property project in Tower A of
One Financial Street Center, Jing’an Central Business District, Shanghai, the PRC (the “Co-investment”), pursuant
to which the Group is committed to acquire non-voting participating class A shares of Dual Bliss Limited of
US$10,000,000. Dual Bliss Limited is one of the investors of the Co-investment.
The Investment Manager of the Co-investment, Phoenix Property Investors Limited, reported a loss of US$627,000
(2024: US$2,311,000) on the fair value of equity instruments for the year ended 31 December 2025, mainly arising
from the financing costs incurred for the shareholder loans. The reported loss on the Co-investment was recognized
by the Group as a change in fair value of financial assets at fair value through OCI and was included in other
comprehensive loss in the consolidated statement of profit or loss and other comprehensive income. As at the
reporting date, the carrying amount of the unlisted equity investments was US$4,321,000 (2024: US$4,948,000)
whereas the loan receivable arise from the Co-investment (note 23), together with the interest accrued thereon
was US$3,141,000 (2024: US$2,459,000). The Group will closely monitor the performance of the Co-investment
and will assess impairment allowances where appropriate.
There is no quoted market price in active market for unlisted equity investments. Transactions in such investments
do not occur on a regular basis. The Group uses its net asset value (representing the fair value of the equity
instruments reported by Phoenix Property Investors Limited, the Investment Manager) to determine its fair value
as the Group determined that this is the fair price at which shareholders subscribe and redeem the investments
or determined its fair value with generally accepted pricing models.
The fair value measurement of unlisted equity investments was categorized as Level 3 of the three-level fair
value hierarchy as defined under IFRS 13 and HKFRS 13 and there was no transfer among the three levels of
the fair value hierarchy during the year.
Unlisted club membership
The investment in club membership is stated at fair values which is determined directly by reference to published
price quotations in active markets and were categorized as Level 1 of the three-level fair value hierarchy as
defined under IFRS 13 and HKFRS 13 and there was no transfer among the three levels of the fair value hierarchy
during the year.
22. INVENTORIES
Inventories consisted of bunker stock and ship stores on the Group’s vessels. At the reporting date, these
inventories were carried at cost.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
125
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
23. LOAN RECEIVABLES
2025
2024
US$’000
US$’000
At 1 January
1,577
1,577
Gross new loan originated
–
Repayment
(500)
–
Provision of individual impairment
–
–
Loan receivables, net of provision
12,077
1,577
Less: Amount receivable within one year
(3,640)
–
Amount receivable after one year
8,437
1,577
During the year, the Group entered into two agreements to dispose of two vessels, with the outstanding
consideration of US$6 million and US$5 million respectively, each to be settled over a three-year period at
interest rate of 7.5% per annum. To secure the purchasers’ performance and observance of and compliance
with the covenants, the purchasers provided first priority ship mortgage on each vessel in favour of the Group.
A wholly owned subsidiary of the Company (the “Co-Investor”) together with other co-investors signed an
unsecured subordinated shareholder loan agreement with Triple Smart Limited, a special purpose vehicle invested
by Dual Bliss Limited, for the purposes of funding the operating expenditure of the Co-investment in 2021. A
maximum amount of US$1,577,000 (2024: US$1,577,000) was agreed and provided as at the reporting date. The
loan receivables are unsecured and denominated in United States Dollars and has no repayment terms.
At the reporting date, the loan receivables have been reviewed by management to assess impairment allowances
which are based on the evaluation of current creditworthiness, collection statistics, reference to market value of
vessels and the net asset value of the Co-investment, and considered as not impaired. The carrying amount of
the loan receivables is considered to be a reasonable approximation of its fair value.
126
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
24. TRADE AND OTHER RECEIVABLES
2025
2024
US$’000
US$’000
Trade receivables
1,752
1,093
Prepayments
3,158
6,740
Rental and other deposits
74
66
Other receivables
5,453
8,086
8,685
14,892
Management has a credit policy in place for approving the credit limits to charterers and the exposures to credit
risk are monitored such that any outstanding trade receivables are reviewed and followed up on an ongoing basis.
Credit evaluations including assessing the customer’s creditworthiness and financial standing are performed on
customers requiring a credit over certain amount.
The credit terms given to charterers vary from 15 to 60 days according to the types of vessels’ employment.
The carrying amounts of trade and other receivables are considered to be a reasonable approximation of their
fair values due to their short term maturities.
The aging analysis of trade receivables (net of impairment loss) that are past due at the reporting date but not
individually considered to be impaired is included in the following analysis:
2025
2024
US$’000
US$’000
Neither past due nor impaired
552
216
Past due but not impaired
Within three months past due
433
698
Over three months but within six months past due
574
147
Over six months but within twelve months past due
193
32
1,200
877
1,752
1,093
JINHUI SHIPPING AND TRANSPORTATION LIMITED
127
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
24. TRADE AND OTHER RECEIVABLES
(Continued)
The movement for impairment loss on trade and other receivables is as follows:
2025
2024
US$’000
US$’000
At 1 January
163
4,362
Impairment loss recognized
539
–
Reversal of impairment loss
–
(1,848)
Written off as uncollectible
–
(2,351)
At 31 December
702
163
For trade receivables, the Group applies a simplified approach in calculating ECL and recognizes a loss allowance
based on lifetime ECL at each reporting date. In calculating the ECL, the Group has established a provision matrix
that is based on its historical credit loss experience and external indicators, adjusted for forward-looking factors
specific to the debtors and the economic environment.
For other receivables, the Group measures the loss allowance for other receivables equal to 12-month ECL,
unless when there has been a significant increase in credit risk since initial recognition, the Group recognizes
lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant increase in
the likelihood or risk of default occurring since initial recognition.
At the reporting date, the Group had determined trade receivables of US$702,000 (2024: US$163,000) as impaired.
No impairment loss on other receivables was provided as at 31 December 2025 and 2024.
128
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
25. FINANCIAL ASSETS / FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
(a) Financial assets at fair value through profit or loss
2025
2024
US$’000
US$’000
Held for trading
Listed equity securities
21,526
17,903
Designated as such upon initial recognition
Investment funds
3,324
2,702
(b) Financial liabilities at fair value through profit or loss
2025
2024
US$’000
US$’000
Derivative financial instruments
Interest rate swap
294
–
JINHUI SHIPPING AND TRANSPORTATION LIMITED
129
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
25. FINANCIAL ASSETS / FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
(Continued)
At the reporting date, the fair value measurements of listed equity securities were determined by reference to their
quoted bid prices in active markets and were categorized as Level 1. The fair value measurements of investment
funds represented the quoted market prices on the underlying investments provided by financial institutions and
were categorized as Level 2. The fair values of interest rate swap contracts are quoted by financial institutions
at the reporting date and were categorized as Level 2 of the three-level fair value hierarchy as defined under
IFRS 13 and HKFRS 13. There was no transfer among the three levels of the fair value hierarchy during the year.
26. BANK BALANCES AND CASH
2025
2024
US$’000
US$’000
Cash and cash equivalents as stated in the
consolidated statement of cash flows
Bank deposits with more than three months to
maturity when placed
–
27. AMOUNT DUE TO HOLDING COMPANY
Amount due to holding company is unsecured, interest-free and repayable on demand. The carrying amount of
the amount due is considered to be a reasonable approximation of its fair value.
130
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
28. SHARE CAPITAL
2025
2024
Number of Number of
ordinary shares ordinary shares
of US$0.05 each
Amount
of US$0.05 each
Amount
US$’000
US$’000
Authorized:
At 1 January and 31 December
800,000,000
800,000,000
Issued and fully paid:
At 1 January and 31 December
109,258,943
5,463
109,258,943
5,463
At the reporting date, the Company had 1,909 (2024: 2,018) shareholders. Pursuant to the record registered on
the Norwegian Registry of Securities, the major shareholders holding more than 1% of the outstanding shares
at the reporting date were as follows:
Percentage of
Shareholder’s name total issued capital
Jinhui Holdings Company Limited*
40.81%
BNP Paribas*
24.53%
Nordnet Bank AB
6.64%
Willumsen Thor Inge
1.87%
Finnbergåsen Eiendom AS
1.50%
Nordnet Livsforsikring AS
1.32%
JPMorgan Chase Bank, N.A., London
1.05%
Kvam, Jan Arvid
1.01%
78.73%
* BNP Paribas held 16,252,990 shares of the Company in custodian for Jinhui Holdings Company Limited as at 31 December
2025 and hence Jinhui Holdings Company Limited had approximately 55.69% beneficial interests in the Company.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
131
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
29. RESERVES
Details of movements in reserves of the Group are set out in the “Consolidated Statement of Changes in Equity”
on page 82.
Share premium
The application of the share premium account is governed by Section 40(2) of the Companies Act 1981 of Bermuda.
Capital redemption reserve
Capital redemption reserve represents the par value of the repurchased and cancelled shares.
Contributed surplus
Contributed surplus will be dealt with in accordance with Section 54 of the Companies Act 1981 of Bermuda.
Revaluation reserve
Revaluation reserve represents the revaluation surplus between the carrying amount of the leasehold land and
building which is owner-occupied and the fair value of that property at the date of reclassification to investment
properties.
Reserve for financial assets at fair value through OCI
Reserve for financial assets at fair value through OCI represents the changes in fair value of financial assets
at fair value through OCI. As at 31 December 2025, the reserve for financial assets at fair value through OCI
consists of recycling and non-recycling portion amounting to income of US$100,000 (2024: US$80,000) and loss
of US$5,326,000 (2024: US$4,699,000) respectively.
30. BORROWINGS, SECURED
2025
2024
US$’000
US$’000
Non-current
Bank loans
Other borrowings
–
104,456
Current
Bank loans
8,285
8,287
Other borrowings
2,172
–
8,287
Total borrowings
114,913
132
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
30. BORROWINGS, SECURED
(Continued)
At the reporting date, the Group’s secured borrowings are repayable as follows:
2025
2024
US$’000
US$’000
Bank loans
Within one year
8,285
8,287
In the second year
8,844
In the third to fifth year
11,340
80,863
Total bank loans
87,404
97,994
Less: Amount repayable within one year
(8,285)
(8,287)
Bank loans repayable after one year
Other borrowings
Within one year
2,172
–
In the second year
2,896
–
In the third to fifth year
8,687
–
After the fifth year
–
Total other borrowings
27,509
–
Less: Amount repayable within one year
(2,172)
–
Other borrowings repayable after one year
–
Bank loans represented term loans that were denominated in Hong Kong Dollars. During the year, the Group had
drawn new bank loans of US$15,000,000 (2024: US$65,338,000) and repaid US$25,590,000 (2024: US$55,511,000).
Other borrowings represented the term loans on the sale and leaseback agreements on two owned vessels which
the Group entered into during the year for the amount of US$28,328,000 (2024: nil). These other borrowings
were denominated in Renminbi (offshore) and were committed on floating rate basis. During the year, amount
of US$1,416,000 (2024: nil) was repaid.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
133
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
30. BORROWINGS, SECURED
(Continued)
At the reporting date, all secured borrowings were committed on floating rate basis ranging from 3.80% to 5.35%
(2024: 6.57% to 6.59%) per annum. These borrowings are secured by certain of the Group’s assets as disclosed
in note 36.
The carrying amount of the secured borrowings is considered to be a reasonable approximation of its fair value.
31. TRADE AND OTHER PAYABLES
2025
2024
US$’000
US$’000
Trade payables
330
820
Accrued charges
3,000
4,756
Other payables
Payables related to vessel running cost and
ship operating expenses
10,850
11,526
Hire receipt in advance
1,340
2,733
Loan interest payables
83
71
Accrued employee benefits
2,177
1,952
Others
205
172
The carrying amounts of trade and other payables are considered to be a reasonable approximation of their fair
values.
134
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
32. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
2025
2024
US$’000
US$’000
Profit before taxation
Adjustments for:
Depreciation and amortization
Interest income
(2,683)
(834)
Interest expenses
8,994
6,092
Dividend income
(1,250)
(1,173)
Net loss on disposal of owned vessels
9,209
–
Change in fair value of investment properties
1,338
4,386
Impairment loss (Reversal of impairment loss) on
trade and other receivables, net
539
(1,848)
Loss on write-off of property, plant and equipment
2
1
Bad debts written off in respect of trade and other receivables
1
–
Exchange loss for other borrowings
597
–
Reversal of impairment loss on owned vessels and
right-of-use assets
–
(6,533)
Gain on disposal of property, plant and equipment,
other than owned vessels
–
(15)
Net loss on disposal of assets held for sale
–
9
Cash generated from operations before changes in working capital
86,848
68,279
Changes in working capital:
Inventories
(330)
(1,326)
Loan receivables
500
–
Trade and other receivables
6,275
4,229
Financial assets / financial liabilities at
fair value through profit or loss
(3,951)
3,489
Trade and other payables
(4,057)
5,904
Amount due to holding company
28
7
Changes in working capital
(1,535)
Cash generated from operations
JINHUI SHIPPING AND TRANSPORTATION LIMITED
135
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
33. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The changes in the Group’s liabilities arising from financing activities are classified as follows:
Vessel
mortgage Other Lease
loans
Bank loans
borrowings
liabilities
Total
US$’000
US$’000
US$’000
US$’000
US$’000
At 1 January 2024
16,505
71,662
–
29,139
117,306
Cash flows:
Drawdown of loans
–
65,338
–
–
65,338
Repayment of loans
(16,505)
(39,006)
–
–
(55,511)
Repayment of lease liabilities
–
–
–
(17,426)
(17,426)
Non-cash:
New lease
–
–
–
27,881
27,881
Lease remeasurement
–
–
–
(8,526)
(8,526)
Interest expense on lease liabilities
–
–
–
1,317
1,317
At 31 December 2024
–
97,994
–
32,385
130,379
At 1 January 2025
–
97,994
–
32,385
130,379
Cash flows:
Drawdown of loans
–
15,000
28,328
–
43,328
Repayment of loans
–
(25,590)
(1,416)
–
(27,006)
Repayment of lease liabilities
–
–
–
(31,156)
(31,156)
Non-cash:
Foreign exchange movement
–
–
597
–
597
New lease
–
–
–
27,711
27,711
Lease remeasurement
–
–
–
3,857
3,857
Interest expense on lease liabilities
–
–
–
3,265
3,265
At 31 December 2025
–
87,404
27,509
36,062
150,975
136
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
34. DEFERRED TAXATION
At the reporting date, deferred tax assets have not been recognized in respect of tax losses of US$375,209,000
(2024: US$358,038,000).
Deferred tax assets have not been recognized in respect of tax losses because it is not probable that future
taxable profit will be available against which the unused tax losses can be utilized. Such tax losses do not expire
under current tax legislation.
35. FUTURE OPERATING LEASE ARRANGEMENTS
(a) Where the Group is the lessee
At the reporting date, the Group had future minimum lease payment payable under non-cancellable
operating leases on time charter hire as follows:
2025
2024
US$’000
US$’000
Within one year
4,480
7,116
In the second to fifth year
210
–
4,690
7,116
JINHUI SHIPPING AND TRANSPORTATION LIMITED
137
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
35. FUTURE OPERATING LEASE ARRANGEMENTS
(Continued)
(b) Where the Group is the lessor
At the reporting date, the Group had future minimum lease income receivables under non-cancellable
operating leases as follows:
2025
2024
US$’000
US$’000
Within one year:
Premises
265
39
Owned vessels
Chartered-in vessels
9,517
5,417
In the second to fifth year:
Owned vessels
Chartered-in vessels
4,216
6,415
121,017
138
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
36. PLEDGE OF ASSETS
At the reporting date, the Group had certain credit facilities which were secured by the followings:
(a) Legal charges on the Group’s property, plant and equipment (note 18) with an aggregate net book value
of US$246,377,000 (2024: US$252,113,000) and investment properties (note 20) with an aggregate carrying
amount of US$16,329,000 (2024: US$17,301,000);
(b) Financial assets at fair value through profit or loss of US$6,626,000 (2024: US$6,994,000);
(c) Deposits totaling US$71,000 (2024: US$329,000) of the Group placed with banks; and
(d) Assignment of fourteen (2024: fifteen) subsidiaries’ income in favour of banks.
In addition, shares of two (2024: nil) ship owning subsidiaries were pledged in respect of other borrowings.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
139
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
37. CAPITAL EXPENDITURE COMMITMENTS
Capital expenditures
During the year, the Group reported capital expenditure of US$38,396,000, primarily for the balance payment
on vessel deliveries and capitalized drydocking costs. Additionally, US$25,009,000 was paid as installments for
vessels under construction, US$9,056,000 for leasehold land and buildings and US$150,000 was spent on other
property, plant and equipment.
