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APEX — Audit Report / Information 2025
May 12, 2026
52284_rns_2026-05-12_11b5b0c6-39d4-44a1-ab98-87dcd3010264.pdf
Audit Report / Information
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APEX Science & Engineering Corp.
Parent Company Only Financial Statements and
Independent Auditors' 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
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APEX Science & Engineering Corp.
Parent Company Only Financial Statements and Independent Auditor's Report for the
years ended December 31, 2025 and 2024
Contents
| Item | Page | |
|---|---|---|
| I. | Cover | 1 |
| II. | Contents | 2 |
| III. | Independent Auditors’ Report | 3-6 |
| IV. | Parent Company Only Balance Sheet | 7-8 |
| V. | Parent Company Only Statements of Comprehensive Income | 9 |
| VI. | Parent Company Only Statements of Changes in Equity | 10 |
| VII. | Parent Company Only Statements of Cash Flows | 11-12 |
| VIII. | Notes to Parent Company Only Financial Statements | 13-69 |
| 1. Company development and business scope | 13 | |
| 2. Approval date and procedure of financial statements | 13 | |
| 3. Application of newly promulgated and revised criteria and interpretation | 13-14 | |
| 4. Summary description of crucial accounting policy | 15-28 | |
| 5. Main source of major accounting judgment, estimate and assumption uncertainty | 28 | |
| 6. Description of important accounting items | 28-57 | |
| 7. Transactions of related parties | 57-58 | |
| 8. Assets in pledge | 59 | |
| 9. Significant contingent liabilities and outstanding contractual commitments | 59-60 | |
| 10. Major disaster loss | 60 | |
| 11. Major subsequent events | 60 | |
| 12. Others | 60-69 | |
| 13. Disclosure of notes | 69 | |
| 14. Operation department information | 69 | |
| IX. | List of significant accounting items | 70-83 |
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Independent Auditors' Report
(2026)Cai-Shen-Bao-Zi No.25005232
To the Board of Directors and Shareholders of Apex Science & Engineering Corp.:
We have audited the accompanying financial statements of APEX SCIENCE & ENGINEERING CORP. (the Company), which comprise the balance sheet as of Dec. 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financing statements present fairly, in all material respects, the financial position of the Company as of Dec. 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for 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 Financial Statements Section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended Dec. 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Company's parent company only financial statements for the year ended Dec. 31 2025 are stated as follows:
Accuracy of Construction Revenue Recognition
Explanation of the matter
Please refer to Notes 4(y), 5(b) and 6(u) for explanation of the accounting policies of construction revenue recognition, significant accounting estimates and relevant items.
The Company's main business items include the engineering-related business, and the construction revenue is recognized according to the stage of completion during the engineering contract period. 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.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- 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 Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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
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or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 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.
Parent Company Only Balance Sheet
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) | $ 679,727 | 6 | $ 236,302 | 3 |
| 1136 | Financial assets at amortized cost - current | 6(2) | 137,964 | 1 | 350,381 | 4 |
| 1140 | Contract assets - current | 6(21) | 263,844 | 2 | 177,650 | 2 |
| 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) | 2,351,524 | 20 | 4,385,280 | 50 |
| 1210 | Other accounts receivables from related parties | 7 | 1,345 | - | 1,950 | - |
| 130X | Inventory | 6(5) and 8 | 694,638 | 6 | 678,362 | 8 |
| 1410 | Prepayments | 6(6) | 162,475 | 2 | 163,007 | 2 |
| 1470 | Other current assets | 6(7) and 8 | 6,439,066 | 55 | 1,799,545 | 20 |
| 11XX | Total current assets | 10,882,826 | 93 | 7,866,416 | 90 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(8) | 72,592 | 1 | 76,987 | 1 |
| 1550 | Investment accounted for using the equity method | 6(9) | 581,465 | 5 | 489,178 | 5 |
| 1600 | Property, plant and equipment | 6(10), 7 and 8 | 84,784 | 1 | 82,643 | 1 |
| 1755 | Right-of-use assets | 6(11) | 1,962 | - | 4,955 | - |
| 1760 | Investment properties, net | 6(12) and 8 | 63,617 | - | 64,028 | 1 |
| 1840 | Deferred tax assets | 6(28) | 1,893 | - | 1,723 | - |
| 1900 | Other non-current assets | 8 | 15,879 | - | 170,704 | 2 |
| 15XX | Total non-current assets | 822,192 | 7 | 890,218 | 10 | |
| 1XXX | Total assets | $ 11,705,018 | 100 | $ 8,756,634 | 100 |
(To be continued on the next page)
APEX Science & Engineering Corp.
Parent Company Only Balance Sheet
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) | $ - | - | $ 306,133 | 3 |
| 2130 | Contract liabilities - current | 6(21) | 108,436 | 1 | 9,245 | - |
| 2150 | Notes payable | 14,431 | - | 7,698 | - | |
| 2170 | Accounts payable | 147,044 | 1 | 106,957 | 1 | |
| 2200 | Other accounts payable | 59,771 | 1 | 53,368 | 1 | |
| 2230 | Current tax liabilities | 25,701 | - | 60,454 | 1 | |
| 2280 | Lease liabilities - current | 1,887 | - | 3,042 | - | |
| 2320 | Long-term liabilities due within one year or one business cycle | 6(15)(16) | 1,726,973 | 15 | 2,717,803 | 31 |
| 2399 | Other current liabilities - others | 6(14) | 6,106,235 | 52 | 1,594,777 | 18 |
| 21XX | Total current liabilities | 8,190,478 | 70 | 4,859,477 | 55 | |
| Non-current Liabilities | ||||||
| 2530 | Bonds payable | 6(15) | - | - | 498,870 | 6 |
| 2570 | Deferred tax liabilities | 6(28) | 54 | - | 144 | - |
| 2580 | Lease liabilities - non-current | 108 | - | 1,961 | - | |
| 2600 | Other non-current liabilities | 418 | - | 337 | - | |
| 25XX | Total non-current liabilities | 580 | - | 501,312 | 6 | |
| 2XXX | Total liabilities | 8,191,058 | 70 | 5,360,789 | 61 | |
| Equity | ||||||
| Capital Stock | 6(18) | |||||
| 3110 | Ordinary share capital | 2,332,457 | 20 | 2,352,457 | 27 | |
| Capital Surplus | 6(19) | |||||
| 3200 | Capital Surplus | 309,825 | 2 | 295,433 | 3 | |
| Retained Earnings | 6(20) | |||||
| 3310 | Legal reserve | 351,380 | 3 | 331,407 | 4 | |
| 3320 | Special reserve | 3,175 | - | 21,990 | - | |
| 3350 | Unappropriated earnings | 780,630 | 7 | 674,218 | 8 | |
| Other Equity | ||||||
| 3400 | Other Equity | ( 7,670 ) | - | ( 3,175 ) | - | |
| 3500 | