AI assistant
APEX — Audit Report / Information 2025
May 12, 2026
52284_rns_2026-05-12_ed63a851-3231-4cfe-b262-ebfdbf4bf99d.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Financial Statements
and Independent Auditors' Review Report
For the Years Ended December 31, 2025 and 2024
(Stock Code: 3052)
Company address: 4F, No.112, Xinmin St., Zhonghe Dist., New Taipei City
Tel: (02)2223-4099
~1~
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Financial Statements and Independent Auditors' Review Report for
Years 2025 and 2024
Contents
| Item | Page |
|---|---|
| I. Cover | 1 |
| II. Contents | 2 |
| III. Statements | 3 |
| IV. Independent Auditors’ Report | 4-7 |
| V. Consolidated Balance Sheets | 8-9 |
| VI. Consolidated Statements of Comprehensive Income | 10 |
| VII. Consolidated Statements of Changes in Equity | 11 |
| VIII. Consolidated Statements of Cash Flows | 12-13 |
| IX. Notes to Consolidated Financial Report | 14-71 |
| 1. Company development and business scope | 14 |
| 2. Approval date and procedure of financial statements | 14 |
| 3. Application of newly promulgated and revised criteria and interpretation | 14-15 |
| 4. Summary description of crucial accounting policy | 16-30 |
| 5. Main source of major accounting judgment, estimate and assumption uncertainty | 30-31 |
| 6. Description of important accounting items | 31-58 |
| 7. Transactions of related parties | 58 |
| 8. Assets in pledge | 58-59 |
| 9. Significant contingent liabilities and outstanding contractual commitments | 59 |
| 10. Major disaster loss | 59 |
| 11. Major subsequent events | 60 |
| 12. Others | 60-69 |
| 13. Disclosure of notes | 69-70 |
| 14. Department information | 70-71 |
~2~
~3~
APEX Science & Engineering Corp.
Declaration of Consolidated Financial Statements of Affiliates
For the year 2025 (from Jan. 1, 2025 to Dec. 31, 2025), the Company should be included in the companies that should prepare associated enterprises’ consolidated financial statements in accordance with Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises. The Company is the same to the companies preparing parent-subsidiary companies’ consolidated financial statements according to International Financial Reporting Standard 10. However, the information that should be disclosed in associated enterprises’ consolidated financial statements has been disclosed in parent-subsidiary companies’ consolidated financial statements. So, there is no needed to prepare associated enterprises’ consolidated financial statements separately.
Sincerely,
Company Name: APEX Science & Engineering Corp.
Representative: Kuo, Kuo-Hua
March 11, 2026
Independent Auditors' Report
(2026) Cai-Shen-Bao-Zi No.25005288
To the Board of Directors and Shareholders of Apex Science & Engineering Corp.:
Opinions
The Consolidated Balance Sheet of Apex Science & Engineering Corp. and Its Subsidiary Companies (hereinafter referred to as "Apex Group") as of December 31, 2025 and 2024, the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flow, as well as the Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) of Apex Group for the financial year ended December 31, 2025 and 2024.
In our opinion, the aforementioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and December 31, 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and December 31, 2024, in conformity with the requirements of the Regulations governing the preparation of financial reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee, or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Apex Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 Consolidated Financial Statements. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters of 2025 Consolidated Financial Statements of Apex Group are as follows:
Accuracy of Construction Revenue Recognition
Explanation of the matter
The accounting policies, accounting estimates and relevant subjects related to recognition of construction revenue are detailed on Notes 4(y), 5(b) and 6(w) to the Consolidated Financial Statements.
The principal business of Apex Group consists of construction and engineering related works and services, revenue is recorded in accordance with the percentage of completion per contractual terms during the period of engineering contract. The degree of completion is determined based on the percentage of costs incurred to date at the end of the reporting period relative to the total estimated costs for each contract. As the aforementioned total estimated costs involve accounting estimates and are therefore subject to uncertainty, and such estimates directly affect the determination of the degree of completion and the recognition of construction revenue, we have identified the accuracy of construction revenue recognition as a key audit matter.
Corresponding audit procedures
We performed the following audit procedures on the particular aspects indicated by key audit matters:
- We understood and evaluated the reasonableness of policies and procedures adopted for recognition of construction revenue.
- We obtained the newly-increased engineering contract, confirmed the consistency between the total price used to calculate the construction revenue and the contractual stipulation, sampled and inspected the preliminary project budget checklist approved by the project management department and confirmed the consistency in basis used for estimate of the total cost and calculation of the stage of completion.
- We verified the evidence documents of major works added or reduced in the corresponding period to confirm that changes in the estimate of the total cost have been recognized appropriately.
- We obtained the details of cost invested in the corresponding period, sampled and inspected relevant vouchers, checked them against the items listed in accounts to confirm that the amount of cost used for calculation of the stage of completion is appropriate, and checked the accuracy of the percentage of completion.
Other Matters - Individual Report
The Parent Company Only Financial Statements of Apex Science & Engineering Corp. for Year 2025 and Year 2024 have been prepared, duly audited by the CPAs with a clean Audit Report with unqualified opinion issued for reference.
Responsibility of the Management and the Governing body for the Consolidated Financial Statements
To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.
In preparing the Consolidated Financial Statements, Management is responsible for assessing the ability to continue as a going concern of Apex Group, disclosing as applicable,
matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its Subsidiaries or to cease operations, or has no realistic alternative but to do so.
The Governing Bodies of Apex Group (including the Audit Committee) have the responsibility to oversee the financial reporting process.
Responsibilities of the CPAs in Auditing the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about the Consolidated Financial Statements as a whole whether they are free from material misstatement due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement may result from fraud and error. A misstatement can be considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identity and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud and 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 internal control of Apex Group.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of Apex Group. 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 Apex Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the accompanying Notes, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of individual entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We as independent auditors are responsible for
~6~
the guidance, supervision, and implementation of the Group's audit and responsible for forming audit opinions on the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those entrusted with governance duties, we determine those matters that were of most significance in the audit of 2025 Consolidated Financial Statements of Apex Group 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.
PwC Taiwan
Chen, Ching-Chang
CPA
Liao, Fu-Ming
Financial Supervisory Commission
Approval Number:
Jin-Guan-Zheng-Shen-Zi No. 1060025060
Jin Guang Zheng Shen No. 1090350620
March 11, 2026
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Balance Sheets
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current Assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 709,549 | 5 | $ 261,867 | 3 |
| 1136 | Financial assets at amortized cost - current | 6(2) | 137,964 | 1 | 350,381 | 3 |
| 1140 | Contract assets - current | 6(23) | 370,966 | 3 | 281,474 | 3 |
| 1150 | Notes receivable, net | 6(3) | 2,322 | - | 975 | - |
| 1170 | Accounts receivable, net | 6(3) | 149,921 | 1 | 72,964 | 1 |
| 1200 | Other accounts receivable | 6(4) | 3,810,938 | 28 | 5,141,810 | 51 |
| 1220 | Current income tax assets | 897 | - | 2,655 | - | |
| 130X | Inventory | 6(5) and 8 | 1,121,456 | 8 | 1,088,815 | 11 |
| 1410 | Prepayments | 6(6) | 385,027 | 3 | 545,415 | 5 |
| 1470 | Other current assets | 6(7) and 8 | 6,537,648 | 49 | 1,868,100 | 19 |
| 11XX | Total current assets | 13,226,688 | 98 | 9,614,456 | 96 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(8) | 72,711 | 1 | 77,216 | 1 |
| 1600 | Property, plant and equipment | 6(10) and 8 | 88,264 | 1 | 84,101 | 1 |
| 1755 | Right-of-use assets | 6(11) | 3,329 | - | 8,100 | - |
| 1760 | Investment properties, net | 6(12) and 8 | 63,617 | - | 64,028 | - |
| 1840 | Deferred tax assets | 6(30) | 4,003 | - | 7,742 | - |
| 1900 | Other non-current assets | 8 | 17,612 | - | 172,270 | 2 |
| 15XX | Total non-current assets | 249,536 | 2 | 413,457 | 4 | |
| 1XXX | Total assets | $ 13,476,224 | 100 | $ 10,027,913 | 100 |
(To be continued on the next page)
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Balance Sheets
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current Liabilities | ||||||
| 2100 | Short-term borrowings | 6(13) | $ 781,058 | 6 | $ 797,068 | 8 |
| 2110 | Short-term bills payable | 6(14) | 280,000 | 2 | 180,000 | 2 |
| 2130 | Contract liabilities - current | 6(23) | 193,274 | 1 | 67,151 | 1 |
| 2150 | Notes payable | 14,486 | - | 7,762 | - | |
| 2170 | Accounts payable | 6(15) | 604,089 | 5 | 426,549 | 4 |
| 2200 | Other accounts payable | 79,063 | 1 | 71,032 | 1 | |
| 2230 | Current tax liabilities | 27,463 | - | 61,329 | - | |
| 2280 | Lease liabilities - current | 3,109 | - | 4,854 | - | |
| 2320 | Long-term liabilities due within one year or one business cycle | 6(17)(18) | ||||
| 2399 | Other current liabilities - others | 6(16) | 1,761,664 | 13 | 2,788,803 | 28 |
| 21XX | Total current liabilities | 6,116,695 | 45 | 1,605,172 | 16 | |
| Non-current Liabilities | ||||||
| 2530 | Bonds payable | 6(17) | - | - | 498,870 | 5 |
| 2540 | Long-term borrowings | 6(18) | 11,667 | - | 28,884 | - |
| 2570 | Deferred tax liabilities | 6(30) | 54 | - | 144 | - |
| 2580 | Lease liabilities - non-current | 279 | - | 3,325 | - | |
| 2600 | Other non-current liabilities | 434 | - | 354 | - | |
| 25XX | Total non-current liabilities | 12,434 | - | 531,577 | 5 | |
| 2XXX | Total liabilities | 9,873,335 | 73 | 6,541,297 | 65 | |
| Equity Attributable to Owners of the Parent | ||||||
| Capital Stock | 6(20) | |||||
| 3110 | Ordinary share capital | 2,332,457 | 17 | 2,352,457 | 24 | |
| Capital Surplus | 6(21) | |||||
| 3200 | Capital Surplus | 309,825 | 2 | 295,433 | 3 | |
| Retained Earnings | 6(22) | |||||
| 3310 | Legal reserve | 351,380 | 3 | 331,407 | 3 | |
| 3320 | Special reserve | 3,175 | - | 21,990 | - | |
| 3350 | Unappropriated earnings | 780,630 | 6 | 674,218 | 7 | |
| Other Equity | ||||||
| 3400 | Other Equity | ( 7,670 ) | - ( | 3,175 ) | - | |
| 3500 | Treasury Stock | 6(20) and 8 | ( 255,837 ) | ( 2 ) | ( 276,485 ) | ( 3 ) |
| 31XX | Total equity attributable to shareholders of Parent company | 3,513,960 | 26 | 3,395,845 | 34 | |
| 36XX | Non-controlling Interests | 4(3) | 88,929 | 1 | 90,771 | 1 |
| 3XXX | Total equity | 3,602,889 | 27 | 3,486,616 | 35 | |
| Significant contingent liabilities and outstanding contractual commitments | 9 | |||||
| Major subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 13,476,224 | 100 | $ 10,027,913 | 100 |
The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
(Except for earnings per share)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating Revenue | 6(23) | $ 3,420,125 | 100 | $ 2,659,786 | 100 |
| 5000 | Operating Costs | 6(5)(28)(29) | ( 2,989,936) | ( 87) | ( 2,298,785) | ( 87) |
| 5900 | Gross Profit | 430,189 | 13 | 361,001 | 13 | |
| Operating Expenses | 6(28)(29) | |||||
| 6100 | Selling and marketing expenses | ( 34,569) | ( 1) | ( 37,487) | ( 1) | |
| 6200 | General and administrative expenses | ( 130,260) | ( 4) | ( 130,613) | ( 5) | |
| 6300 | Research and development expenses | ( 1,799) | - | ( 2,299) | - | |
| 6450 | Expected credit impairment loss | 12(2) | ( 771) | - | - | - |
| 6000 | Total operating expenses | ( 167,399) | ( 5) | ( 170,399) | ( 6) | |
| 6900 | Operating Income | 262,790 | 8 | 190,602 | 7 | |
| Non-operating Income and Expenses | ||||||
| 7100 | Interest income | 6(24) | 35,826 | 1 | 61,766 | 2 |
| 7010 | Other Revenue | 6(25) | 14,057 | - | 4,958 | - |
| 7020 | Other gains and losses | 6(26) | ( 1,751) | - | 21,684 | 1 |
| 7050 | Finance costs | 6(27) | ( 32,100) | ( 1) | ( 32,960) | ( 1) |
| 7060 | Share of profit or loss of associates and joint ventures accounted for using equity method | 6(9) | ||||
| 7000 | Total non-operating income and expenses | - | - | 7,748 | - | |
| 7900 | Income before Tax | 16,032 | - | 63,196 | 2 | |
| 7950 | Income tax expenses | 6(30) | ( 52,864) | ( 2) | ( 50,856) | ( 2) |
| 8200 | Net Income for the current period | $ 225,958 | 6 | $ 202,942 | 7 | |
| Other comprehensive income | ||||||
| Items that will not be reclassified subsequently to profit or loss | ||||||
| 8316 | Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income | 6(8) | ||||
| ($ 1,839) | - | $ 4,019 | - | |||
| ( 1,839) | - | 4,019 | - | |||
| Items that may be reclassified subsequently to profit or loss | ||||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | - | - | 12,863 | 1 | |
| 8367 | Net unrealized gain/loss on debt investments measured at fair value through other comprehensive income | 6(8) | ||||
| ( 2,666) | - | 1,467 | - | |||
| ( 2,666) | - | 14,330 | 1 | |||
| 8300 | Other comprehensive income (loss), after tax | ($ 4,505) | - | $ 18,349 | 1 | |
| 8500 | Total Comprehensive Income | $ 221,453 | 6 | $ 221,291 | 8 | |
| Net profit attributable to: | ||||||
| 8610 | The Parent company Owner | $ 224,193 | 6 | $ 199,727 | 7 | |
| 8620 | Non-controlling Interests | 1,765 | - | 3,215 | - | |
| $ 225,958 | 6 | $ 202,942 | 7 | |||
| Total comprehensive income attributable to: | ||||||
| 8710 | The Parent company Owner | $ 219,698 | 6 | $ 218,060 | 8 | |
| 8720 | Non-controlling Interests | 1,755 | - | 3,231 | - | |
| $ 221,453 | 6 | $ 221,291 | 8 | |||
| Basic earnings per share | 6(31) | |||||
| 9750 | Basic earnings per share | $ | 1.10 | $ | 0.98 | |
| Diluted earnings per share | 6(31) | |||||
| 9850 | Diluted earnings per share | $ | 1.09 | $ | 0.97 |
The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2023 and 2024
Unit: NT$1,000
| Equity Attributable to Owners of the Parent | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other Equity | Treasury Stock | Non-controlling Interests | Total Equity | |||||||||
| Ordinary share capital | Capital Surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translating the financial statements of foreign operations | Unrealized gains or losses on financial assets at fair value through other comprehensive income | |||||||
| 2024 | |||||||||||||
| Balance as of January 1, 2024 | $ 2,306,723 | $ 285,001 | $ 310,928 | $ 19,414 | $ 634,749 | ( $ 13,346 ) | ( $ 8,645 ) | ($ 276,485 ) | $ 3,258,339 | $ 88,676 | $ 3,347,015 | ||
| Consolidated net profit for the period | - | - | - | - | 199,727 | - | - | - | 199,727 | 3,215 | 202,942 | ||
| Other Comprehensive Income | 6(8) | - | - | - | - | - | 12,863 | 5,470 | - | 18,333 | 16 | 18,349 | |
| Total Comprehensive Income | - | - | - | - | 199,727 | 12,863 | 5,470 | - | 218,060 | 3,231 | 221,291 | ||
| Appropriation of earnings in 2023: | 6(22) | ||||||||||||
| Provision for legal reserve | - | - | 20,479 | - | ( 20,479 ) | - | - | - | - | - | - | ||
| Provision of special reserve | - | - | - | 2,576 | ( 2,576 ) | - | - | - | - | - | - | ||
| Cash | - | - | - | - | ( 91,469 ) | - | - | - | ( 91,469 ) | - | ( 91,469 ) | ||
| Stock dividends | 45,734 | 43 | - | - | ( 45,734 ) | - | - | - | 43 | - | 43 | ||
| Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks | - | 10,389 | - | - | - | - | - | - | 10,389 | - | 10,389 | ||
| Non-controlling interest decrease | - | - | - | - | - | - | - | - | - | ( 1,136 ) | ( 1,136 ) | ||
| Disposal of Subsidiaries | - | - | - | - | - | 483 | - | - | 483 | - | 483 | ||
| Balance as of December 31, 2024 | $ 2,352,457 | $ 295,433 | $ 331,407 | $ 21,990 | $ 674,218 | $ - | ( $ 3,175 ) | ($ 276,485 ) | $ 3,395,845 | $ 90,771 | $ 3,486,616 | ||
| 2025 | |||||||||||||
| Balance as of January 1, 2025 | $ 2,352,457 | $ 295,433 | $ 331,407 | $ 21,990 | $ 674,218 | $ - | ( $ 3,175 ) | ($ 276,485 ) | $ 3,395,845 | $ 90,771 | $ 3,486,616 | ||
| Consolidated net profit for the period | - | - | - | - | 224,193 | - | - | - | 224,193 | 1,765 | 225,958 | ||
| Other Comprehensive Income | 6(8) | - | - | - | - | - | - | ( 4,495 ) | - | ( 4,495 ) | ( 10 ) | ( 4,505 ) | |
| Total Comprehensive Income | - | - | - | - | 224,193 | - | ( 4,495 ) | - | 219,698 | 1,755 | 221,453 | ||
| Appropriation of earnings in 2024: | 6(22) | ||||||||||||
| Provision for legal reserve | - | - | 19,973 | - | ( 19,973 ) | - | - | - | - | - | - | ||
| Reversal of special reserve | - | - | - | ( 18,815 ) | 18,815 | - | - | - | - | - | - | ||
| Cash | - | - | - | - | ( 116,623 ) | - | - | - | ( 116,623 ) | - | ( 116,623 ) | ||
| Difference between consideration and carrying amount of subsidiaries acquired | - | 1,609 | - | - | - | - | - | - | 1,609 | - | 1,609 | ||
| Cancellation of treasury stock | 6(20) | ( 20,000 ) | ( 648 ) | - | - | - | - | - | 20,648 | - | - | - | |
| Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks | - | 13,431 | - | - | - | - | - | - | 13,431 | - | 13,431 | ||
| Non-controlling interest decrease | - | - | - | - | - | - | - | - | - | ( 3,597 ) | ( 3,597 ) | ||
| Balance as of December 31, 2025 | $ 2,332,457 | $ 309,825 | $ 351,380 | $ 3,175 | $ 780,630 | $ - | ( $ 7,670 ) | ($ 255,837 ) | $ 3,513,960 | $ 88,929 | $ 3,602,889 |
The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
| Notes | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net income before tax for the period | $ 278,822 | $ 253,798 | |
| Adjustments for | |||
| Losses of income and expenses | |||
| Depreciation expenses (Investment properties included) | 6(10)(12)(28) | 4,355 | 3,802 |
| Depreciation expenses of right-of-use assets | 6(28) | 4,771 | 5,536 |
| Amortization expenses | 6(28) | 3,104 | 2,432 |
| Interest income | 6(24) | ( 35,826 ) | ( 61,766 ) |
| Dividend income | 6(25) | ( 1,200 ) | ( 1,086 ) |
| Expected credit impairment loss | 12(2) | 771 | - |
| Loss on disposal of investments | 6(26) | - | 13,227 |
| Gain on disposal of property, plants and equipment | 6(26) | - | ( 28,001 ) |
| Interest expenses | 6(27) | 32,100 | 32,960 |
| Share of profit or loss of associates and joint ventures accounted for using equity method | 6(9) | - | ( 7,748 ) |
| Changes in operating assets and liabilities | |||
| Net changes in operating assets | |||
| Contract assets | ( 90,395 ) | 22,702 | |
| Notes receivable | ( 1,347 ) | 878 | |
| Accounts receivable | ( 76,825 ) | ( 2,805 ) | |
| Other accounts receivable | 1,351,893 | 288,190 | |
| Inventory | ( 21,491 ) | ( 136,167 ) | |
| Prepayments | 160,388 | 59,582 | |
| Other current assets | ( 47,214 ) | 21,424 | |
| Net changes in operating liabilities | |||
| Contract liabilities | 126,123 | ( 40,098 ) | |
| Notes payable | 6,724 | 1,498 | |
| Accounts payable | 177,540 | 46,482 | |
| Other accounts payable | 8,393 | ( 31,400 ) | |
| Other current liabilities | 30,062 | ( 16,024 ) | |
| Other non-current liabilities | 80 | 18 | |
| Cash generated from operations | 1,910,828 | 427,434 | |
| Cash collected from interest income | 20,273 | 9,072 | |
| Cash paid for interest expenses | ( 43,007 ) | ( 35,600 ) | |
| Income tax paid for the period | ( 85,593 ) | ( 23,881 ) | |
| Net cash generated from operating activities | 1,802,501 | 377,025 |
(To be continued on the next page)
Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
| Notes | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Decrease (Increase) in financial assets at amortized cost | 6(2) | $ 212,417 | ($ 350,381) |
| Acquisition of financial assets at fair value through other comprehensive income | 6(8) | - | ( 63,780) |
| Acquisition of property, plants and equipment | 6(10) | ( 8,107) | ( 3,804) |
| Proceeds from disposal of property, plants and equipment | - | 62,370 | |
| Increase in restricted assets | ( 140,872) | ( 1,091,964) | |
| Decrease (increase) in other non-current assets | 151,554 | ( 3,811) | |
| Proceeds from disposal of subsidiaries | 6(9) | - | 212,524 |
| Net cash inflows (outflows) from investing activities | 214,992 | ( 1,238,846) | |
| Cash flows from financing activities | |||
| Proceeds from short-term borrowings | 2,776,928 | 5,945,843 | |
| Repayments of short-term borrowings | ( 2,792,938) | ( 5,957,755) | |
| Increase in short-term notes payable | 6(32) | 100,000 | 70,000 |
| Proceeds from long-term borrowings | 1,266,845 | 2,825,925 | |
| Repayments of long-term borrowings | ( 2,810,676) | ( 1,912,277) | |
| Repayment of the principal portion of lease liabilities | ( 4,791) | ( 5,451) | |
| Cash dividends distributed | ( 103,192) | ( 81,080) | |
| Non-controlling interest changes | ( 1,987) | ( 1,136) | |
| Odd lot stock funds | - | 43 | |
| Net cash generated from (used in) financing activities | ( 1,569,811) | 884,112 | |
| Exchange Influence | - | ( 25) | |
| Increase in cash and cash equivalents of the period | 447,682 | 22,266 | |
| Balance of cash and cash equivalents at the beginning of the period | 261,867 | 239,601 | |
| Balance of cash and cash equivalents at the end of the period | $ 709,549 | $ 261,867 |
The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
Apex Science & Engineering Corp. and Its Subsidiary Companies
Notes to Consolidated Financial Report
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
(Unless otherwise noted)
- Company development and business scope
Apex Science & Engineering Corp. (hereinafter referred to as "the Company") was established on August 9, 1976, formerly known as APEX Engineering Co., Ltd. and changed its name to Apex Science & Engineering Corp. in 2001. The Company and subsidiaries (generally called the "Group") work for projects in mechanical engineering, instrument engineering, environment engineering, related electrical products manufacturing and sales, entrusted construction of factories, residential and commercial building, as well as development of special zones, etc. The Company's shares started for sale on the Taiwan Stock Exchange Corporation in November 1995.
- Approval date and procedure of financial statements
The consolidated financial report was approved by the Board of Directors on March 11, 2026.
- Application of newly promulgated and revised criteria and interpretation
(1) Already adopted newly promulgated, revised and issued IFRSs recognized by the Financial Supervisory Commission (FSC)
The table below summarizes the newly issued, amended, and revised International Financial Reporting Standards (IFRS) and Interpretations applicable in 2025, as approved and announced by the Financial Supervisory Commission:
| Newly promulgated/amended/revised standards and interpretations | The effective date of issuance by IASB |
|---|---|
| Amendment to IAS 21 "Lack of Exchangeability" | January 1, 2025 |
Upon appraisal by the Group, the standards and interpretations do not have significant impacts on the Group's financial situation or financial performance.
(2) Have not adopted the impacts of newly promulgated IFRSs (and amendments) recognized by FSC
The following table sets forth the standards and interpretations of the new issuance, amendment, and revision of the IFRSs applicable and effective in 2026 approved by the FSC:
~15~
| Newly promulgated/amended/revised standards and interpretations | The effective date of issuance by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 "Amendments to the Classification and Measurement of Financial Instruments" | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 "Contracts Related to Natural Power" | January 1, 2026 |
| IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendments to IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendment to IFRS 17 "Initial Application of IFRS 17 and IFRS 9 -Comparative Information" | January 1, 2023 |
| Annual Improvements to IFRS Accounting Standards - Volume 11 | January 1, 2026 |
Upon appraisal by the Group, the standards and interpretations do not have significant impacts on the Group's financial situation or financial performance.
(3) IASB has promulgated the impacts of IFRSs, which hasn't been recognized by FSC
The following table collects standards and interpretations that have been promulgated newly, amended and revised in IFRSs effectively recognized by FSC:
| Promulgated/amended/revised standards and interpretations | The effective date of issuance by IASB |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets To be decided by IASB between an Investor and its Associate or Joint Venture" | |
| IFRS 18 "Presentation and Disclosure of Financial Statements" | January 1, 2027 (Note) |
| IFRS 19 "Subsidiaries without Public Accountability: Disclosures" | January 1, 2027 |
| Amendments to IAS 21 “Translation into a Hyperinflationary Presentation Currency” | January 1, 2027 |
Note: In its press release dated September 25, 2025, the Financial Supervisory Commission announced that publicly listed companies will be required to adopt International Financial Reporting Standard 18 (hereinafter referred to as “IFRS 18”) starting from fiscal year 2028. Furthermore, entities that wish to adopt IFRS 18 earlier may elect for early adoption upon the FSC’s endorsement of IFRS 18.
Except as described below, upon appraisal by the Group, the standards and interpretations do not have significant impacts on the Group's financial situation or financial performance:
IFRS 18 "Presentation and Disclosure of Financial Statements"
IFRS 18 "Presentation and Disclosure of Financial Statement" replaces IAS 1 and updates the framework of the income statement, as well as adds disclosure of management performance measures, and strengthens the principles of aggregation and disaggregation applied to the primary financial statements and notes.
- Summary description of crucial accounting policy
Major accounting policies of preparing this consolidated financial report are as follows. Unless otherwise noted, such policies will apply during reporting period.
(1) Declaration of conformity
The consolidated financial report is prepared based on financial report preparation standard for securities issuers and those International Financial Reporting Standards, International Accounting Standards, interpretations and bulletin (IFRSs) recognized by FRS for issuance and effectiveness.
(2) Basis of preparation
a. Except for the important items below, the consolidated financial statements are prepared based on historical cost:
Financial assets at fair value through other comprehensive income.
b. In preparing financial reports conforming to IFRSs, some important accounting estimates need to be used; in applying the Group's accounting policies, the management also needs to make judgments; for items related to high judgment or complexity, or items related to major assumptions and estimates in consolidated financial report, please refer to Notes 5.
(3) Consolidation basis
a. Principle of preparing consolidated financial report
(a) The Group takes all subsidiaries as individuals of preparing consolidated financial report. Subsidiary refers to individual controlled by the Group (including structural bodies). When the Group is involved in individual's remuneration change or enjoys the rights of changing remuneration, or is capable to influence such remuneration, the Group controls the individual. After taking control of subsidiary, the subsidiary is taken into consolidated financial report, but stops consolidation from the date of losing the control.
(b) In the Group, companies' transactions, balances and unrealized gain or loss have been eliminated. Subsidiary's accounting policy has been adjusted as necessary and is consistent with the policy adopted by the Group.
(c) All the components of losses and profits, and other comprehensive income/(loss) belong to parent company's owners and non-controlling interests; consolidated losses and profits also belong to parent company's owners and non-controlling interests, even if this may cause non-controlling interests to suffer loss balance.
(d) If changes of the Company's shares do not result in the loss of control (transaction with non-controlling interests), these would be taken as equity transaction, i.e., transaction
~16~
with owners. The difference between non-controlling interests' adjusted amount or paid or collected consideration is directly recognized as interests.
(e) When losing the control of subsidiary, the Group shall measure the remaining investment at fair value as originally listed financial assets' fair value or originally listed invested associated enterprise or joint venture's cost. The difference between fair value and book value is directly recognized as current profit and loss. For all the amounts related to the subsidiary recognized as other comprehensive income/(loss), if its accounting treatment has the same basis as that of the Group in directly disposing of associated assets or liabilities, which is like that such amounts previously recognized as other consolidated losses or profits would be reclassified as losses and profits in disposing of related assets or liabilities, then after losing the control of subsidiary, the profits or losses are reclassified into profits and losses from interests.
b. Subsidiary listed into consolidated financial statements:
| Name of the investment company | Name of Subsidiary | Nature of business | Percent of shares held | Description | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| Apex Science & Engineering Corp. | Chang Ji Construction Co., Ltd. (Chang Ji Company) | Construction of civil and structural works and water conservancy projects, etc. | 91.80% | 90.53% | (Note 3) |
| Apex Science & Engineering Corp. | REINFORCE ENERGY CO. LTD. (REINFORCE) | General investment industry | - | - | (Note 2) |
| Apex Science & Engineering Corp. | Xindin Engineering Consulting Co., Ltd. (Xindin Company) | Engineering consultant | 100.00% | 100.00% | |
| Apex Science & Engineering Corp. | APEX LIFE INC. (APEX LIFE) | Purchase and sell engineering equipment and hi-tech electronic products | - | - | (Note 1) |
(Note 1) Apex Life got approval and registration from local competent authorities on December 30, 2011 for dissolution. By December 31, 2025, the liquidation procedure had not been completed.
(Note 2) REINFORCE was disposed of in August 2024 and received approval for transfer from the Ministry of Economic Affairs in September 2024.
(Note 3) In May 2025, Chang Ji Company increased its capital by cash in the amount of NT$100,000.
c. Subsidiaries not included in the consolidated financial statements: No such circumstance.
d. Subsidiaries' different adjustment and disposal methods in the accounting period: No such circumstance.
e. Major restriction: No such circumstance.
f. Subsidiaries with significant non-controlling interests to the Group:
The Group's non-controlling interests are respectively $88,929 and $90,771 on Dec. 31, 2025 and 2024. The following are about subsidiaries with significant non-controlling interests to the Group:
| Name of Subsidiary | Main operating property | Non-controlling Interests | ||||
|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Description | ||||
| Amount | Percent of shares held | Amount | Percent of shares held | |||
| Chang Ji Construction Co., Ltd. | Taiwan | $ 88,929 | 8.20% | $ 90,771 | 9.47% |
Balance Sheets
| Chang Ji Construction Co., Ltd. | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Current Assets | $ 2,310,933 | $ 1,703,547 |
| Non-current assets | 360,449 | 343,870 |
| Current Liabilities | ( 1,668,596) | ( 1,144,577) |
| Non-current Liabilities | ( 11,853) | ( 30,179) |
| Total net assets | $ 990,933 | $ 872,661 |
Statements of Comprehensive Income
| Chang Ji Construction Co., Ltd. | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $ 2,135,696 | $ 1,767,528 |
| Income before Tax | 22,986 | 36,728 |
| Income tax expenses | ( 4,088) | ( 2,782) |
| Net Income for the current period | $ 18,898 | $ 33,946 |
| Other comprehensive income (after-tax net amount) | 20,373 | ( 9,100) |
| Total Comprehensive Income | $ 39,271 | $ 24,846 |
| Comprehensive Income Attributable to Non-controlling Interests | $ 1,755 | $ 3,231 |
Cash Flow Statement
| Chang Ji Construction Co., Ltd. | ||
|---|---|---|
| 2025 | 2024 | |
| Net cash outflow from operating activities | ($ 411,251) | ($ 192,326) |
| Net cash inflows (outflows) from investing activities | ( 1,268) | 54,615 |
| Net cash inflows from financing activities | 413,984 | 130,274 |
| Decrease of cash and cash equivalents for the period | 1,465 | ( 7,437) |
| Balance of cash and cash equivalents at the beginning of the period | 15,023 | 22,460 |
| Balance of cash and cash equivalents at the end of the period | $ 16,488 | $ 15,023 |
g. Securities of subsidiaries held by parent company: Please refer to Note 6(20).
(4) Foreign currency conversion
The items in the financial report of each individual of the Group are measured with the currency (functional currency) used in the main economic environment where the individual operates. The consolidated financial report is made with the Company's functional currency NTD as representative currency.
a. Foreign currency transaction and balance
(a) For foreign currency transaction, currency is converted into functional currency at spot exchange rate on trading day or measurement day. The difference occurred due to such transaction is recognized into current profits and losses.
(b) Monetary assets and debt balance at foreign currency are adjusted at spot exchange rate on Balance Sheets day. The conversion difference due to the adjustment is recognized into current profits and losses.
(c) Non-monetary assets and debt balance at foreign currency, which have been measured through profits and losses at fair value, are evaluated and adjusted at spot exchange rate on Balance Sheets day. The conversion difference due to the adjustment is recognized into current profits and losses. Non-monetary assets and debt balance at foreign currency, which have been measured through other comprehensive income/(loss) at fair value, are evaluated and adjusted at spot exchange rate on Balance Sheets day. The conversion difference due to the adjustment is recognized into other comprehensive income/(loss). The conversion difference due to the adjustment is recognized into current profits and losses. Non-monetary assets and debt balance at foreign currency,
which haven't been measured at fair value, are measured at historical rate on initial trading day.
(d) All other exchange gains and losses are reported in "other gains and losses" in the income statement.
b. Conversion of overseas operations agencies
For all the Group's individuals whose functional currency differs from expressive currency, their operating results and financial conditions are converted into expressive currency in the following methods:
(a) Assets and liabilities listed in balance sheets are converted at closing rate on balance sheets statement day;
(b) Profits and losses recorded in Statements of Comprehensive Income are converted at average exchange rate for the period; and
(c) Conversion differences occurred are recorded into other comprehensive income/(loss).
(d) When a foreign operating entity that is partially disposed of or sold is a subsidiary, the cumulative exchange differences recognized in other comprehensive income shall be reallocated to the non-controlling interests of that foreign operating entity in proportion. Although the Group retains certain interests in its former subsidiaries, it has lost control over the foreign operating entities that were subsidiaries. Consequently, it will manage the disposal of all interests in these foreign operating entities.
(5) Standards of classifying current and non-current assets and liabilities
a. The business terms of the Group's engineering projects and commissioned land development business are usually longer than one year; equivalent assets and liabilities of construction contracts and commissioned land development business are classified for current and non-current ones based on business terms, while other assets and liabilities are classified based on one year.
b. Assets that meet one of the following conditions are classified as current assets:
(a) Expected to be realized in normal business term or intended to be sold or consumed.
(b) Held for the main purpose of transaction.
(c) Expected to be realized within twelve months after the reporting period.
(d) Cash or cash equivalents, unless exchanged or used to pay off debts under limitations for at least twelve months after the reporting period.
~20~
The Group classifies the assets not conforming to aforesaid conditions into non-current assets.
c. Liabilities meeting one of the following conditions are classified into current liabilities:
(a) Excepted to be paid off in normal business term.
(b) Held for the main purpose of transaction.
(c) Due to be settled within twelve months after the reporting period.
(d) Does not possess the right to defer the repayment of liabilities for at least twelve months after the reporting period.
The Group classifies the liabilities not conforming to aforesaid conditions into non-current liabilities.
(6) Financial assets at fair value through other comprehensive income
a. Refer to one irrevocable choice at original recognition; this records fair value change invested with equity instrument not held for transaction into other comprehensive income/(loss); or meet the following conditions in debt instrument investment at the same time:
(a) The financial assets are held under the operating model for the purpose of collecting and selling contractual cash flows.
(b) Cash flows generated by the financial assets' contract terms on specified date, are solely used for payments of principal and outstanding principal interest.
b. For financial assets at fair value through other comprehensive income/(loss) that conforms to trading practices, the Group implements accounting on trading day.
c. At original recognition, the Group makes measurement at fair value plus transaction cost, but later at fair value. Changes to fair value of equity instrument are recognized as other comprehensive income/(loss); when delisted, cumulative interests or losses that are previously recognized as other comprehensive income/(loss) shall not be reclassified to profits and losses, but transferred to retained earnings. When the rights to receive dividends are established, it is probable that the economic benefits associated with dividends will flow in and the amount of dividends can be measured reliably, the Group recognizes dividend income as profits or losses.
(7) Financial assets at amortized cost
a. Those meeting all the following conditions:
(a) The financial assets are held under the operating model for the purpose of collecting contractual cash flows.
(b) Cash flows generated by the financial assets' contract terms on specified date, are solely used for payments of principal and outstanding principal interest.
~21~
b. For financial assets at amortized cost that conforms to trading practices, the Group implements accounting on settlement day.
c. The Group measures interest income at its fair value plus transaction costs on initial recognition, and subsequently recognizes interest income and impairment loss over the liquidity period using the effective interest method under the amortization procedure, and recognizes its gain or loss in profit or loss when derecognized.
(8) Accounts and notes receivable
a. Refers to accounts and notes that have the right to unconditionally receive the consideration amount in exchange for the transfer of goods or services according to the contract.
b. For short-term accounts and notes receivable with unpaid interest, since discount doesn't have significant influence, the Group measures them by original invoice amount.
(9) Agency land development business
a. Agency land development business means development service as entrusted by government unit, but some development projects are for external sale.
b. During the agency period, the Company will pay for, on behalf of client, land expropriation compensation fee, construction cost, construction supervision and inspection and various development costs. And client will calculate the interests according to the costs already paid on its behalf, and pay to the Company on a period-by-period basis. The accounting treatment of the case costs of various agency land development business (industrial zone development, urban land rezoning and section expropriation) shall be handled in accordance with the entrusted development agreement and the contract with contractor; according to the actual construction progress and completion acceptance, corresponding costs and expenses are recognized. When entrusted for the business of developing an industrial zone, if the following conditions are met, the labor income of the agency shall be recognized on a period-by-period basis according to the proportion of the input cost:
(a) Costs attributable to contracts are reasonably identifiable.
(b) Except for the confirmed disbursement that is recoverable, the remaining contract costs can be reasonably estimated.
(c) The collectable agency fees (service revenue) can be reasonably determined.
c. The development cost is debited to "other accounts receivable - the land development funds receivable from the agent," while the land purchase price paid by the land purchasing manufacturer is credited to "other current liabilities - advance payment for the sale of industrial zone," which is offset with the land development funds receivable from the agent when the owner allocates the payment.
~22~
(10) Financial assets impairment
On each balance sheet day, by liabilities instrument investment at fair value through other comprehensive income/(loss) and financial assets at amortized cost, the Group measures the allowance for losses with 12-month expected credit loss amount for these items whose credit risks haven't risen apparently after originally recognized after considering all reasonable and verifiable information (including forward-looking information); for these items whose credit risks have risen apparently after originally recognized, the Group makes allowance for losses with expected credit loss amount during the period of existence; for accounts receivable or contract assets that do not contain significant financial components, allowance for losses is measured with expected credit loss amount during the period of existence.
(11) Financial assets are delisted
Financial assets are delisted when the Group's contractual rights to receive cash flows from the financial assets lose efficacy.
(12) Inventory
Inventories are measured by costs and net realizable value (see whichever is lower) and determined by weighted cost average method. The costs of finished goods and work-in-progress goods include raw materials, direct labor costs, other direct costs and manufacture-related expenses, but exclude borrowing costs. While comparing the lower of the cost and the net realizable value, the item-by-item comparison method is adopted, and the net realizable value refers to the balance after subtracting the estimated cost to be invested in completion and related variable selling expenses from the estimated selling price in normal business.
(13) Property, plant and equipment
a. Acquisition costs are accounting basis for property, plants and equipment, with relevant interest capitalized during the period of construction.
b. Subsequent costs are included in the asset's book value or recognized as a separate asset only when the future economic benefits associated with these items will possibly flow to the Group and the costs can be measured reliably. Book value of replaced part is excluded. When incurred, all other maintenance costs are recognized as profit or loss for the period.
c. The subsequent measurement of property, plants and equipment is based on the cost model. Except land, they are depreciated with straight-line method according to durable period. If each of property, plants and equipment is great, they should be separately depreciated.
d. The Group reviews the residual value, useful life and depreciation method of each asset on the closing day of each fiscal year. If the expected residual value and useful life are different from the previous estimate, or the future economic benefits contained in the assets have
~23~
significant changes in the expected consumption pattern, then from the date of the change, they should be processed according to accounting estimate change rules in International Financial Reporting Standard 8, “Accounting Policies, Changes in Accounting Estimates and Errors”.
Assets' durable periods:
| Houses and buildings | 50-55 years |
|---|---|
| Building improvements | 3-10 years |
| Machinery equipment | 3-8 years |
| Transportation equipment | 3-5 years |
| Office equipment | 3-5 years |
(14) Tenant's lease transaction - Right-of-use asset/lease liability
a. Lease assets are recognized as right-of-use assets and lease liabilities on the day of becoming available for use by the Group. When the lease contract is for a short-term lease or a lease of a low-value asset, lease payments are recognized as an expense based on straight line method over the lease term.
b. As for the lease liability, the lease payment should be recorded by current value discounted according to the Group’s incremental borrowing rate from the lease start day. The lease payment consists of fixed payments by subtraction of collectable lease incentives.
c. The right-of-use asset is recognized into cost from the lease start day; the cost includes the original measurement amount of the lease liability.
Cost model measurement is adopted subsequently; right-of-use assets' durable period expires, or lease term expires (see whichever is earlier) is recorded as depreciation costs. When lease liability is reassessed, the right-of-use assets will be adjusted for remeasurement.
(15) Investment property
Investment property is recognized into costs, and subsequently measured with the cost model. Except land, to be depreciated with straight-line method; durable period is 55 years.
(16) Impairment of non-financial assets
a. On balance sheets statement day, the Group estimates the recoverable amount of assets that present signs of impairment, and recognizes impairment losses when the recoverable amount is lower than its book value. The recoverable amount refers to the subtraction of an asset's disposal cost or use value (see whichever is higher) from its fair value. When the recognized
~24~
asset impairment in previous years does not exist or decreases, the impairment loss shall be reversed, but reversed impairment loss leads to increase of book value of the asset without exceeding the asset value; if no impairment loss has been recorded, deduct the depreciated or amortized book value.
b. The recoverable amounts of goodwill, intangible assets with non-determined service life, and intangible assets not yet available for use are estimated on a regular basis. The recoverable amount, if lower than its book value, is recorded as loss reduction losses. Losses in goodwill loss reduction will not be reversed in subsequent years.
c. For loss reduction, goodwill is amortized to cash-generating units. This amortization is recognized by operation department. Goodwill is amortized to cash generating unit or cash generating unit group due to benefit from amalgamation of enterprises generating goodwill.
(17) Borrowing
a. Borrowings are measured at the amount after the deduction of transaction costs from fair value at originally recognized column; the difference between amount after the deduction of transaction cost, and redemption value should be first cost-amortized with the effective interest method and measured during borrowing period.
b. When paying the expenses for establishing a loan limit, if it is highly likely to withdraw a portion or the entire limit, then the expenses are recognized as transaction costs of the loan and deferred until the occurrence of disbursement, at which point they are recognized as adjustments to the effective interest rate. If it is unlikely to withdraw a portion or the entire limit, then the expenses are recognized as prepaid expenses and amortized over the relevant period of the limit.
(18) Accounts and notes payable
Accounts and notes payable are obligations payable for obtaining goods or services from suppliers in the normal course of business. It is measured at fair value at the time of original recognition, and subsequently at amortized cost with the effective interest method. Due to insignificant subsequent impacts of discounting, short-term accounts payable with unpaid interest, are measured at original invoice subsequently.
(19) Ordinary bonds payable
Ordinary bonds payable issued by the Group are measured at the amount after the deduction of transaction costs from fair value at originally recognized column; and the difference from redemption value is recorded in discount on debt equity, and recorded into bonds payable's addition or deduction items; effective interest method is later amortized and recorded as current profits and losses in bonds circulation period as adjustment item of "finance cost"
~25~
(20) Delisting of financial liabilities
Performance, cancellation or expiry of liabilities in the Group's contract are delisted from financial liabilities.
(21) Employee benefit
a. Short-term employee benefit
Short-term employee benefit is measured at expected paid non-discounting amount, and recorded as fees in providing related service.
b. Pension
Defined benefit plan
(a) The net obligation under a defined benefit plan is calculated by discounting the amount of future benefits earned by the employee from current or past service and subtracting the fair value of the planned assets from the present value of the defined benefit obligation on the balance sheet day. The defined net benefit obligation is calculated annually by actuary using the projected unit benefit method, and the discount rate is determined with reference to the market yield of high-quality company bonds on the balance sheet day consistent with the currency and period of the defined benefit plan; countries without market depth use the market yield on government bonds (on the balance sheet day).
(b) Actuarial profits and losses arising from defined benefit plans are recognized as other comprehensive income/(loss) in the period in which they occur
(c) If the early-stage service cost is immediately obtainable, the related expenses will be recognized as profit or loss immediately; if not immediately obtainable, it will be recognized as profit or loss on a straight-line basis over the average obtainable period.
c. Dismiss welfare
Dismiss welfare is benefits provided to employee whose employment is terminated before the normal retirement day or when the employee decides to accept the Company's offer of benefits in exchange for termination of employment. The Group recognizes the expenses when the offer of termination benefits can no longer be withdrawn or when the associated restructuring costs are recognized, see whichever is earlier. Benefits that are not expected to be fully settled 12 months after the balance sheet day should be discounted.
d. Remuneration to Employees and Directors
Employee remuneration and remuneration of directors are recognized as expenses and liabilities when such remunerations are legal or constructive obligations and the amounts
~26~
can be reasonably estimated. If there is a discrepancy between actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate. Besides, if employees are paid in shares, the basis for calculating the number of shares is the closing price on the day before the Board of Directors' resolution.
(22) Income tax
a. Income tax includes current and deferred income tax. Income tax is recognized in profit or loss, except income tax relating to items included in other comprehensive income or directly included in equity.
b. Based on the tax rates enacted or substantively enacted on the balance sheet day in the countries where the Group operates and generates taxable income, the current income tax is calculated. Management regularly assesses the status of income tax declaration as per the regulations related to applicable income tax and, where applicable, assesses income tax liabilities based on expected tax payments to tax authorities. Income tax on undistributed surplus is levied according to income tax law, and undistributed income tax expense will be recognized after the profit distribution proposal is passed at the shareholders' meeting in the following year.
c. Deferred income tax is recognized with the balance sheet method. This is based on temporary differences between the tax bases of assets and liabilities and their book values in consolidated balance sheet. Deferred income tax liabilities from originally recognized goodwill will not be recognized; if deferred income tax originates from the original recognition of asset or liability in a transaction (excluding a business amalgamation), which, at the time of the transaction, does not affect accounting profit or taxable income (taxable loss), nor has it resulted in equivalent temporary differences for tax assessment and deductible purposes, such deferred income tax liabilities will not be recognized either. If the temporary differences occur in investing in subsidiaries and associated companies, the Group can control the reversion timing of such differences, and the differences are not likely to be reversed in the foreseeable future, they will not be recognized. Based on tax rates (and tax laws) enacted or substantively enacted on the balance sheet day and expected to apply when the related deferred income tax assets are realized or the deferred income tax liabilities are settled, deferred income tax is determined.
d. When temporary differences will be possibly used to offset future taxable income, and both unrecognized and recognized deferred income tax assets are reassessed on each balance sheet day.
e. When statutory enforcement right is available to allow recognized current income tax assets and liabilities to offset each other, and it is intended to pay off liabilities, on net basis, or at the same time, realize assets and pay off liabilities, current income tax assets and current
~27~
income tax liabilities shall be offset; When statutory enforcement right is available to allow current income tax assets and current income tax liabilities to offset each other, and the deferred income tax assets and liabilities are generated by the same taxpayer subject to taxation by the same tax authority, or by different taxpayers but each subject intends to pay off liabilities, on net basis, or at the same time, realize assets and pay off liabilities, current income tax assets and current income tax liabilities shall be offset.
(23) Capital Stock
a. Ordinary shares classified into rights and interests. Incremental costs directly attributable to the issued new shares or stock options, after deduction of income tax, are shown as a deduction in equity.
b. When the Company repurchases issued shares, the consideration paid (including any incremental costs that are directly attributable, is recognized) as a net tax deduction in shareholders' equity. On subsequent reissues of the repurchased shares, the difference between the consideration received (after deduction of any directly attributable incremental costs and the effect of income taxes) and the book amount is recognized as an adjustment to shareholders' equity.
(24) Dividend distribution
When the Company's shareholders' meeting resolves the distribution of dividends, dividends distributed to shareholders of the Company are recognized in the financial report, cash dividends are recognized as liabilities, and share dividends are recognized as undistributed share dividends, and are transferred to ordinary shares on the base day of issuance of new shares.
(25) Revenue recognition
a. Commodity sale
(a) The Company's sales revenue is recognized when the control of the product is transferred to the customer, that is, when the product is delivered to the customer. The customer has the discretion to sell the product and decide the price, and the Company has no outstanding performance obligations that may affect the customer to accept the product. Delivery of goods occurs when the product has been shipped to the designated location, the risk of obsolescence and loss has passed to the customer, and the customer has accepted the product in accordance with sales contract, or there is objective evidence that all acceptance criteria have been met.
(b) Accounts receivable are recognized when the goods are delivered to the customer, as the Group has an unconditional right to the contract price from that point on, and it only takes time to collect the consideration from the customer.
~28~
b. Land development and resale
(a) The Company engages in land development and sales of residential properties, and revenue will be recognized when control of property is transferred to customer. For the signed residential sales contract, due to the restrictions of the contract terms, the property has no other use for the Company. However, until the legal ownership of the property is transferred to the customer, the Company has an enforceable right to the contract money. Revenue is recognized after the legal ownership transfer to the customer.
(b) Revenue is measured as agreed contract price, which has been paid by the customer when legal title to the property is transferred. On rare occasions, the Company and customer agree on deferred payment period, but if the deferred repayment period does not exceed 12 months, and it is judged that the contract does not have a significant financial component, the consideration will not be adjusted.
c. Cost of obtaining client contract
For the incremental costs (primarily sales commissions) incurred by the Company in getting customer contracts, the expected collectable parts are recognized as assets (listed as other non-current assets listed in the sheet) at the time of occurrence, and amortized according to the consistency of commodities or labor services related to the assets. In subsequent periods, if the amount that the expected consideration deducts costs not yet recognized as expenses is lower than book value recognized in the asset, an impairment loss is recognized for the excess of the asset's book value.
d. Project revenue
(a) The Group offers services about engineering construction. Income from labor services is recognized as income during the financial reporting period of providing the services to customers. Revenue from fixed-price contracts is recognized based on the ratio of services actually provided to all to-be-provided services by the balance sheet day, and the completion ratio of services is determined based on the ratio of incurred costs to estimated total transaction costs. The considerations of some contracts may change due to the transfer price or similar items. Only when the future uncertainty is eliminated, it is highly probable that there will not be a significant reversal of the recognized cumulative revenue amount included in the transaction price. The customer pays the contract price in accordance with the agreed payment schedule. When the service provided by the Group exceeds customer's payment, it is recognized as a contract asset, and if customer's payment exceeds the service provided by the group, it is recognized as a contract liability.
~29~
(b) The Group's estimates of revenue, costs and degree of completion are revised as circumstances change. Any increase or decrease in estimated revenue or costs due to change of estimate is reflected in profit or loss for the period in which the circumstances leading to the revision are known to management.
e. Service revenue
(a) The Group offers services about agency land development. Income from labor services is recognized as income during the financial reporting period of providing the services to customers. The income from fixed price contracts is recognized as the ratio of the services actually provided to the total services to be provided by the balance sheet day. Since the Company engage in the development, planning, and management of industrial zones on behalf of government entities, the services are subject to supervision. The completion rate of the service is determined on the basis of the actual labor hours accounted for the estimated total labor hours.
(b) The Company provides agency land development services. It is mainly entrusted by government units to develop on their behalf. Some development projects are also responsible for external sales. It is identified as a performance obligation that is gradually fulfilled over time. The Company recognizes revenue as the proportion of input costs to the estimated total costs.
(c) The Company's estimates of revenue, costs and degree of completion are revised as circumstances change. Any increase or decrease in estimated revenue or costs due to change of estimate is reflected in profit or loss for the period in which the circumstances leading to the revision are known to management.
(d) Please refer to Note 4 (9) for the recognition of relevant revenue.
(26) Operation department
Information from the Group's operation department is reported in consistency with the internal management reports provided to the chief operating decision maker. The chief operating decision maker is responsible for allocating resources to operation departments and evaluating their performance. The Board of Directors works as the chief operating decision maker of the Group.
- Main source of major accounting judgment, estimate and assumption uncertainty
In preparing the consolidated financial statements of the Group, management has used their judgment to determine the accounting policies to be adopted, and has made accounting estimates and assumptions based on reasonable expectations of future events based on the conditions prevailing on the balance sheet day. Significant accounting estimates and assumptions made may differ from actual results and will be continuously evaluated and adjusted by taking into account historical experience and other factors. These estimates and assumptions carry risks that will result in material adjustment
~30~
of the book values of assets and liabilities in the next financial year. Please refer to the following descriptions on the uncertainty of significant accounting judgments, estimates and assumptions:
(1) Important judgment for adopting accounting policy
None.
(2) Major accounting estimates and assumptions
Revenue recognition
The Group must judge the amount of the estimated total cost of completion based on the characteristics of the project and objective factors. The revenue recognition is estimated based on the percentage of the input cost. The Group regularly reviews the reasonableness of the estimates and is subject to changes in the industrial environment and the impact of the construction status may lead to changes in the estimated total cost of completion, which will affect the amount recognized in the Group's revenue.
- Description of important accounting items
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand and working capital | $ 1,954 | $ 1,830 |
| Check deposits | 7,644 | 8,019 |
| Current deposits | 189,951 | 162,018 |
| Fixed deposits | 510,000 | 90,000 |
| $ 709,549 | $ 261,867 |
a. The Group's cooperating financial institutions have benign credit quality and the transactions of the Group with multiple financial institutions disperse credit risks with quite low predicted contract breach.
b. The Group's cash with limited use and cash equivalents have been classified into other liquid assets and other non-liquid assets. For pledge and guarantee, please refer to Note 8.
(2) Financial assets at amortized cost
| Item | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Current items: | ||
| Bond/note repurchase transactions | $ 137,964 | $ 350,381 |
a. The details of financial assets at amortized cost presented in profit or loss are as follows:
| 2025 | 2024 | |
|---|---|---|
| Interest income | $ 3,581 | $ 4,323 |
b. Under the condition of not taking into account collateral or other credit enhancements, the insured amounts that best represent the financial assets at amortized cost held by the Group on December 31, 2025 and 2024 were approximately equal to their carrying amounts.
c. Please refer to Note 12(b) for information on the credit risk of financial assets at amortized cost.
(3) Accounts receivable and notes receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable | $ 2,322 | $ 975 |
| Accounts receivable | 152,449 | 75,624 |
| Less: Allowance for bad debts | ( 2,528) | ( 2,660) |
| $ 152,243 | $ 73,939 |
a. The Group does not have any collateral.
b. For credit risk information about accounts receivable and notes receivable, please refer to Note 12(b).
c. Analysis of account receivable age of accounts receivable and notes receivable:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Accounts receivable | Notes receivable | Accounts receivable | Notes receivable | |
| Not overdue | $ 152,429 | $ 2,322 | $ 75,236 | $ 975 |
| Overdue for 1 to 120 days | 14 | - | 382 | - |
| Overdue for 121 days and above | 6 | - | 6 | - |
| $152,449 | $ 2,322 | $ 75,624 | $ 975 |
The information above represents that account age is analyzed based on days overdue.
d. The balance of accounts receivable and notes receivable as of December 31, 2025 and 2024, were generated by customer contracts. Furthermore, it was $72,012 for the balance of accounts receivable under customer contracts as of January 1, 2024.
e. Without taking into account any collateral held or other credit enhancements, the amounts that best represent the Group’s maximum exposure to credit risk for notes receivable as of December 31, 2025 and 2024 are approximately equal to their respective carrying amounts. Similarly, the amounts that best represent the Group’s maximum exposure to credit risk for accounts receivable as of December 31, 2025 and 2024 are approximately equal to their respective carrying amounts.
(4) Other accounts receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Receivable agency land development funds | $ 3,801,904 | $ 5,137,461 |
| Interest receivable | 3,337 | 2,832 |
| Other accounts receivable - Other | 5,697 | 1,517 |
| $ 3,810,938 | $ 5,141,810 |
a. The agency land development amount receivable relates to the “Chiayi County Machohou Industrial Park Phase I Entrusted Development, Sales, and Management Project” contract signed between the Group and Chiayi County Government in May 2013. The Group was entrusted to develop the industrial park over an expected four-year period, with the project concluding in January 2025. In October 2018, the Group signed a second contract with Chiayi County Government for the “Chiayi County Machohou Industrial Park Later Phase Entrusted Development, Sales, and Management Project,” with a six-year expected development period. Additionally, in January 2021, the Group contracted with Tainan City Government for the “Development, Leasing, Sales, and Management of the Cigu Science and Technology Industrial Park,” also with a six-year expected development period starting from the performance notification date.
(a) The details of the Group's receivable agency land development funds are as follows:
| December 31, 2025 | December 31, 2024 | December 31, 2025, cumulative recognized service revenue | Client | |
|---|---|---|---|---|
| Machohou Industry Park Development Project - Phase I | $ - | $ 10,590 | $ 430,986 | Chiayi County Government |
| Machohou Industry Park Development Project - Later Phase | 2,356,617 | 3,257,454 | 986,385 | " |
| Cigu Science and Technology Industrial Park Development Project | 1,445,287 | 1,869,417 | 187,752 | Tainan City Government |
| $ 3,801,904 | $ 5,137,461 | $ 1,605,123 |
(b) The Group's receivable agency land development funds in 2025 and 2024 are changed as follows:
| 2025 | Opening balance | Increase for the period | Collected amount for the period | Ending balance |
|---|---|---|---|---|
| Machohou Industry Park Development Project - Phase I | $ 10,590 | $ - | ($ 10,590) | $ - |
| Machohou Industry Park Development Project - Later Phase I | 3,257,454 | 3,686,173 | (4,587,010) | 2,356,617 |
| Cigu Science and Technology Industrial Park Development Project | 1,869,417 | 1,158,493 | (1,582,623) | 1,445,287 |
| $5,137,461 | $ 4,844,666 | ($6,180,223) | $3,801,904 | |
| 2024 | Opening balance | Increase (decrease) in current period | Collected amount for the period | Ending balance |
| --- | --- | --- | --- | --- |
| Machohou Industry Park Development Project - Phase I | $ 27,708 | ($ 17,118) | $ - | $ 10,590 |
| Machohou Industry Park Development Project - Later Phase I | 3,286,343 | 3,777,044 | (3,805,933) | 3,257,454 |
| Cigu Science and Technology Industrial Park Development Project | 876,584 | 992,833 | - | 1,869,417 |
| $4,190,635 | $ 4,752,759 | ($3,805,933) | $5,137,461 |
b. In 2025 and 2024, the Group recognized the capitalized interest in advance of agency land development amount as offsetting interest expenses at $41,873 and $68,265, respectively. Please refer to Note 6 (27) for details.
(5) Inventory
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Inventory of commodity | $ 2,900 | $ 2,232 |
| Finished product | 9,352 | 12,356 |
| Semi-finished product | 5,711 | 11,199 |
| Work-in-progress product | 1,385 | 3,249 |
| Raw material | 3,709 | 3,372 |
| Property for sale | 74,841 | 74,841 |
| To-be-constructed land | 573,825 | 562,674 |
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Property under construction | 454,351 | 423,510 |
| Subtotal | 1,126,074 | 1,093,433 |
| Less: Allowance for price drop loss | ( 4,618) | ( 4,618) |
| Total | $ 1,121,456 | $ 1,088,815 |
a. Inventory costs recognized as loss by the Group:
| 2025 | 2024 | |
|---|---|---|
| Costs of inventories sold | $ 136,381 | $ 120,858 |
| Add: Project costs | 2,812,262 | 2,133,921 |
| Other operating costs | 41,293 | 44,006 |
| Total | $ 2,989,936 | $ 2,298,785 |
b. Some inventories have been provided as collateral for bank loans, please refer to Note 8 for details.
c. The capitalized amounts of interest on inventories of the Company in 2025 and 2024 are $11,150 and $3,618, respectively.
(6) Prepayments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Prepayment of engineering amount | $ 335,123 | $ 503,269 |
| Tax retained | 23,059 | 6,066 |
| Others | 26,845 | 36,080 |
| $ 385,027 | $ 545,415 |
(7) Other current assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Project deposit and bid bond | $ 60,996 | $ 13,913 |
| Restricted assets | 6,476,108 | 1,853,775 |
| Others | 544 | 412 |
| $ 6,537,648 | $ 1,868,100 |
As of December 31, 2025 and December 31, 2024, restricted assets total $6,084,467 and $1,571,341, respectively, for the agency land development business, to collect the land auction
deposit and land price transferred from the buyer to the special trust account. The rest consist of pledged time deposits and reserve accounts as collateral for bank guarantees and loan limits.
(8) Financial assets at fair value through other comprehensive income
| Item | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Non-current items: | ||
| Debt instruments | ||
| Ordinary corporate bonds | $ 63,780 | $ 63,780 |
| Appraisal adjustment | ( 1,199) | 1,467 |
| Subtotal | 62,581 | 65,247 |
| Equity instrument | ||
| Non-listed, OTC, and emerging stock | 22,755 | 22,755 |
| Appraisal adjustment | ( 12,625) | ( 10,786) |
| Subtotal | 10,130 | 11,969 |
| Total | $ 72,711 | $ 77,216 |
a. The Group classifies strategic securities investments as financial assets at fair value through other comprehensive income. As of December 31, 2025 and 2024, the fair values of these investments were approximately equal to their carrying amounts.
b. Financial assets at fair value through other comprehensive income are recognized as profit and loss, and comprehensive income:
| 2025 | 2024 | |
|---|---|---|
| Financial instruments at fair value through other comprehensive income | ||
| Changes of fair value recognized in other comprehensive income | ($ 1,839) | $ 4,019 |
| Debt instruments at fair value through other comprehensive income | ||
| Changes of fair value recognized in other comprehensive income | ($ 2,666) | $ 1,467 |
| Interest income recognized in profit or loss | $ 3,972 | $ 2,431 |
c. Please refer to Note 12(c) for information on the credit risk of financial assets at fair value through other comprehensive income.
(9) Investment accounted for using the equity method
a. The Group's investment interests recognized under the equity method in 2024 was $7,748.
b. The Group received no dividends from affiliated companies in 2024.
c. The Company has disposed of REINFORCE, a subsidiary previously holding shares in Zhejiang Guyue Longshan Electronic Technology Development Co., Ltd., in August 2024. The disposal price was RMB 46,786 thousand (approximately NT$212,524 thousand), resulting in an investment disposal loss of NT$13,227. The transfer was approved by the Ministry of Economic Affairs in September 2024, and the full consideration was subsequently received.
(10) Property, plant and equipment
| Land | Houses and buildings | Machinery equipment | Others | Total | |
|---|---|---|---|---|---|
| January 1, 2025 | |||||
| Cost | $ 49,816 | $ 49,390 | $ 438 | $ 29,878 | $ 129,522 |
| Accumulated depreciation and impairment | - | ( 22,131) | ( 94) | ( 23,196) | ( 45,421) |
| $ 49,816 | $ 27,259 | $ 344 | $ 6,682 | $ 84,101 | |
| 2025 | |||||
| January 1 | $ 49,816 | $ 27,259 | $ 344 | $ 6,682 | $ 84,101 |
| Add | - | - | - | 8,107 | 8,107 |
| Depreciation expense | - | ( 1,294) | ( 62) | ( 2,588) | ( 3,944) |
| December 31 | $ 49,816 | $ 25,965 | $ 282 | $ 12,201 | $ 88,264 |
| December 31, 2025 | |||||
| Cost | $ 49,816 | $ 49,390 | $ 438 | $ 36,237 | $ 135,881 |
| Accumulated depreciation and impairment | - | ( 23,425) | ( 156) | ( 24,036) | ( 47,617) |
| $ 49,816 | $ 25,965 | $ 282 | $ 12,201 | $ 88,264 | |
| Land | Houses and buildings | Machinery equipment | Others | Total | |
| January 1, 2024 | |||||
| Cost | $ 71,394 | $ 69,671 | $ 438 | $ 26,341 | $ 167,844 |
| Accumulated depreciation and impairment | - | ( 28,172) | ( 31) | ( 21,583) | ( 49,786) |
| $ 71,394 | $ 41,499 | $ 407 | $ 4,758 | $ 118,058 | |
| 2024 | |||||
| January 1 | $ 71,394 | $ 41,499 | $ 407 | $ 4,758 | $ 118,058 |
| Add | - | - | - | 3,804 | 3,804 |
| Disposal | ( 21,578) | ( 12,701) | - | ( 90) | ( 34,369) |
| Depreciation expense | - | ( 1,539) | ( 63) | ( 1,790) | ( 3,392) |
| December 31 | $ 49,816 | $ 27,259 | $ 344 | $ 6,682 | $ 84,101 |
| Land | Houses and buildings | Machinery equipment | Others | Total | |
|---|---|---|---|---|---|
| December 31, 2024 | |||||
| Cost | $ 49,816 | $ 49,390 | $ 438 | $ 29,878 | $ 129,522 |
| Accumulated depreciation and impairment | - | ( 22,131) | ( 94) | ( 23,196) | ( 45,421) |
| $ 49,816 | $ 27,259 | $ 344 | $ 6,682 | $ 84,101 |
a. Property, plants and equipment do not have the capitalization of interest in 2025 and 2024.
b. For information about guarantee with property, plants and equipment, please refer to Note 8.
(11) Leasing Transactions – Lessee
a. The underlying assets leased by the Group primarily comprise buildings and company vehicles, with lease terms typically ranging from two to three years. Lease contracts are negotiated on an individual basis and incorporate a variety of terms and conditions. Except for the restriction that the leased assets may not be pledged as collateral, no other significant restrictions are imposed.
b. Information on the carrying amount of right-of-use assets and the depreciation expense recognized is as follows:
| December 31, 2025 | 2025 | December 31, 2024 | 2024 | |
|---|---|---|---|---|
| Book value | Depreciation expense | Book value | Depreciation expense | |
| Buildings | $ 1,183 | $ 1,015 | $ 2,198 | $ 977 |
| Transportation equipment | 2,146 | 3,756 | 5,902 | 4,559 |
| $ 3,329 | $ 4,771 | $ 8,100 | $ 5,536 |
c. The additions to right-of-use assets for the Group amounted to $0 and $7,431 for the years 2025 and 2024, respectively.
d. Information on profit or loss items related to lease contracts is as follows:
| 2025 | 2024 | |
|---|---|---|
| Items affecting current profit or loss: | ||
| Interest expense on lease liabilities | $ 102 | $ 182 |
| Expenses relating to short-term leases | 3,859 | 3,171 |
| Expenses relating to leases of low-value assets | 1,361 | 1,292 |
e. The total cash outflow for leases amounted to $10,113 and $10,096 for the years 2025 and 2024, respectively.
(12) Investment property
| 2025 | 2024 | |
|---|---|---|
| January 1 | ||
| Land | $ 55,380 | $ 55,380 |
| Houses and buildings | 24,584 | 24,584 |
| Cumulative depreciation | ( 15,936) | ( 15,526) |
| $ 64,028 | $ 64,438 | |
| January 1 | $ 64,028 | $ 64,438 |
| Depreciation expense | ( 411) | ( 410) |
| December 31 | $ 63,617 | $ 64,028 |
| December 31 | ||
| Land | $ 55,380 | $ 55,380 |
| Houses and buildings | 24,584 | 24,584 |
| Cumulative depreciation | ( 16,347) | ( 15,936) |
| $ 63,617 | $ 64,028 |
a. Rental income and direct operation cost of investment properties:
| 2025 | 2024 | |
|---|---|---|
| Rental income of investment properties | $ 2,063 | $ 1,833 |
| Direct operating expenses incurred by investment properties that generate rental income in the current period | $ 411 | $ 410 |
The rental income recognized by the Group based on operating lease contracts are all fixed lease payments.
b. The fair value of the investment properties held by the Group as of December 31, 2025 and 2024 were $112,407 and $109,727, respectively, based on the evaluation results of independent valuation experts. The evaluation was conducted using the income approach. It is estimated based on the difference in its reconstruction cost, nature of use, current state of use, use efficiency, maintenance, depreciation and other factors.
c. For information about guarantee with investment property, please refer to Note 8.
(13) Short-term borrowings
| Nature of loan | December 31, 2025 | Interest rate range | Collateral |
|---|---|---|---|
| Bank loan | |||
| Guaranteed loan | $ 176,000 | 2.63%~2.83% | Pledged time deposits, special accounts for repayment, inventories, land, buildings and buildings (listed property, plants and equipment and investment property) and treasury shares |
| Credit loan | 605,058 | 2.64%~2.88% | None |
| $ 781,058 | |||
| Nature of loan | December 31, 2024 | Interest rate range | Collateral |
| Bank loan | |||
| Guaranteed loan | $ 289,528 | 2.37%-2.74% | Pledged time deposits, special accounts for repayment, inventories, land, buildings and buildings (listed property, plants and equipment and investment property) and treasury shares |
| Credit loan | 507,540 | 2.22%-2.82% | None |
| $ 797,068 |
a. The Group's subsidiary, Chang Ji Company, has entered into a secured credit facility agreement with KGI Bank. In accordance with the agreement, the borrower is required to maintain a loan-to-value ratio (defined as the market value of pledged shares divided by the outstanding principal balance, including the current drawdown) of no less than 167%. During the term of the facility, if the ratio falls below 133% due to share price fluctuations, the borrower shall, within five business days, provide additional pledged deposits with the bank or make early repayments to restore the ratio to at least 167%.
b. The Group's subsidiary, Chang Ji Company, has also entered into a secured credit facility agreement with Taishin International Bank. Under the terms of the agreement, pledged shares are provided as collateral, with a loan-to-value ratio of 60%, and the overall facility maintenance ratio is required to exceed 170%. If the maintenance ratio is not met, the borrower is required to repay the loan within three banking days.
~40~
c. In addition, the Group's subsidiary, Chang Ji Company, has entered into a secured credit facility agreement with Shanghai Commercial & Savings Bank. According to the agreement, share pledges are required as collateral upon each drawdown, with lending limited to within 50% of the bank's appraised value. The collateral maintenance ratio must be maintained at 167% or above; if it falls below this threshold, repayment is required.
The Group didn't break aforesaid promises in 2025 and 2024.
For guarantee on short-term borrowings, please refer to Note 8.
(14) Short-term bills payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Commercial promissory notes payable | $ 280,000 | $ 180,000 |
| Interest rate range | 1.60%-1.94% | 1.53%-1.89% |
(15) Accounts payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Engineering fund | $ 593,520 | $ 415,659 |
| Others | 10,569 | 10,890 |
| $ 604,089 | $ 426,549 |
(16) Other current liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Advance collection of down payment for industry zone sold | $ 6,052,720 | $ 1,571,259 |
| Deposits received - Tender deposit for land sale | 9,047 | - |
| Received prepayments | 17 | 11,423 |
| Others | 54,911 | 22,490 |
| $ 6,116,695 | $ 1,605,172 |
The deposit received in advance for the sale of the industrial zone is entrusted by the Chiayi County Government to the Company for the "Entrusted Development, Sale and Management Case of the First Phase of Machohou Industrial Park in Chiayi County" and the "Entrusted Development, Sale and Management Case of the Later Phase of Machohou Industrial Park in Chiayi County." When the land is sold by auction, the land deposit that the external company has won the bid will be charged correspondingly, according to the land development fee. Please refer to Note 6(d) for details.
(17) Bonds payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Bonds payable | $ 500,000 | $ 500,000 |
| Less: Discount price of payable company bonds | ( 525) | ( 1,130) |
| 499,475 | 498,870 | |
| Less: Due within one year or one operating cycle, or exercise of company bonds' redemption right | ( 499,475) | - |
| $ - | $ 498,870 |
a. The Company raised and issued the first domestic secured ordinary corporate bonds in 2021 with the approval of the competent authority, with a total issuance amount of NT$500,000 and a coupon rate of 0.56%. The issuance period is five years. It was listed and traded on the OTC market of the ROC on November 9, 2021, and the circulation period is from November 9, 2021 to November 9, 2026. The Company's bonds are paid via one-off principal repayment when due.
b. The aforesaid company's bonds payable are issued by financial instruments under guarantee; for guarantee, please refer to Note 8.
(18) Long-term borrowings
| Nature of loan | Borrowing period and repayment method | Interest rate range | Collateral | December 31, 2025 |
|---|---|---|---|---|
| Bank credit loan | ||||
| Hua Nan Commercial Bank, Ltd. | Monthly payment of interests and principal from August 1, 2023 to August 1, 2028 | 2.22% | None | $ 18,668 |
| The Shanghai Commercial & Savings Bank, Ltd. | Monthly payment of interests from December 20, 2023 to December 20, 2026 | 2.22% | " | 10,220 |
| Taiwan Cooperative Bank | Monthly payment of interests from September 30, 2025 to September 30, 2028 | 2.64% | " | 3,200 |
| Taiwan Cooperative Bank | Monthly payment of interests from December 15, 2025, to December 15, 2026 | 2.64% | " | 5,100 |
| Mega International Commercial Bank | Monthly payment of interests from August 28, 2025 to August 27, 2028 | 2.80% | " | 2,950 |
| Bank of Taiwan | Monthly payment of interests from December 15, 2025, to December 13, 2029 | 2.63% | " | 6,220 |
| Taiwan Business Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 100,750 |
| Taiwan Cooperative Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 175,177 |
| Nature of loan | Borrowing period and repayment method | Interest rate range | Collateral | December 31, 2025 |
|---|---|---|---|---|
| Chang Hwa Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 32,680 |
| Agricultural Bank of Taiwan | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 32,680 |
| The Shanghai Commercial & Savings Bank, Ltd. | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 67,780 |
| Bank of Taiwan | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 67,780 |
| Bank of Kaohsiung | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 67,780 |
| Taiwan Cooperative Bank | Monthly payment of interests from April 7, 2023 to October 7, 2026 | 2.68% | " | 181,553 |
| Far Eastern International Bank | Monthly payment of interests from December 5, 2023 to May 22, 2026 | 2.64% | " | 55,318 |
| Bank guaranteed loan | ||||
| E.SUN Commercial Bank, Ltd. | Monthly payment of interests from August 29, 2024 to August 29, 2030 | 2.50% | Inventories - To-be-constructed land | 446,000 |
| 1,273,856 | ||||
| Less: Long-term borrowings due within one year or one operating period | ( 1,262,189) | |||
| $ 11,667 | ||||
| Nature of loan | Borrowing period and repayment method | Interest rate range | Collateral | December 31, 2024 |
| Bank credit loan | ||||
| Hua Nan Commercial Bank, Ltd. | Monthly payment of interests and principal from August 1, 2023 to August 1, 2028 | 2.22% | None | $ 25,667 |
| The Shanghai Commercial & Savings Bank, Ltd. | Monthly payment of interests from December 20, 2023 to December 20, 2026 | 2.22% | " | 20,218 |
| Taichung Commercial Bank | Monthly payment of interests from September 20, 2024 to March 21, 2025 | 2.53% | " | 54,000 |
| Taiwan Cooperative Bank | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 200,490 |
| Taiwan Business Bank | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 148,310 |
| Chang Hwa Bank | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 148,310 |
| Hua Nan Commercial Bank, Ltd. | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 49,070 |
| Nature of loan | Borrowing period and repayment method | Interest rate range | Collateral | December 31, 2024 |
|---|---|---|---|---|
| Agricultural Bank of Taiwan | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 98,240 |
| Land Bank of Taiwan | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 49,070 |
| Taiwan Business Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 250,010 |
| Taiwan Cooperative Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 434,520 |
| Chang Hwa Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 81,070 |
| Agricultural Bank of Taiwan | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 81,070 |
| The Shanghai Commercial & Savings Bank, Ltd. | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 168,240 |
| Bank of Taiwan | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 168,240 |
| Bank of Kaohsiung | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 168,240 |
| Taiwan Cooperative Bank | Monthly payment of interests from April 7, 2023 to October 7, 2026 | 2.68% | " | 163,869 |
| Far Eastern International Bank | Monthly payment of interests from December 5, 2023 to May 22, 2026 | 2.64% | " | 63,053 |
| Bank guaranteed loan | ||||
| E.SUN Commercial Bank, Ltd. | Monthly payment of interests from August 29, 2024 to August 29, 2030 | 2.50% | Inventories - To-be- constructed land | 446,000 |
| 2,817,687 | ||||
| Less: Long-term borrowings due within one year or one operating period | ( 2,788,803) | |||
| $ 28,884 |
Note 1: In the third quarter of 2023, the Group signed a post-pandemic recovery project loan agreement with the Hua Nan Commercial Bank, with a credit limit of NT$35,000. The agreed loan interest rate is the Chunghwa Post 2-Year Fixed Deposit Mobilization Rate plus 0.5%. During the first year, there is a subsidy period subsidizing the Chunghwa Post 2-Year Fixed Deposit Mobilization Rate, and starting from the second year, interest is calculated at the agreed loan interest rate.
Note 2: In the fourth quarter of 2023, the Group signed a post-pandemic recovery project loan agreement with the Shanghai Commercial and Savings Bank, with a credit limit of NT$30,000. The agreed loan interest rate is the Chunghwa Post 2-Year Fixed Deposit Mobilization Rate plus 0.5%. During the first year, there is a subsidy period subsidizing the Chunghwa Post 2-Year Fixed Deposit Mobilization Rate, and starting from the second year, interest is calculated at the agreed loan interest rate.
a. In October 2019, the Company signed a joint credit agreement with the Taiwan Cooperative Bank, Ltd., Chang Hwa Commercial Bank, Ltd., Taiwan Business Bank Co., Ltd. Execution funds for the "Entrusted Development, Sale and Management Case of the Later Phase of Machohou Industrial Park in Chiayi County." signed by the Group in October 2018. The total credit limit is established at $6,780,000, which comprises a guarantee limit of $780,000 and a loan limit of $6,000,000. The primary credit period is calculated from the date of the first drawdown and extends for six years. In 2024, the credit limit was extended to October 2026 in collaboration with the credit banking consortium. As of December 31, 2025, the Company has used the performance guarantee amount of $364,626 and the loan amount of $0. President of the Company agrees, on personal behalf, to be the joint guarantor of this credit line case. During the term of this credit line case, the Company mainly undertakes to promise as follows:
(a) Financial ratios in annual consolidated financial statement should be maintained as follows:
Tangible equity: After deduction of intangible assets, stockholders' equity shall not be lower than NT$2.5 billion.
(b) Within 2 years from the first use day of this development project, it should complete the first notice for sale or registration.
(c) Within 2 years from the first notice for sale or registration, sales rate shall reach 25% (inclusive).
(d) Within 3 years from the first notice for sale or registration, sales rate shall reach 35% (inclusive).
(e) During the existence of this credit case, if there is an advance from a shareholder, the Company shall obtain a consent letter signed by the shareholder, agreeing that the shareholder shall not be repaid until the credit case is fully paid, and the interest rate shall not be higher than this credit extension. The loan interest rate at the time of the case or later, unless the advance is converted into a capital company.
b. In September 2022, the Company entered into a joint credit agreement with a syndicate of creditors, including Taiwan Cooperative Bank, for the Group to fund the implementation of the "Development, Rental, Sales and Management Plan for the Tainan Cigu Science and Technology Industrial Park" signed with the Tainan City Government in January 2021. The total credit limit is NT$2,487,000 (including the guaranteed limit of NT$487,000 and the intermediate loan limit of NT$2,000,000). The main credit period is 6 years from the date of first use. As of December 31, 2025, the Company has used the performance guarantee amount of $308,481 and the loan amount of $544,627. President of the Company agrees, on
~45~
personal behalf, to be the joint guarantor of this credit line case. During the term of this credit line case, the Company mainly undertakes to promise as follows:
(a) Financial ratios in annual consolidated financial statement should be maintained as follows: Tangible equity: After deduction of intangible assets, stockholders' equity shall not be lower than NT$2.5 billion.
(b) During the existence of this credit case, if there is an advance from a shareholder, the Company shall obtain a consent letter signed by the shareholder, agreeing that the shareholder shall not be repaid until the credit case is fully paid, and the interest rate shall not be higher than this credit extension. The loan interest rate at the time of the case or later, unless the advance is converted into a capital company.
The Group didn't break aforesaid promises in 2025 and 2024.
(19) Pension
Confirmation of allocation plan
a. Since July 1, 2005, the Company and its domestic subsidiaries have formulated a retirement method with certain contributions in accordance with the "Labor Pension Act," which is applicable to employees of their own nationalities. For employees who choose to apply the labor pension system stipulated in the "Labor Pension Regulations," the Company and its domestic subsidiaries pay the labor pension at 6% of the salary to the employee's personal account of the Bureau of Labor Insurance. The payment of the employee pension is based on the employee. The individual pension account and the amount of accumulated income are collected in the form of monthly pension or lump sum pension.
b. In 2025 and 2024, the pension costs recognized by the Group in accordance with the above-mentioned pension plan were $8,322 and $7,819, respectively.
(20) Capital Stock
a. As of December 31, 2025, the Company's authorized capital was NT$3,500,000, the paid-in capital was NT$2,332,457, and the par value per share was NT$10, totaling 233,246 thousand shares. The adjustment of the Company's ordinary outstanding shares at the beginning and end of the period is as follows (unit: thousand shares):
| 2025 (note) | 2024 (note) | |
|---|---|---|
| January 1 | 233,246 | 228,673 |
| Capitalization of earnings | - | 4,573 |
| December 31 | 233,246 | 233,246 |
Note: The number of shares of the Company held by subsidiaries is not deducted.
b. Treasury stock
(a) Cause and quantity of withdrawing share
| Name of companies holding share | Withdrawal cause | December 31, 2025 | |
|---|---|---|---|
| Number of Shares | Book value | ||
| The Company Subsidiary - Chang Ji | Transfer of shares to employees (Note) | ||
| Safeguard stockholders' equity | - | $ - | |
| Total | 29,261 thousand shares | 255,837 | |
| $ 255,837 | |||
| December 31, 2024 | |||
| Name of companies holding share | Withdrawal cause | Number of Shares | Book value |
| The Company Subsidiary - Chang Ji | Transfer of shares to employees (Note) | ||
| Safeguard stockholders' equity | 2,000 thousand shares | $ 20,648 | |
| Total | 29,261 thousand shares | 255,837 | |
| $ 276,485 |
Note: On July 12, 2022, the Company approved the repurchase of 2,000 thousand treasury shares through the Board of Directors' resolution. By September 12, 2022 (the expiry of the execution period), a total of 2,000 thousand treasury shares were repurchased, in total of NT$20,648. The Company's Board of Directors resolved on August 13, 2025, to proceed with a capital reduction through share cancellation, with the record date set as September 5, 2025, and the amendment registration was duly completed on November 13, 2025.
(b) The Securities and Exchange Act stipulates that the Company's repurchase of outstanding shares shall not exceed 10% of the Company's total issued shares, and the total repurchase amount of shares shall not exceed the retained earnings plus the premium of the issued shares and the realized capital reserve amount.
(c) The treasury stocks held by the Company shall not be pledged in accordance with the Securities and Exchange Act, or enjoy the rights of shareholders before they are transferred.
(d) According to the Securities and Exchange Act, the shares transferable to employees bought back shall be transferred within five years from the date of the buyback. If not, the Company shall be deemed as not having issued shares, and shall make registration change and cancellation of shares. To maintain the Company's credit and shareholders' equity, the repurchased shares shall be subject to change registration and cancellation of the shares within six months from the date of repurchase.
(e) For pledge and guarantee information, please refer to Note 8(b).
c. On June 13, 2024, the shareholders' meeting resolved to approve the capitalization of undistributed earnings from the fiscal year 2023, amounting to NT$45,734. This capitalization involved the issuance of 4,573 thousand new shares at a par value of NT$10 per share. The capital increase proposal has been approved by the Financial Supervisory Commission and the ex-rights reference date was determined by the Board of Directors on August 7, 2024 to be August 31, 2024. The total issued shares after the capital increase amounted to NT$2,352,457, divided into 235,246 thousand shares. The registration change was completed on September 18, 2024.
(21) Capital Surplus
In accordance with the Company Act, the overage from the issuance of shares in excess of the par value and the receipt of the capital reserve as gifts, can be used to make up for losses, but when the Company has no accumulated losses, can be distributed in the form of new shares or cash on the basis of former shareholding ratio. In addition, in accordance with the Securities and Exchange Act, when the above-mentioned capital reserve is allocated to capital, the total annual amount of such allocation shall not exceed 10% of the paid-in capital. The Company shall not use the capital reserve to supplement the surplus even if it is still insufficient to make up for the capital loss.
The account balances as of December 31, 2025 and 2024 are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Treasury stock | $ 305,866 | $ 293,083 |
| Differences between consideration and carrying amount of subsidiaries acquired or disposed | 3,741 | 2,132 |
| Share premium | 43 | 43 |
| Others | 175 | 175 |
| $ 309,825 | $ 295,433 |
(22) Retained Earnings
a. According to these articles of association, if there is a surplus in the annual final accounts, besides paying all taxes and levies according to law, the losses of previous years should be made up for first, and later 10% should be set aside as the legal reserve. If any surplus occurs afterward, keep it or distribute it according to the resolution of the shareholders' meeting. The Company shall also appropriate or reverse special reserves in accordance with laws or regulations stipulated by the competent authorities. The Company shall also appropriate or reverse special reserves in accordance with laws or regulations stipulated by the competent authorities. With regard to the earnings and undistributed earnings of same period (including adjustment on undistributed earnings), the Board of Directors shall submit an earnings
~48~
distribution proposal to distribute dividends to shareholders, subject to the approval at the shareholders' meeting.
b. Our dividend policy is as follows: The industrial life cycle of the Company is in the growth period. To coordinate the Company's long-term financial planning for sustainable management and stable growth, the dividend policy adopts the residual dividend policy. According to the Company's budget plan, cash dividends shall first be reserved. If there is a remaining balance, a cash dividend shall be distributed. If the cash dividend can be distributed in the year, it shall not be lower than 5% of the total dividend amount.
c. Except for making up for the Company's losses and distributing new shares or cash in the shareholders' existing shares proportion, the legal reserve shall not be used. However, if new shares or cash are issued, such reserve shall not exceed 25% of the paid-in capital.
d. Special reserve
(a) When the Company distributes surplus, the debit balance of other equity items on the balance sheet day of the year must be set aside as a special reserve before distribution. When the debit balance of other equity items is reversed, the reversal amount may be included in the surplus available for distribution.
(b) As stipulated in JGZFZ No. 1010047490 order, the accounting treatment of the public offering company's reinvestment subsidiary holding the parent company's stock shall be handled in accordance with the provisions of Paragraph 1, Article 41 of the Securities and Exchange Act. Therefore, for listed, OTCBB listed and emerging companies, because their subsidiaries do not hold the parent company's shares, their market values are lower than book values; same amounts as the differences shall be provided as per shareholding ratios, but shall not be distributed. If the market price rebounds subsequently, the listed, OTC, and emerging companies may transfer the amount to the special reserve in accordance with the shareholding ratio.
e. Surplus distribution
On June 11, 2025 and June 13, 2024, the Company passed the resolutions of earnings distribution plans for 2024 and 2023 at the shareholders' meeting as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | Dividends Per Share (NT$) | Amount | Dividends Per Share (NT$) | |
| Provision for legal reserve | $ 19,973 | $ 20,479 | ||
| Rotary special surplus reserve | ( 18,815) | 2,576 | ||
| Cash | 116,623 | $ 0.50 | 91,469 | $ 0.40 |
| Stock dividends | - | 45,734 | 0.20 | |
| Total | $ 117,781 | $ 160,258 |
f. On March 11, 2026, the Company’s Board of Directors passed the resolution on annual profit distribution plan for the year 2025.
| 2025 | ||
|---|---|---|
| Amount | Dividends Per Share (NT$) | |
| Provision for legal reserve | $ 22,419 | |
| Provision of special reserve | 4,497 | |
| Cash | 139,947 | $ 0.60 |
| Total | $166,863 |
By March 11, 2026, the above-mentioned for surplus distribution proposal for the year 2025 has not been resolved by the shareholders' meeting.
g. Dividends recognized as distributions to owners for the year 2024 amounted to $137,203 (NT$0.6 per share). On June 13, 2024, as resolved by the shareholders' meeting, it was decided to distribute the earnings for the fiscal year 2023 as follows: a cash dividend of NT$0.4 per common share and a stock dividend of NT$0.2 (totaling 4,573 thousand shares). The total amount was NT$137,203. The record date for the above cash and stock dividends was August 31, 2024.
h. Dividends recognized as distributions to owners for the year 2025 amounted to $116,623 (NT$0.5 per share). On June 11, 2025, the shareholders' meeting resolved to distribute a cash dividend of NT$0.5 per common share out of the 2024 earnings. The record date for the aforementioned cash dividend distribution was September 6, 2025.
(23) Operating Revenue
a. Subdivision of customer contract revenue
The Group's revenue is derived from the provision of goods and services that are gradually recognized over time and recognized at certain time points. Revenue can be broken down into the following major product lines:
| 2025 | Sales revenue | Project revenue | Service revenue | Total |
|---|---|---|---|---|
| Revenue recognition time point | ||||
| Revenue recognized at certain time point | $ 190,124 | $ - | $ 9,143 | $ 199,267 |
| Revenue recognized over time | - | 2,879,721 | 341,137 | 3,220,858 |
| $ 190,124 | $ 2,879,721 | $ 350,280 | $ 3,420,125 |
~51~
| 2024 | Sales revenue | Project revenue | Service revenue | Total |
|---|---|---|---|---|
| Revenue recognition time point | ||||
| Revenue recognized at certain time point | $ 172,155 | $ - | $ - | $ 172,155 |
| Revenue recognized over time | - | 2,222,951 | 264,680 | 2,487,631 |
| $ 172,155 | $ 2,222,951 | $ 264,680 | $ 2,659,786 |
b. Contractual assets and contractual liabilities
The contractual assets and contractual liabilities recognized by the Group are as follows:
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Contract assets: | |||
| Contractual assets - Construction contract clauses | $ 370,966 | $ 281,474 | $ 304,176 |
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
| Contract liabilities: | |||
| Contractual liabilities - Construction contract clauses | $ 193,274 | $ 67,151 | $ 107,249 |
For information on credit risk related to contract assets, please refer to Note 12(2).
c. Opening contractual liabilities are recognized as revenue of the period
| 2025 | 2024 | |
|---|---|---|
| Project revenue | $ 67,151 | $ 46,094 |
d. As of December 31, 2025 and 2024, the allocated transaction prices for engineering and service contracts signed by the Group with its clients, which have not yet been fulfilled or have not been fully fulfilled, are $6,027,606 and $8,620,726, respectively. Management expects that the transaction prices allocated to unsatisfied performance obligations as of December 31, 2025 and 2024 will be recognized as revenue during the periods from 2026 to 2029 and from 2025 to 2028, respectively.
e. In 2020, the Group undertook the Changhua Post Office construction project. The project was subsequently suspended due to changes in the building design initiated by the client. As the suspension period exceeded six months, meeting the contractual condition under which the Company was entitled to terminate the contract, the Company exercised its right to terminate the contract and, in 2024, initiated legal proceedings against the client to claim damages arising from the termination. The case was adjudicated by the Taiwan Taipei District Court in the first instance in 2025, and the Company has adjusted the relevant profit or loss in accordance with the first-instance judgment. Subsequently, both parties filed
lawful appeals to the second instance within the statutory period. As of March 11, 2026, the second-instance court has not yet rendered a judgment.
(24) Interest income
| 2025 | 2024 | |
|---|---|---|
| Bank deposit interest | $ 12,957 | $ 4,937 |
| Interest income from financial assets at amortized cost | 3,581 | 4,323 |
| Other interest income | 15,316 | 50,075 |
| Interest revenue from financial assets at fair value through other comprehensive income | 3,972 | 2,431 |
| $ 35,826 | $ 61,766 |
(25) Other Revenue
| 2025 | 2024 | |
|---|---|---|
| Rental income | $ 2,436 | $ 2,190 |
| Dividend income | 1,200 | 1,086 |
| Other revenue - other | 10,421 | 1,682 |
| $ 14,057 | $ 4,958 |
(26) Other gains and losses
| 2025 | 2024 | |
|---|---|---|
| Conversion gains (losses) of net foreign currency exchange | ($ 1,340) | $ 7,493 |
| Gain on disposal of property, plants and equipment | - | 28,001 |
| Loss on disposal of investments | - | ( 13,227) |
| Others | ( 411) | ( 583) |
| ($ 1,751) | $ 21,684 |
(27) Finance costs
| 2025 | 2024 | |
|---|---|---|
| Interest expenses: | ||
| Bank loan | $ 79,877 | $ 101,313 |
| Payment of interests for company bonds | 2,800 | 2,800 |
| Discounted amortization of company bonds | 605 | 600 |
| Others | 1,841 | 130 |
| Less: Capitalization amount of assets meeting the requirements | ( 11,150) | ( 3,618) |
| Industry park interest repayment | ( 41,873) | ( 68,265) |
| $ 32,100 | $ 32,960 |
(28) Additional information about the expense nature
| 2025 | |||
|---|---|---|---|
| Included in operating costs | Included in operating expenses | Total | |
| Employee benefit expenses | $ 116,601 | $ 106,000 | $ 222,601 |
| Depreciation expenses (Investment properties included) | 372 | 3,983 | 4,355 |
| Depreciation expenses of right-of-use assets | 1,608 | 3,163 | 4,771 |
| Amortization expenses | 164 | 2,940 | 3,104 |
| 2024 | |||
| Included in operating costs | Included in operating expenses | Total | |
| Employee benefit expenses | $ 110,182 | $ 103,991 | $ 214,173 |
| Depreciation expenses (Investment properties included) | 114 | 3,688 | 3,802 |
| Depreciation expenses of right-of-use assets | 1,571 | 3,965 | 5,536 |
| Amortization expenses | 32 | 2,400 | 2,432 |
(29) Employee benefit expenses
| 2025 | |||
|---|---|---|---|
| Included in operating costs | Included in operating expenses | Total | |
| Salary | $ 97,665 | $ 92,981 | $ 190,646 |
| Labor expense | 9,496 | 6,800 | 16,296 |
| Pension expense | 5,162 | 3,160 | 8,322 |
| Other labor expense | 4,278 | 3,059 | 7,337 |
| $ 116,601 | $ 106,000 | $ 222,601 | |
| 2024 | |||
| Included in operating costs | Included in operating expenses | Total | |
| Salary | $ 92,587 | $ 91,143 | $ 183,730 |
| Labor expense | 8,634 | 6,603 | 15,237 |
| Pension expense | 4,729 | 3,090 | 7,819 |
| Other labor expense | 4,232 | 3,155 | 7,387 |
| $ 110,182 | $ 103,991 | $ 214,173 |
a. According to the provisions of the Company's Articles of Incorporation, if the Company generates profits in a given year, 8% shall be appropriated as employee compensation and up to 2% as director remuneration. However, when there are accumulated losses (including adjustment on undistributed earnings), the Company shall reserve appropriate amounts for offsetting before making the remuneration. From the amount allocated for employee remuneration, at least 1% must be distributed to frontline employees. The above remuneration to the employees may be allotted in cash or stock, and the eligible personnel shall include employees at subsidiaries that meet related requirements. The above remuneration to the directors shall be in cash. Clauses in preceding two paragraphs shall be determined upon the resolution by the Board of Directors and reported to the Shareholders' Meeting.
b. The estimated amount of employee remuneration of the Company in 2025 and 2024 is $24,249 and $21,840, respectively. The estimated amount of remuneration for Director of Board is $6,062 and $5,460, respectively, and the above amount is recorded in the salary expense account. In 2025, depending on the year's profits, 8% and 2% are estimated and recorded respectively. The resolution of the Board of Directors decided that the actual allotment amounts were $24,249 and $6,062, of which employee remuneration was paid in cash.
The employee remuneration of $21,840 and director remuneration of $5,460 for the year 2024 approved by the Board of Directors are consistent with the amounts recognized in the financial report for the year 2024.
Information on employee remuneration and director remuneration approved by the Company's Board of Directors can be viewed on the Market Observation Post System.
c. It was 208 and 199 respectively for the number of employees of the Group on December 31, 2025, and 2024, of which the number of directors who were not concurrently employees was five and six persons, respectively.