For the year 2024, capital expenditure of US$95,095,000 was incurred, including US$94,698,000 on additions of
motor vessels and capitalized drydocking costs and US$397,000 on other property, plant and equipment.
Capital commitments
During the year, the Group entered into four shipbuilding contracts for the construction of four Ultramax
newbuildings, each at a consideration of US$33 million. The vessels are scheduled for delivery in 2028. As at the
reporting date, installments amounting to US$18,209,000 had been paid in respect of vessels under construction,
and the capital expenditure commitments contracted by the Group but not provided for, net of installment paid,
was approximately US$111,830,000.
For the year 2024, the Group entered into two shipbuilding contracts for the construction of two Ultramaxes,
each at a consideration of US$34 million, to be delivered in 2026 and 2027 respectively. As at the reporting
date, installments of US$6,800,000 for the vessels under construction were paid, and the capital expenditure
commitments contracted by the Group but not provided for, net of installments paid, was approximately
US$61,200,000 (2024: US$68,000,000).
In 2018, the Group entered into the co-investment documents to co-invest in a property project in Tower A of
One Financial Street Center, Jing’an Central Business District, Shanghai, the PRC, pursuant to which the Group
is committed to acquire non-voting participating class A shares of Dual Bliss Limited of US$10,000,000. Dual
Bliss Limited is one of the investors of the Co-investment. As at the reporting date, the capital expenditure
commitments contracted by the Group but not provided for was US$372,000 (2024: US$372,000).
As at 31 December 2025, the total amount of capital expenditure commitments contracted by the Group but not
provided for, net of installment paid, was US$173,402,000.
As of 31 December 2024, the total amount of capital expenditure commitments contracted by the Group but not
provided for was US$117,080,000, In addition to the aforementioned commitments, the amount also included
right-of-use assets of approximately US$26,640,000 for the long term charter of a Capesize, which was delivered in
January 2025, as well as a capital expenditure commitment of US$22,068,000 for the acquisition of an Ultramax,
which was acquired at the end of 2024 and delivered to the Group in January 2025.
Save as disclosed above, there was no other significant capital expenditure commitment contracted by the Group
but not provided for as at the reporting date.
140
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
38. RELATED PARTY TRANSACTIONS
Save as disclosed elsewhere in the consolidated financial statements, during the year, the Group had the following
related party transactions:
(a) Receipt of an administrative fee of US$255,000 (2024: US$253,000) from Jinhui Holdings;
(b) Lease payment of US$17,000 (2024: US$17,000) under a short term lease to a fellow subsidiary; and
(c) Compensation of key management personnel as follows:
2025
2024
US$’000
US$’000
Salaries and other benefits
9,324
9,265
Contributions to retirement benefits schemes
446
446
9,770
9,711
Other payables included accrued employee benefits payables to directors and executive personnel of
US$1,539,000 (2024: US$1,463,000). There is no other balance or transaction related to connected party
or any director and executive personnel and substantial shareholder of the Group.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
141
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
39. EVENTS AFTER THE REPORTING DATE
In December 2025, the Group entered into an agreement for the disposal of a Supramax of deadweight 56,361
metric tonnes, built in year 2012, at a consideration of US$14,400,000. For financial reporting purposes, the vessel
was reclassified to “Assets held for sale” in accordance with IFRS 5 and HKFRS 5 “Non-current Assets Held for
Sale and Discontinued Operations” at the reporting date. The agreement was subsequently cancelled in January
2026 as one of the contractual clauses could not be fulfilled.
In February 2026, the Group entered into two shipbuilding contracts for the construction of two Ultramax
newbuildings, each with a deadweight of 64,100 metric tonnes, at a consideration of US$34 million per vessel,
scheduled for delivery in May 2029 and July 2029 respectively.
In March 2026, the Group entered into an agreement for the disposal of a vessel of deadweight 63,485 metric
tonnes, built in year 2014, at a consideration of US$23,455,000. The vessel will be delivered to the purchaser on
or before 15 July 2026.
40. FINANCIAL RISK MANAGEMENT AND POLICIES
The Group is exposed to financial risks through its use of financial instruments which arise from its business
activities. The financial risks include market risk (mainly comprise of interest rate risk, foreign currency risk and
price risk), credit risk and liquidity risk. The management manages and monitors the financial risk exposures to
ensure appropriate measures are implemented on a timely and effective manner. These policies have been in
place for years and are considered to be effective.
142
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(a) Categories of financial instruments
At the reporting date, the carrying amounts of financial instruments presented in the consolidated statement
of financial position related to the following categories of financial assets and financial liabilities:
2025
2024
US$’000
US$’000
Financial assets
Financial assets at fair value through OCI
Unlisted equity investments
4,321
4,948
Unlisted club membership
438
418
4,759
5,366
Financial assets at fair value through profit or loss
Listed equity securities
Investment funds
3,324
2,702
Financial assets at amortized cost
Trade and other receivables
7,279
9,245
Loan receivables
1,577
Pledged deposits
71
329
Bank balances and cash
23,005
108,825
138,434
Financial liabilities
Financial liabilities at fair value through profit or loss
Interest rate swap
294
–
Financial liabilities at amortized cost
Trade and other payables
Amount due to holding company
211
183
Borrowings, secured
114,913
Lease liabilities
167,827
149,855
168,121
149,855
JINHUI SHIPPING AND TRANSPORTATION LIMITED
143
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(b) Interest rate risk
Exposures to interest rate risk and the Group’s risk management policies
Interest rate risk relates to the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rate. The Group’s interest rate risk arises primarily from
bank loans and other borrowings that were committed on floating rate basis.
The Group manages interest rate risk by monitoring its interest rate profile as set out in note 30.
Sensitivity analysis*
Based on the exposures to bank loans of US$87,404,000 (2024: US$97,994,000) at the reporting date, it was
estimated that an increase of 25 (2024: 25) basis points in interest rate, with all other variables remaining
constant, the Group’s net profit would decrease by approximately US$219,000 (2024: US$245,000).
Based on the exposures to other borrowings of US$27,509,000 (2024: nil) at the reporting date, it was
estimated that an increase of 25 (2024: nil) basis points in interest rate, with all other variables remaining
constant, the Group’s net profit would decrease by approximately US$69,000 (2024: nil).
The sensitivity analysis above has been determined as if the change in interest rate had occurred at the
reporting date. The basis of 25 (2024: 25) points increase is considered to be reasonably possible change
based on observation of current market conditions and represents the management’s assessment of a
reasonably possible change in interest rate over the period until the next reporting date.
* The sensitivity analysis disclosed above represents the risks inherent to the Group’s financial instruments as of each
reporting date. The result of the sensitivity analysis may differ from time to time according to the then prevailing market
conditions.
144
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(c) Foreign currency risk
Exposures to foreign currency risk and the Group’s risk management policies
Foreign currency risk relates to the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in foreign exchange rates. The Group’s transactions, assets and liabilities
are mainly denominated in United States Dollars, the functional currency of the Company. Certain of the
Company’s subsidiaries report in Hong Kong Dollars which is linked to United States Dollars at exchange
rate of around US$1.00 to HK$7.80. The Group believes that there will be no significant fluctuation in the
exchange rates between Hong Kong Dollars and United States Dollars.
At the reporting date, the Group was exposed to foreign currency risk primarily through holding certain
bank deposits and investment in equity securities mainly denominated in Singapore Dollars amounting
to SGD683,000 and SGD7,737,000, approximately US$530,000 and US$6,008,000 (2024: SGD798,000
and SGD7,608,000, approximately US$584,000 and US$5,570,000) respectively. In addition, the Group
was exposed through holding certain bank deposits and other borrowings mainly denominated in
Renminbi Dollars, amounting to RMB164,911,000 and RMB192,850,000, approximately US$23,523,000
and US$27,509,000 (2024: nil) respectively.
Sensitivity analysis*
At the reporting date, based on the total exposures to the bank deposits and equity securities mainly
denominated in Singapore Dollars of SGD8,420,000, approximately US$6,538,000 (2024: SGD8,406,000,
approximately US$6,154,000), it was estimated that a depreciation of 5% (2024: 5%) in exchange rate of
Singapore Dollars against United States Dollars would result in a decrease to the Group’s net profit by
approximately US$311,000 (2024: US$293,000) with all other variables remain constant. The sensitivity
analysis had been determined based on the assumed exchange rate movement of Singapore Dollars
(2024: Singapore Dollars) against United States Dollars taking place at the beginning of the year and held
constant throughout the year.
At the reporting date, based on the net exposures to the bank deposits and other borrowings mainly
denominated in Renminbi Dollars of RMB27,939,000, approximately US$3,986,000 (2024: nil), it was
estimated that an appreciation of 5% (2024: nil) in exchange rate of Renminbi Dollars against United
States Dollars would result in a decrease to the Group’s net profit by approximately US$210,000 (2024:
nil) with all other variables remain constant. The sensitivity analysis had been determined based on the
assumed exchange rate movement of Renminbi Dollars (2024: nil) against United States Dollars taking
place at the beginning of the year and held constant throughout the year.
* The sensitivity analysis disclosed above represents the risks inherent to the Group’s financial instruments as of each
reporting date. The result of the sensitivity analysis may differ from time to time according to the then prevailing market
conditions.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
145
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(d) Price risk
Exposures to price risk and the Group’s risk management policies
Price risk relates to the risk that the fair value or future cash flows of a financial instrument will decline
because of adverse market price movements of the financial instrument. The Group is exposed to price
risk primarily through its investments in equity securities and investment funds classified as financial
assets at fair value through profit or loss.
The Group’s portfolio of financial instruments that exposed to price risk at the reporting date is set out
in note 25.
Sensitivity analysis*
Based on the portfolio of equity securities held by the Group at the reporting date, if the quoted prices
of the equity securities had been decreased by 10% (2024: 10%), the Group’s net profit would decrease
by approximately US$2,153,000 (2024: US$1,790,000).
Based on the portfolio of investment funds held by the Group at the reporting date, if the quoted prices
of the investment funds had been decreased by 10% (2024: 10%), the Group’s net profit would decrease
by approximately US$332,000 (2024: US$270,000).
* The sensitivity analysis disclosed above represents the risks inherent to the Group’s financial instruments as of each
reporting date. The result of the sensitivity analysis may differ from time to time according to the then prevailing market
conditions.
146
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(e) Credit risk
Exposures to credit risk and the Group’s risk management policies
Credit risk relates to the risk that the counterparty to a financial instrument would fail to discharge its
contractual obligations under the terms of the financial instrument and cause a financial loss to the Group.
The Group’s exposures to credit risk mainly arises from granting credit to charterers in the ordinary
course of its operations, loan receivables to third parties and deposits or other financial assets placed
with financial institutions.
Management has a credit policy in place for approving the credit limits to charterers and the exposures
to credit risk are monitored such that any outstanding trade receivables are reviewed and followed up on
an ongoing basis. Credit evaluations including assessing the customer’s creditworthiness and financial
standing are performed on customers requiring a credit over certain amount. During the year, impairment
loss of US$539,000 (2024: nil) was provided on trade receivables with outstanding balance of US$44,000
(2024: nil) over one year past due and remaining outstanding balance of US$495,000 (2024: nil) which
the Group considered there was significant increase in credit risk. A reversal of impairment loss on trade
receivables amounting to US$1,848,000 was recognized in 2024, attributable to the recovery of outstanding
trade receivables from prior years. Additionally, no trade receivables was written off as uncollectible during
the year while trade receivables of US$2,351,000 was written off as uncollectible in 2024.