(30) Income tax
a. Income tax expenses
Components of income tax expense:
| 2025 | 2024 | |
|---|---|---|
| Income tax for the period: | ||
| Income tax from gains of the current period | $ 55,016 | $ 66,163 |
| Undistributed surplus tax | 4,097 | 2,759 |
| Land VAT | - | 3,670 |
| Underestimate (overestimate) number of income of previous years | ( 9,898) | ( 97) |
| Total income tax for the period | 49,215 | 72,495 |
| Deferred income tax: | ||
| Original generation and return of temporary difference | 3,649 | ( 21,639) |
| Income tax expenses | $ 52,864 | $ 50,856 |
b. Relationship of income tax expense with accounting profit
| 2025 | 2024 | |
|---|---|---|
| Calculation of income tax of pre-tax net profit at statutory tax rate (Note) | $ 59,322 | $ 55,542 |
| Expenses and income exempted from tax under the tax law | 236 | (10,933) |
| Land VAT | - | 3,670 |
| Deferred income tax assets' realizable evaluation changes | (893) | (85) |
| Overestimate number of income of previous years | (9,898) | (97) |
| Undistributed surplus tax | 4,097 | 2,759 |
| Income tax expenses | $ 52,864 | $ 50,856 |
Note: The basis of the applicable tax rate is the tax rate applicable to the income of the relevant country.
c. The amounts of each deferred income tax asset or liability arising from temporary differences and tax losses are as follows:
| 2025 | ||||
|---|---|---|---|---|
| January 1 | Recognized as profit or loss | Recognized as other comprehensive income/(loss) | December 31 | |
| Temporary difference: | ||||
| - Deferred tax assets: | ||||
| Unrealized bad debt loss | $ 269 | $ 132 | $ - | $ 401 |
| Unrealized inventories and idle inventory losses | 924 | - | - | 924 |
| Unrealized foreign investment loss | 317 | - | 317 | |
| Unrealized impairment loss | 84 | - | - | 84 |
| Deferred Unrecognized Project Losses | 6,019 | (3,909) | 2,110 | |
| Unpaid leave bonus | 129 | 38 | - | 167 |
| Subtotal | 7,742 | (3,739) | - | 4,003 |
| - Deferred tax liabilities: | ||||
| Unrealized conversion profit | (144) | 90 | - | (54) |
| Total | $ 7,598 | ($ 3,649) | $ - | $ 3,949 |
~56~
| 2024 | ||||
|---|---|---|---|---|
| January 1 | Recognized as profit or loss | Recognized as other comprehensive income/(loss) | December 31 | |
| Temporary difference: | ||||
| — Deferred tax assets: | ||||
| Unrealized bad debt loss | $ 282 | ($ 13) | $ - | $ 269 |
| Unrealized inventories and idle inventory losses | 924 | - | - | 924 |
| Unrealized foreign investment loss | 317 | - | - | 317 |
| Unrealized impairment loss | 84 | - | - | 84 |
| Unrealized conversion losses | 719 | ( 719) | - | - |
| Loss offset | 18,985 | ( 18,985) | - | - |
| Deferred Unrecognized Project Losses | - | 6,019 | - | 6,019 |
| Unpaid leave bonus | 103 | 26 | - | 129 |
| Subtotal | 21,414 | ( 13,672) | - | 7,742 |
| 2024 | ||||
| January 1 | Recognized as profit or loss | Recognized as other comprehensive income/(loss) | December 31 | |
| — Deferred tax liabilities: | ||||
| Unrealized foreign investment profit | ($ 32,319) | $ 32,319 | $ - | $ - |
| Unrealized conversion profit | - | ( 144) | - | ( 144) |
| Conversion difference of foreign operating agency | ( 3,136) | 3,136 | - | - |
| Subtotal | ( 35,455) | 35,311 | - | ( 144) |
| Total | ($ 14,041) | $ 21,639 | $ - | $ 7,598 |
d. The effective period of the Group's unused tax losses and the relevant amounts of unrecognized deferred income tax assets are as follows:
December 31, 2025
| Occurrence year | Declared/Authorized number | Amount without deduction | Unlisted deferred income tax assets | Last deduction year |
|---|---|---|---|---|
| 2020 | $ 175,349 | $ - | $ - | 2030 |
e. Deductible temporary differences not recognized as deferred income tax assets:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Deductible temporary differences | $ 6,311 | $ 6,311 |
f. The income tax settlement and declaration of the profit of the Company and subsidiaries have been approved by the tax collection authority for the year 2023.
(31) Earnings per share
| 2025 | |||
|---|---|---|---|
| After-tax amount | Weighted average number of outstanding shares (thousand shares) | Earnings per share (NT$) | |
| Basic earnings per share | |||
| Net profit of the current period belongs to the parent company | $ 224,193 | 203,985 | $ 1.10 |
| Diluted earnings per share | |||
| Influence of potential ordinary shares with dilution effect | |||
| Employee dividends | - | 2,353 | |
| Net profit of the current period belongs to the parent company's ordinary share holders, plus potential impact on ordinary shares | $ 224,193 | 206,338 | $ 1.09 |
| 2024 | |||
| After-tax amount | Weighted average number of outstanding shares (thousand shares) | Earnings per share (NT$) | |
| Basic earnings per share | |||
| Net profit of the current period belongs to the parent company | $ 199,727 | 203,985 | $ 0.98 |
| Diluted earnings per share | |||
| Influence of potential ordinary shares with dilution effect | |||
| Employee dividends | - | 2,266 | |
| Net profit of the current period belongs to the parent company's ordinary share holders, plus potential impact on ordinary shares | $ 199,727 | 206,251 | $ 0.97 |
(32) Changes of liabilities from financing activities
| Short-term borrowings | Short-term bills payable | Long-term borrowings (including long-term loans due within one year or one operating period) | Corporate bonds payable (including corporate bonds due within one year or one operating period) | Total liabilities from financing activities | |
|---|---|---|---|---|---|
| January 1, 2025 | $ 797,068 | $ 180,000 | $ 2,817,687 | $ 498,870 | $ 4,293,625 |
| Changes of financing cash flow (Other non-cash changes) | 16,010 | 100,000 | (1,543,831) | - | (1,459,841) |
| December 31, 2025 | $ 781,058 | $ 280,000 | $ 1,273,856 | $ 499,475 | $ 2,834,389 |
| Short-term borrowings | Short-term bills payable | Long-term borrowings (including long-term loans due within one year or one operating period) | Corporate bonds payable (including corporate bonds due within one year or one operating period) | Total liabilities from financing activities | |
| January 1, 2024 | $ 808,980 | $ 110,000 | $ 1,904,039 | $ 498,270 | $ 3,321,289 |
| Changes of financing cash flow (Other non-cash changes) | 11,912 | 70,000 | 913,648 | - | 971,736 |
| December 31, 2024 | $ 797,068 | $ 180,000 | $ 2,817,687 | $ 498,870 | $ 4,293,625 |
- Transactions of related parties
Remuneration of key management
| 2025 | 2024 | |
|---|---|---|
| Salary and other short-term employee benefit | $ 35,261 | $ 28,366 |
| Benefit after retirement | 744 | 549 |
| Total | $ 36,005 | $ 28,915 |
- Assets in pledge
(1) The details of the guarantee provided for the assets of the Group are as follows:
| Asset item | Book value | Guarantee purpose | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Inventories - To-be-constructed land | $ 572,986 | $ 561,836 | Guarantee for bank financing limit |
| - Property for sale | 46,500 | 46,500 | Guarantee for bank financing limit |
| - Property under construction | 27,533 | 13,057 | Guarantee for bank financing limit |
| Other current assets | |||
| - Pledged deposit | 14,752 | 14,212 | Project bond, performance bond and bank financing limit guarantee |
| Asset item | Book value | Guarantee purpose | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| - Reserve account | 375,778 | 216,283 | Bank loan guarantees, performance guarantee deposits, advance payment guarantee deposits, and corporate bonds payable. |
| - Special account for trust | 6,085,578 | 1,623,280 | Performance bond |
| - Project deposit and bid bond | 60,996 | 13,913 | Project deposit and bid bond |
| Property, plant and equipment | 61,888 | 62,422 | Guarantee for bank financing limit |
| Investment property | 63,720 | 64,028 | Guarantee for bank financing limit |
| Other non-current assets | |||
| - Refundable deposits | 13,498 | 15,120 | Deposits |
| - Reserve account | - | 153,677 | Bonds payable |
| $ 7,323,229 | $ 2,784,328 |
(2) As of December 31, 2025 and December 31, 2024, Chang Ji pledged 29,261 thousand shares and 23,687 thousand shares (listed as treasury stock) of the Company against a loan.
- Significant contingent liabilities and outstanding contractual commitments
Commitments
Except for Note 6(g), the Group also has major commitments and contingencies. Specific abstracts are as follows:
(1) Warranty
a. For bid deposits, performance bonds, advance payment guarantees, and other construction guarantees required by the Group, the Group appointed the bank as joint and several guarantor. The Group signed entrusted warranty contracts or provided fixed deposit receipts as pledges and guarantees. As of December 31, 2025, the total guarantee amounted to NT$1,115,447.
b. By Dec. 31, 2025, the performance bond notes issued by the Group for the project owner were $247,361.
(2) By Dec. 31, 2025, the Group has signed contract project contract, and the amount to be paid for the project in future years is $3,286,924.
- Major disaster loss
No such circumstance.
~60~
- Major subsequent events
On March 11, 2026, the Board of Directors of the Group passed the resolution on the profit distribution plan and the payment of remuneration of employees, directors and supervisors for the year 2025. Please refer to Note 6 (22) 6. and Note 6 (29) for details.
- Others
(1) Capital management
The Group's capital management objectives are to ensure the continued operation, maintain optimal capital structure to lower capital costs, and provide remuneration to shareholders. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Based on the debt-to-capital ratio, the Group monitors its capital. The ratio is calculated by dividing total capital by net debt. Net debt is calculated as the deduction of cash and cash equivalents from total borrowings (including "Current and Non-current Borrowings" reported in consolidated balance sheets). Gross capital is calculated as "Equity" reported in consolidated balance sheets plus net debt.
By December 31, 2025 and 2024, the Group's debt-to-capital ratio was as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total borrowing | $ 2,834,389 | $ 4,293,625 |
| Less: Cash and cash equivalents | (709,549) | (261,867) |
| Net liabilities | 2,124,840 | 4,031,758 |
| Total equity | 3,602,889 | 3,486,616 |
| Total capital | $ 5,727,729 | $ 7,518,374 |
| Debt-to-capital ratio | 37.10% | 53.63% |
(2) Financial instrument
a. Category of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Investment of equity instrument specified for financial assets at fair value through other comprehensive income | $ 72,711 | $ 77,216 |
| Financial assets at amortized cost | ||
| Cash and cash equivalents | 709,549 | 261,867 |
| Financial assets at amortized cost | 137,964 | 350,381 |
| Notes receivable | 2,322 | 975 |
| Accounts receivable | 149,921 | 72,964 |
| Other accounts receivable | 3,810,938 | 5,141,810 |
| Refundable deposits | 13,498 | 15,120 |
| Other financial assets | 6,537,104 | 2,021,365 |
| $ 11,434,007 | $ 7,941,698 |
~61~
| Financial liabilities | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Financial liabilities at amortized cost | ||
| Short-term borrowings | $ 781,058 | $ 797,068 |
| Short-term bills payable | 280,000 | 180,000 |
| Notes payable | 14,486 | 7,762 |
| Accounts payable | 604,089 | 426,549 |
| Other accounts payable | 79,063 | 71,032 |
| Payable company bonds (inclusive of company bonds mature within one year or one operating cycle) | 499,475 | 498,870 |
| Long-term borrowings (inclusive of long-term loan mature within one year or one operating cycle) | 1,273,856 | 2,817,687 |
| Deposits received | 23,238 | 3,483 |
| Rental liabilities | 3,388 | 8,179 |
| $ 3,558,653 | $ 4,810,630 |
b. Risk management policy
The Group’s financial risks are mainly the risks associated with investing in financial instruments and the exchange rate risks of foreign currency transactions. For the financial risks of investing in various financial instruments, the Group has always adopted the strictest control standards. All financial investments and operations have undergone a comprehensive assessment of their possible market risks, credit risks, liquidity risks and cash flow risks. The one with the least risk is the one to rely on. For exchange rate risk of foreign currency transactions, also based on policy risk management objectives, the Group aims to figure out optimized risk points and maintain appropriate liquidity points to achieve the best hedging strategy.
c. Significant financial risk - Nature and degree
(a) Market risk
Exchange rate risk
i. The Group involves certain non-functional currencies in business. Therefore, it is affected by important exchange rate fluctuations. The information on foreign currency ass
ii. ets and liabilities with significant exchange rate fluctuations is as follows:
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Foreign currency (NT$ thousand) | Exchange rate | Book value (New Taiwan Dollars) | Sensitivity analysis | |||
| Fluctuation range | Influence of profit and loss | Influence of rights and interests | ||||
| (Foreign currency: Functional currency) | ||||||
| Financial assets | ||||||
| Monetary item | ||||||
| US$: NT$ | 5,402 | 31.43 | $169,758 | 1% | $1,072 | $ 626 |
| Financial liabilities | ||||||
| Monetary item | ||||||
| US$: NT$ | 136 | 31.43 | $ 4,242 | 1% | ($ 42) | $ - |
| December 31, 2024 | ||||||
| Sensitivity analysis | ||||||
| Foreign currency (NT$ thousand) | Exchange rate | Book value (New Taiwan Dollars) | Fluctuation range | Influence of profit and loss | Influence of rights and interests | |
| (Foreign currency: Functional currency) | ||||||
| Financial assets | ||||||
| Monetary item | ||||||
| US$: NT$ | 3,731 | 32.79 | $122,235 | 1% | $ 570 | $ 652 |
| Financial liabilities | ||||||
| Monetary item | ||||||
| US$: NT$ | 144 | 32.79 | $ 4,650 | 1% | ($ 47) | $ - |
iii. Due to significant influence of exchange rate fluctuation, the Group recognizes aggregate amounts of all the exchange profits and losses (including realized and unrealized) of monetary items as ($1,340) and $7,493, respectively in 2025 and 2024.
Price risk
The Group's equity instruments exposed to price risk are financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income in the held column. To manage the price risk of investment in equity instruments, the Group diversifies its investment portfolio on the basis of limits set by the Group.
Interest rate risk of cash flow and fair value
The Group's interest rate risk comes from bank loans. Borrowings issued at floating interest rates expose the Group to take cash flow interest rate risk, which is partially offset by cash and cash equivalents held at floating interest rates. Borrowings issued at fixed interest rates expose the Group to fair value interest rate risk. In 2025 and 2024, the Group's borrowings at floating interest rate were priced in New Taiwan Dollars, and every time when the market interest rate goes up by 1%, the increased cash outflows were $23,349 and $37,948, respectively.
(b) Credit risk
i. Credit risk refers to the risk of financial loss to the Group due to the failure of a customer or financial instrument counterparty to meet its contractual obligations. According to the Group's internal credit policy, each operating entity within the Group must conduct management and credit risk analysis for each new customer before setting the terms and conditions for payment and delivery. Internal risk control is to assess the credit quality of customers by taking into account their financial status, experience and other factors. Individual risk limits are set by the Board of Directors based on internal or external ratings and are used to regularly monitor credit lines. The main credit risk comes from deposits made with banks and financial institutions, as well as credit risk from wholesale and retail customers, and includes uncollected accounts receivable.
ii. In 2025 and 2024, there was no items exceeding the credit limit, and the management did not expect any significant losses due to the counterparty's non-performance of contracts.
iii. The Group uses IFRS 9 to provide the following assumptions as a basis for judging whether there is a significant increase in the credit risk of financial instruments after original recognition:
When the contract payment is overdue for more than 30 days according to the agreed payment terms, it is deemed that the credit risk of the financial asset has increased significantly after the original recognition.
iv. The Group uses IFRS 9 to provide the following assumptions. When the contract payment is overdue for more than 90 days according to the agreed payment terms, it is deemed as a contract breach.
v. The Group groups accounts receivable and contract assets of customers according to the characteristics of customer type and estimates the expected credit losses based on matrix and loss ratio method with simplification method.
~63~
vi. The Group incorporated the prosperity observation report of the Taiwan Economic Research Institute into the consideration of future foresight and adjusted the loss rate established under the historical and current information of a specific period to estimate the allowance loss of accounts receivable and contract assets. It is as follows for the preparation matrix and loss rate method as of December 31, 2025, and 2024:
| Not overdue | Overdue for 1 to 120 days | Overdue for 121 days and above | Total | |
|---|---|---|---|---|
| December 31, 2025 | ||||
| Expected loss ratio | 0%~2.92% | 2.92%~100.00% | 100% | |
| Total book value | $ 524,298 | $ 14 | $ 6 | $ 524,318 |
| Allowance for loss | 3,411 | 14 | 6 | 3,431 |
| Not overdue | Overdue for 1 to 120 days | Overdue for 121 days and above | Total | |
| December 31, 2024 | ||||
| Expected loss ratio | 0%~5.61% | 5.61%~100.00% | 100% | |
| Total book value | $ 356,710 | $ 382 | $ 6 | $ 357,098 |
| Allowance for loss | 2,407 | 247 | 6 | 2,660 |
vii. The Group's changes in the allowance for credit losses on notes receivable, accounts receivable, and contract assets recognized using the simplified approach are as follows:
| 2025 | |||
|---|---|---|---|
| Accounts receivable | Contract assets | Notes receivable | |
| January 1 | $ 2,660 | $ - | $ - |
| Impairment loss record | - | 903 | - |
| Reversal of impairment loss | (132) | - | - |
| December 31 | $ 2,528 | $ 903 | $ - |
| 2024 | |||
| Accounts receivable | Notes receivable | ||
| January 1 (Same as December 31) | $ 2,660 | $ | - |
viii. The Group's accounts include receivables, debt instruments measured at amortized cost, and debt instrument investments measured at fair value through other comprehensive income. The credit quality of the counterparties involved in these transactions is good, with no significant signs of increased credit risk.