The credit terms given to charterers vary from 15 to 60 days according to the types of vessels’ employment.
For trade receivables, the Group applies a simplified approach in calculating ECL and recognizes a loss
allowance based on lifetime ECL at each reporting date. These are the expected shortfalls in contractual
cash flows, considering the potential for default at any point during the life of the financial assets. In
calculating the ECL, the Group has established a provision matrix that is based on its historical credit
loss experience and external indicators, adjusted for forward-looking factors specific to the debtors and
the economic environment.
To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics
and the days past due.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
147
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(e) Credit risk
(Continued)
Exposures to credit risk and the Group’s risk management policies
(Continued)
On the above basis, the ECL for trade receivables as at 31 December 2025 and 2024 was determined as
follows:
Over Over
3 months 6 months
Within but within but within Over
3 months 6 months 12 months 12 months
Current past due past due past due
past due
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
2025
Trade receivables
– gross carrying amount
1,047
433
574
193
207
2,454
Lifetime ECL
495
–
–
–
207
702
ECL rate
47%
0%
0%
0%
100%
2024
Trade receivables
– gross carrying amount
216
698
147
32
163
1,256
Lifetime ECL
–
–
–
–
163
163
ECL rate
0%
0%
0%
0%
100%
For other receivables and loan receivables arose from the Co-investment, the Group measures the loss
allowance for those receivables equal to 12-month ECL, unless when there has been a significant increase
in credit risk since initial recognition, the Group recognizes lifetime ECL. The assessment of whether
lifetime ECL should be recognized is based on significant increase in the likelihood or risk of default
occurring since initial recognition and the Group also considered the net asset value of the Co-investment
for estimating the ECL for loan receivables. For the result of the assessment, no impairment loss on other
receivables and loan receivables arose from Co-investment was provided as at 31 December 2025 and
2024. The outstanding balance of those receivables of US$7,104,000 (2024: US$9,729,000) are considered
as not deteriorated significantly in credit quality or with low credit risk. Management believes that there
was no significant increase in credit risk inherent in the Group’s outstanding balance of those receivables.
148
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(e) Credit risk
(Continued)
Exposures to credit risk and the Group’s risk management policies
(Continued)
For loan receivables which arise from asset-based financing and secured by collaterals provided by
borrowers, the Group measures the loss allowance for these financial assets equal to 12-month ECL with
taking those collaterals into accounts unless when there has been a significant increase in credit risk since
initial recognition or classified as credit-impaired, the Group recognizes lifetime ECL. The assessment of
whether lifetime ECL should be recognized is based on significant increase in the likelihood or risk of default
occurring since initial recognition or classified as credit-impaired. The loan receivables are reviewed by
the management at the reporting date to assess impairment allowance which are based on the evaluation
of current creditworthiness, collection statistic and the market values of the vessels or similar vessels
which were appraised by independent qualified appraisal firms or recent transactions. The outstanding
balance of those receivables of US$10,500,000 (2024: nil) are considered as not deteriorated significantly
in credit quality or with low credit risk.
For the financial assets at fair value through OCI, the management believes that the credit risk inherent
in the Group is low and counterparties have the capacity to meet their contractual cash flow obligation
in the near term and the ECL recognized is based on the 12-month ECL.
The Group has no significant concentration of credit risk in respect of trade receivables, with exposure
spread over a number of charterers. At the reporting date, the Group did not hold any collateral from
charterers.
Bank deposits are only placed with creditworthy financial institutions. The management does not expect
any financial institutions fail to meet their obligations.
JINHUI SHIPPING AND TRANSPORTATION LIMITED
149
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
40. FINANCIAL RISK MANAGEMENT AND POLICIES
(Continued)
(f) Liquidity risk
Exposures to liquidity risk and the Group’s risk management policies
Liquidity risk relates to the risk that the Group will not be able to meet its obligations associated with
its financial liabilities. The Group is exposed to liquidity risk in respect of settlement of trade and other
payables, its financing obligations and lease liabilities, and also in respect of its cash flow management.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through
the use of bank loans and other borrowings. The management regularly monitors the Group’s current
and expected liquidity requirements and its compliance with lending covenants, to ensure it maintains
sufficient reserves of cash and bank balances, readily realizable marketable equity securities and adequate
committed lines of funding from major financial institutions to meet its liquidity requirement.
The analysis below set out the remaining contractual maturity based on undiscounted cash flow of the
Group’s financial liabilities at the reporting date.
Total
Within In the In the third After the undiscounted Carrying
one year second year to fifth year fifth year amount amount
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
2025
Trade and other payables
16,641
–
–
–
16,641
16,641
Amount due to holding company
211
–
–
–
211
211
Borrowings, secured
15,578
75,358
22,209
14,535
127,680
114,913
Lease liabilities
17,942
13,646
6,707
–
38,295
36,062
50,372
89,004
28,916
14,535
182,827
167,827
2024
Trade and other payables
19,293
–
–
–
19,293
19,293
Amount due to holding company
183
–
–
–
183
183
Borrowings, secured
14,486
14,485
85,532
–
114,503
97,994
Lease liabilities
19,873
5,485
9,088
–
34,446
32,385
53,835
19,970
94,620
–
168,425
149,855
150
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
41. CAPITAL MANAGEMENT
The Group’s capital management objectives are:
(a) to ensure the Group’s ability to continue as a going concern;
(b) to provide adequate returns for shareholders;
(c) to maintain an optimal capital structure to reduce the cost of capital; and
(d) to support the Group’s stability and sustainable growth.
The Group’s capital management strategies are to rely on internal resources and interest-bearing borrowings to
finance the capital expenditures. The management may make adjustments to its capital structure in the light of
changes in economic conditions, recent market values of the Group’s assets as well as the risk characteristics
of the underlying assets through adjusting the amount of dividends paid to shareholders, issuing new shares
or selling assets to reduce debts.
The Group monitors capital structure on the basis of the gearing ratio. This ratio is calculated as net debts (total
interest-bearing debts net of equity and debt securities, bank balances and cash) over total equity. The gearing
ratio of the Group at the reporting date is calculated as follows:
2025
2024
US$’000
US$’000
Secured borrowings repayable within one year
8,287
Secured borrowings repayable after one year
104,456
89,707
Total secured borrowings
114,913
97,994
Less: Equity securities
(21,526)
(17,903)
Less: Bank balances and cash
(89,398)
(23,005)
Net debts
3,989
57,086
Total equity
380,269
371,610
Gearing ratio
1%
15%
JINHUI SHIPPING AND TRANSPORTATION LIMITED
151
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
42. STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CHANGES IN EQUITY OF
THE COMPANY
(a) Statement of financial position of the Company
2025 2024
US$’000 US$’000
ASSETS
Non-current assets
Investment in subsidiaries 8,723 8,723
Current assets
Amount due from subsidiaries 241,853 318,606
Bank balances and cash 50 33
241,903 318,639
Total assets 250,626 327,362
EQUITY AND LIABILITIES
Capital and reserves
Issued capital 5,463 5,463
Reserves 244,353 320,395
Total equity 249,816 325,858
Current liabilities
Other payables 98 818
Amount due to subsidiaries 501 503
Amount due to holding company 211 183
810 1,504
Total equity and liabilities 250,626 327,362
152
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
42. STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CHANGES IN EQUITY OF
THE COMPANY
(Continued)
(b) Statement of changes in equity of the Company
Issued
capital
Share
premium
Capital
redemption
reserve
Contributed
surplus
Retained
profits
Total
equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 1 January 2024
5,463 95,585 719 16,297 168,260 286,324
Profit and total comprehensive
income for the year
– – – – 39,534 39,534
At 31 December 2024
5,463 95,585 719 16,297 207,794 325,858
At 1 January 2025
5,463 95,585 719 16,297 207,794 325,858
Loss and total comprehensive
loss for the year – – – – (72,764) (72,764)
2024 final dividend paid – – – – (3,278) (3,278)
At 31 December 2025 5,463 95,585 719 16,297 131,752 249,816
JINHUI SHIPPING AND TRANSPORTATION LIMITED
153
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
43. PRINCIPAL SUBSIDIARIES
Issued and Attributable Attributable
paid-up capital / equity interest equity interest Principal Place of
Nameregistered capitalat 31/12/2025at 31/12/2024activitiesoperation
Incorporated in Bermuda
#
Jinhui MetCoke Limited
12,000 ordinary shares
100%
100%
Investment
Worldwide
of US$1 eachholding
Incorporated in the British Virgin Islands
Advance Rich Limited
1 share
100%
100%
Investment
Worldwide
of US$1 each
Atwell Enterprises Limited
1 share
100%
100%
Ship chartering
Worldwide
of US$1 each
Elstead Limited
100 shares
100%
100%
Ship chartering
Worldwide
of US$1 each
#
Jin Hui Shipping Inc.
50,000 shares
100%
100%
Investment
Worldwide
of US$1 eachholding
#
Jinhui Investments Limited
1 share
100%
100%
Investment
Worldwide
of US$1 eachholding
Timeplus Limited
1,000 shares
100%
100%
Ship chartering
Worldwide
of US$1 each
Wokefield Enterprises Limited
1 share
100%
100%
Ship chartering
Worldwide
of US$1 each
154
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
Issued and Attributable Attributable
paid-up capital / equity interest equity interest Principal Place of
Nameregistered capitalat 31/12/2025at 31/12/2024activitiesoperation
Incorporated in Hong Kong
Fair Fait International Limited
HK$2 divided into
100%
100%
Property
Hong Kong
2 ordinary sharesinvestment
Goldbeam International Limited
HK$5,000,000
100%
100%
Ship
Hong Kong
divided into management
5,000,000 services,
ordinary sharesshipping
agent and
investment
Good Sunshine Limited
HK$1 divided into
100%
100%
Property
Hong Kong
1 ordinary shareinvestment
Jinhui Finance (Hong Kong) HK$10,000 divided into
100%
100%
Money
Hong Kong
Limited10,000 ordinary shareslending
Leadford Industries Limited
HK$2 divided into
100%
100%
Property
Hong Kong
2 ordinary sharesinvestment
Monocosmic Limited
HK$10,000 divided into
100%
100%
Property
Hong Kong
10,000 ordinary sharesinvestment
Noble Talent Development HK$1 divided into
100%
100%
Property
Hong Kong
Limited1 ordinary shareinvestment
Ringo Star Company Limited
HK$2 divided into
100%
100%
Property
Hong Kong
2 ordinary sharesinvestment
Smarty Goal Limited
HK$1 divided into
100%
100%
Property
Hong Kong
1 ordinary shareinvestment
Union Gold Limited
HK$1 divided into
100%
100%
Property
Hong Kong
1 ordinary shareinvestment
43. PRINCIPAL SUBSIDIARIES
(Continued)
JINHUI SHIPPING AND TRANSPORTATION LIMITED
155
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
Issued and Attributable Attributable
paid-up capital / equity interest equity interest Principal Place of
Nameregistered capitalat 31/12/2025at 31/12/2024activitiesoperation
Incorporated in the Republic of Liberia
Galsworthy Limited
1 registered share
100%
100%
Ship chartering
Worldwide
of US$1 each
Goldbeam Shipping Inc.