(c) Liquidity risk
i. Cash flow projection is executed by operating individuals in the Group, and summarized by the Group's financial department. The Group's Finance Department monitors the Group's current funds demand forecast to ensure that the Group has sufficient funds to meet its operational needs, and maintains sufficient but unpaid borrowing commitment limit at all times, so that the Group does not violate the relevant borrowing limits or terms. Such forecast takes into account the Group's debt financing plan, compliance with debt terms, compliance with financial ratio targets on the internal statements of balance sheets, and the requirements of external regulatory laws and regulations.
ii. Details of borrowing limit not used by the Group:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Mature within a year | $ 2,039,225 | $ 1,971,144 |
| Mature for over a year | 8,965,347 | 7,115,197 |
| $ 11,004,572 | $ 9,086,341 |
As of December 31, 2025 and 2024, in the Group's unutilized borrowing limit mature for more than one year of $7,455,373 and $5,955,120, respectively, are loan limits in execution of the Second-stage Entrusted Development of the Machohou Industrial Park in Chiayi County and the Cigu Technology Industrial Park Development, Rent, Sale and Management Project commissioned by the Tainan City Government specified in Note 6 (18).
iii. The following table shows the Group's non-derivative financial liabilities, which are grouped by relevant due dates, and analyzed based on the remaining period from the balance sheet statement day to the contractual maturity date. The contract cash flow presented in the following table is a non-discounted amount.
Non-derivative financial liabilities:
| December 31, 2025 | Within 1 year | 1 to 5 years |
|---|---|---|
| Short-term borrowings | $ 786,221 | $ - |
| Short-term bills payable | 280,000 | - |
| Notes payable | 14,486 | - |
| Accounts payable | 308,156 | 295,933 |
~66~
Non-derivative financial liabilities:
| Other accounts payable | 79,063 | - |
|---|---|---|
| Rental liabilities | 3,132 | 279 |
| Payable company bonds (inclusive of company bonds mature within one year or one operating cycle) | 502,941 | - |
| Long-term borrowings (inclusive of long-term loan mature within one year or one operating cycle) | 60,692 | 1,331,059 |
| Deposits received | 9,047 | 14,191 |
| Non-derivative financial liabilities: | ||
| December 31, 2024 | Within 1 year | 1 to 5 years |
| Short-term borrowings | $ 803,434 | $ - |
| Short-term bills payable | 180,000 | - |
| Notes payable | 7,702 | 60 |
| Accounts payable | 180,865 | 245,684 |
| Other accounts payable | 71,032 | - |
| Rental liabilities | 4,956 | 3,347 |
| Payable company bonds (inclusive of company bonds mature within one year or one operating cycle) | 3,405 | 506,346 |
| Long-term borrowings (inclusive of long-term loan mature within one year or one operating cycle) | 167,456 | 2,973,881 |
| Deposits received | - | 3,483 |
(3) Fair value information
a. The levels of evaluation techniques used to measure the fair value of financial and non-financial instruments are defined as follows:
Level 1: Market prices (unadjusted) that enterprises could obtain identical assets or liabilities over active markets on the measurement date. Active market is where transactions of assets or liabilities occur with sufficient frequency and volume, which provide pricing information on an ongoing basis. Fair value of shares and beneficiary certificates of listed/OTC listed invested by the Group falls into the scope.
Level 2: Assets or liabilities' directly or indirectly observable input values, but excluding prices of level 1.
Level 3: Assets or liabilities' unobservable input values. Equity instruments invested by the Group over the inactive market fall into this range.
b. For fair values of investment property measured with costs, please refer to Note 6(12).
c. Financial instruments measuring not with fair value
The Group's book values of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable and other accounts payable are reasonable approximations of fair values.
d. Financial and non-financial instruments performs measurement at fair value; the Group makes classification depending on the nature, characteristics and risks of assets and liabilities and the basis of fair value level. The relevant information is as follows:
(a) The Group is classified by nature of assets and liabilities. Relevant information is:
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Repeatable fair value | ||||
| Financial assets at fair value through other comprehensive income | ||||
| Equity securities | $ - | $ - | $ 10,130 | $ 10,130 |
| Debt securities | $ 62,581 | $ - | $ - | $ 62,581 |
| Total | $ 62,581 | $ - | $ 10,130 | $ 72,711 |
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||
| Repeatable fair value | ||||
| Financial assets at fair value through other comprehensive income | ||||
| Equity securities | $ - | $ - | $ 11,969 | $ 11,969 |
| Debt securities | $ 65,247 | $ - | $ - | $ 65,247 |
| Total | $ 65,247 | $ - | $ 11,969 | $ 77,216 |
(b) Methods and assumptions that the Group use to measure fair value are described as follows:
i. The Group adopts the market prices as the input values of fair values (i.e. level 1), which are sorted depending on the characteristics of the instruments as follows:
| Shares of listed (OTC listed) companies | Open-end fund | Corporate bonds | |
|---|---|---|---|
| Market prices | Closing price | Net Worth | Weighted average price per hundred |
ii. Except for financial instruments of aforesaid active markets, other financial instruments' fair values have been obtained with evaluation technique or by referring to counterparties' quotations. The fair values obtained through evaluation techniques may refer to current fair values of other financial instruments with substantially similar conditions and characteristics, discounted cash flow method or other evaluation techniques, including the use of models for calculation based on market information available on the consolidated balance sheet day (for example, OTC center referred to yield curve, and Reuters average quotation for commercial promissory note rate).
iii. When evaluating non-standardized and less complex financial instruments, such as debt instruments in inactive markets, interest rate swap contracts, foreign exchange contracts and options, the Group employed evaluation techniques that are widely used by market participants. Parameters used for such financial instrument's evaluation model are generally observable information over the market.
e. No transfer between level 1 and level 2 in 2025 and 2024.
f. The following are third-level changes in 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| January 1 | $ 11,969 | $ 7,950 |
| Unrealized evaluation gains through other comprehensive income recognized as gains or losses through other comprehensive income | ( 1,839) | 4,019 |
| December 31 | $ 10,130 | $ 11,969 |
g. No level 3 shifts in or out in 2025 and 2024.
h. For the evaluation process in which the fair value is classified as level 3, the Group's Financial Dept. is responsible for the independent fair value verification of financial instruments. Adopting the data from an independent source makes the evaluation result close to the market status, and confirms that the data source is independent, reliable, consistent with other resources and represents executive prices. Besides, regularly calibrate the evaluation model, perform retrospective tests, update the input values and information required for the evaluation model, and any other necessary fair value adjustments to ensure that the evaluation results are reasonable. The external appraiser is entrusted to appraise the price of the investment property.
~68~
i. The quantitative information about the significant unobservable input value and the sensitivity analysis of the change of the significant unobservable input value of the evaluation model used in level 3 fair value measurement items are explained as follows:
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Fair value | Evaluation technique | Significant unobservable input value | Range (weighted average) | Relation between input value and fair value | |
| Non-derivative equity instrument: | |||||
| Shares of non-listed (OTCBB non-listed) companies | $119 | Net asset value method | N/A | - | N/A |
| Venture capital company shares' private equity fund investment | 10,011 | Net asset value method | N/A | - | N/A |
| December 31, 2024 | |||||
| Fair value | Evaluation technique | Significant unobservable input value | Range (weighted average) | Relation between input value and fair value | |
| Non-derivative equity instrument: | |||||
| Shares of non-listed (OTCBB non-listed) companies | $229 | Net asset value method | N/A | - | N/A |
| Venture capital company shares' private equity fund investment | 11,740 | Net asset value method | N/A | - | N/A |
- Disclosure of notes
(1) Relevant information of major transactions
a. Loan to others: No such circumstance.
b. Endorse for others: No such circumstance.
c. Significant securities held at the end of the period (excluding investments in subsidiaries, affiliated enterprises, and joint venture interests): Please refer to Attached table I.
d. The amount of related parties purchasing and selling goods reaches 0.1 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.
e. The amount of related parties receivable reaches 0.1 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.
f. Business relations and major transactions between the parent company and subsidiaries: No such circumstance.
(2) Information about the shift investment business
Relevant information about the name and region of the invested company (excluding the invested company in Chinese Mainland): Please refer to Attached table II.
(3) Information about investment in Mainland China
a. Basic Information: None.
b. Significant transactions that, directly or indirectly, through third regional business, transfers to invest in the invested company in Mainland China: No such circumstance.
- Department information
(1) General information
The management of the Group has identified departments that should be reported based on the reporting information used to make decisions, which is to evaluate performance and allocate resources from the perspective of products as a whole; at present, the Company focuses on engineering business and construction business, and the operating results of other products are consolidated and expressed in "Other Operating Departments".
The Group's base of enterprise composition and department division, and department information are measured based on that there is no significant change in the period.
(2) Information about department profit and loss
Information about the reporting department of the main operation decision-maker:
| 2025 | Engineering Dept. | Construction Dept. | Park Development Dept. | Administrative Support Dept. | Other Operating Departments | Total |
|---|---|---|---|---|---|---|
| Department revenue | $ 2,879,721 | $ - | $ 350,280 | $ - | $ 190,134 | $3,420,125 |
| Net operating profit of department (loss) | 37,862 | ( 9,060) | 297,626 | ( 88,564) | 24,926 | 262,790 |
| Department depreciation and amortization | ( 2,465) | ( 514) | ( 366) | ( 7,825) | ( 1,060) | ( 12,230) |
| 2024 | Engineering Dept. | Construction Dept. | Park Development Dept. | Administrative Support Dept. | Other Operating Departments | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Department revenue | $ 2,222,951 | $ - | $ 264,680 | $ - | $ 172,155 | $ 2,659,786 |
| Net operating profit of department (loss) | 58,831 | ( 14,191) | 209,973 | ( 86,727) | 22,716 | 190,602 |
| Department depreciation and amortization | ( 2,046) | ( 1,156) | ( 341) | ( 7,405) | ( 822) | ( 11,770) |
(3) Information about adjustment of department profit and loss
The Group should report that the net operating profit (loss) of departments is consistent with the net operating profit (loss) listed in the statements of comprehensive income, so there is no need for adjustment.
(4) Information about product and labor service
External customer review mainly comes from engineering and construction business. For relevant revenue balance, please see XIV (II).
(5) Regional information
Regional information of the Group in 2025 and 2024:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Revenue | Non-current assets | Revenue | Non-current assets | |
| Taiwan | $ 3,269,223 | $ 155,210 | $ 2,531,894 | $ 156,229 |
| Asia | 11,178 | - | 13,742 | - |
| Europe and America | 111,889 | - | 100,977 | - |
| Others | 27,835 | - | 13,173 | - |
| Total | $ 3,420,125 | $ 155,210 | $ 2,659,786 | $ 156,229 |
Non-current assets refer to property, plant and equipment, investment property and right-of-use assets, but excluding financial instrument and deferred income tax assets.
(6) Important information about customers
Important information about customers of the Group in 2025 and 2024:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Revenue | Non-current assets | Revenue | Non-current assets | |
| Company A | $ 347,556 | Engineering Dept. | $ 1,508,770 | Engineering Dept. |
| Company B | 322,492 | Engineering Dept. | 135,880 | Engineering Dept. |
Apex Science & Engineering Corp. and Its Subsidiary Companies
Significant securities held at the end of the period (excluding investments in subsidiaries, affiliated enterprises, and joint venture interests)
December 31, 2025
Table 1.
Unit: NT$1,000
(Unless otherwise noted)
| Holding company | Type and name of marketable securities (Note 1) | Relationship with securities issuers (Note 2) | Ledger account | Ending term | Remark (Note 4) | |||
|---|---|---|---|---|---|---|---|---|
| Number of Shares | Book value (Note 3) | Percentage of Ownership | Fair value | |||||
| Apex Science & Engineering Corp. | HOLY STONE ENTERPRISE CO., LTD. | - | Financial assets at fair value through other comprehensive income- non-current | 2,648,106 | $ 10,011 | 16.07 | $ 10,011 | |
| Apex Science & Engineering Corp. | Cathay Life Insurance corporate bonds | - | " | - | 62,581 | - | 62,581 | |
| Apex Science & Engineering Corp. | Mega Securities note/bond repurchase transactions | - | Financial assets at amortized cost - current | - | 89,916 | - | 89,916 | |
| Apex Science & Engineering Corp. | GRAND BILLS FINANCE CORP. Bond/note repurchase transactions | " | - | 48,048 | - | 48,048 | ||
| Chang Ji Construction Co., Ltd. | Apex Science & Engineering Corp. | The Company | Financial assets at fair value through other comprehensive income- non-current | 29,261,043 | 352,596 | 12.44 | 352,596 | (Note 5) |
| Chang Ji Construction Co., Ltd. | BIG SUN Group | - | " | 1,035,578 | 119 | 0.24 | 119 |
Note 1: "Marketable securities" in this sheet refers to stocks, bonds, beneficiary certificates and the marketable securities derived from the above items that fall within the scope of International Accounting Standard 9 - "Financial Instruments".
Note 2: If marketable securities issuers are not interested persons, it's not needed to fill in the column.
Note 3: If it is measured at fair value, please fill in the book balance after adjustment by fair value evaluation and deduction of accumulated impairment in column B of book value; if not measured at fair value, please fill the original acquisition cost or book value after deduction of accumulated impairment from cost after amortization.
Note 4: All marketable securities have restricted users due to the provision of guarantees, pledged loans or other agreements, and the number of guarantees or pledged shares; the shares and amounts of guarantees or pledges and the restricted use conditions shall be indicated in the column "Remarks".
Note 5: In order to acquire financing credit limit from banks, Chang Ji used its 29,261 thousand shares held in the Company as a pledge guarantee by December 31, 2025.
Table 1 Page 1
Apex Science & Engineering Corp. and Its Subsidiary Companies
Relevant information about the name and region of the invested company (excluding the invested company in Chinese Mainland)
Jan. 1 - Dec. 31, 2025
Unit: NT$1,000
(Unless otherwise noted)
Table 2.
| Name of the investment company | Name of the invested company (Note 1 and 2) | Region | Main operating item | Original investment amount | Holding at the end of the period | Current profit and loss of the invested company (Note 2(2)) | Investment profit and loss recognized for the period (Note 2(3)) | Remark | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the period | End of last year | Number of Shares | Ratio | Book value | |||||||
| Apex Science & Engineering Corp. | XINDIN ENGINEERING CONSULTANTS CORP. | Taiwan | Engineering technical consultant, urban update reconstruction, management consultant, other consulting service | $ 8,000 | $ 8,000 | 1,800,000 | 100.00 | $ 32,093 | $ 657 | $ 657 | |
| Apex Science & Engineering Corp. | Chang Ji Construction Co., Ltd. | Taiwan | Construction of civil and structural works and water conservancy projects, etc. | 596,856 | 496,856 | 68,665,600 | 91.80 | 549,372 | 18,898 | 3,702 |
Note 1: If a public offering company has a foreign holding company and according to local laws and regulations, the consolidated financial report is the main financial report, the disclosure of the foreign invested company may only relate to news of the holding company.
Note 2: For situations not specified in Note 1, please fill in as per the following provisions:
(1) Columns such as "Name of the invested company", "Region", "Main operating item", "Original investment amount" and "Holding at the end of the period" should be filled in based on the (public offering) Company's reinvestment situation and each directly or indirectly controlled invested company's re-investment in order, and indicate the relationship of each invested company with the Company (public offering) in the "Remarks" column (if it is a subsidiary or a sub-subsidiary company).
(2) In the column "Current profit and loss of the invested company", the invested company's profit and loss amounts for the period shall be filled.
(3) In the column "Investment profit and loss recognized for the period", only the profit and loss of each subsidiary for direct reinvestment recognized by this (public offering) Company, and each invested company evaluated by the equity method should be filled in, and the rest can be omitted. In filling in the "current income amount of each subsidiary listed for direct reinvestment", it should be confirmed that the amounts of profits and losses of each subsidiary for the period have included the investment profits and losses of its re-investment that should be recognized in accordance with regulations.