100 registered shares
100%
100%
Ship chartering
Worldwide
of US$1 each
Paxton Enterprises Limited
500 registered shares
100%
100%
Ship chartering
Worldwide
of US$1 each
Sompol Trading Limited
10 registered shares
100%
100%
Ship chartering
Worldwide
of US$1 each
Wonder Enterprises Ltd.
500 registered shares
100%
100%
Ship chartering
Worldwide
of US$1 each
Incorporated in the Republic of Panama
Huafeng Shipping Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinan Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinao Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinbi Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinchao Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jincheng Maritime Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
43. PRINCIPAL SUBSIDIARIES
(Continued)
156
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
Issued and Attributable Attributable
paid-up capital / equity interest equity interest Principal Place of
Nameregistered capitalat 31/12/2025at 31/12/2024activitiesoperation
Incorporated in the Republic of Panama
(Continued)
Jinfeng Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinhan Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinheng Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinhong Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinhui Marine Inc.
2 common shares
100%
100%
Ship chartering
Worldwide
of US$1 each
Jinli Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinmei Marine Inc.
2 registered shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinming Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinping Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinrui Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinsheng Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
43. PRINCIPAL SUBSIDIARIES
(Continued)
JINHUI SHIPPING AND TRANSPORTATION LIMITED
157
ANNUAL REPORT 2025
Notes to the Consolidated Financial Statements
Year ended 31 December 2025
Issued and Attributable Attributable
paid-up capital / equity interest equity interest Principal Place of
Nameregistered capitalat 31/12/2025at 31/12/2024activitiesoperation
Incorporated in the Republic of Panama
(Continued)
Jinwan Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinxiang Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinxing Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinyao Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinyi Shipping Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinyuan Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinyue Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Jinzhou Marine Inc.
2 common shares
100%
100%
Ship owning
Worldwide
of US$1 each
Rimpacific Navigation Inc.
2 common shares
100%
100%
Ship chartering
Worldwide
of US$1 each
# These are direct subsidiaries of the Company. All other companies are indirect subsidiaries.
43. PRINCIPAL SUBSIDIARIES
(Continued)
158
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Glossary
This glossary contains the abbreviations and main terms used in the 2025 annual report.
Abbreviations / Main terms Meanings in the annual report
Board Board of Directors;
BWTS Ballast Water Treatment System;
Chairman Chairman of the Board;
China / PRC The People’s Republic of China;
CII Carbon Intensity Indicator;
CO
2
Carbon Dioxide;
Company / Jinhui Shipping Jinhui Shipping and Transportation Limited, a limited liability company
incorporated in Bermuda and an approximately 55.69% direct subsidiary of
Jinhui Holdings as at 31 December 2025, whose shares are listed on the Oslo
Stock Exchange (Euronext Oslo Børs) (stock code: JIN);
Company Code
A set of code adopted by the Company, which sets out the corporate standards
and practices used by the Group;
Director(s) Director(s) of the Company;
DWT Deadweight tonnage;
ECL Expected credit loss;
EEDI Energy Efficiency Design Index;
EEOI Energy Efficiency Operational Indicator;
EEXI Energy Efficiency Existing Ship Index:
ETS Emissions Trading System;
Euronext Securities Oslo the Norwegian Central Securities Depository, formerly known as Verdipapirsentralen
ASA (VPS);
JINHUI SHIPPING AND TRANSPORTATION LIMITED
159
ANNUAL REPORT 2025
Glossary
Abbreviations / Main terms Meanings in the annual report
GHG Greenhouse Gas;
Group Company and its subsidiaries;
HKAS Hong Kong Accounting Standards;
HKFRS Hong Kong Financial Reporting Standards;
HKICPA Hong Kong Institute of Certified Public Accountants;
Hong Kong The Hong Kong Special Administrative Region of the PRC;
IAS International Accounting Standards;
IASB The International Accounting Standards Board;
IFRS IFRS Accounting Standards;
IMO The International Maritime Organization;
ISM Code The International Safety Management Code;
ISPS Code The International Ship and Port Facility Security Code;
Jinhui Holdings Jinhui Holdings Company Limited, a company incorporated in Hong Kong and
its shares are listed on the Main Board of the Hong Kong Stock Exchange (stock
code: 137);
LSP Long service payment;
MARPOL The International Convention for the Prevention of Pollution from Ships;
MLC Code Maritime Labour Convention, 2006;
MPF Mandatory provident fund;
Nordea Bank Nordea Bank Abp, Filial i Norge;
Norwegian Code of Practice The Norwegian Code of Practice for Corporate Governance issued by the
Norwegian Corporate Governance Board;
160
JINHUI SHIPPING AND TRANSPORTATION LIMITED
ANNUAL REPORT 2025
Glossary
Abbreviations / Main terms Meanings in the annual report
Shareholder(s) Shareholder(s) of the Company;
SEEMP Ship Energy Efficiency Management Plan;
STCW Convention The International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers;
VAT Value added tax;
HK$ Hong Kong Dollars, the lawful currency of Hong Kong;
RMB Renminbi, the lawful currency of the PRC;
SGD Singapore Dollars, the lawful currency of Singapore; and
US$ United States Dollars, the lawful currency of the United States of America.
JINHUI SHIPPING
AND TRANSPORTATION LIMITED
2025
ANNUAL
REPORT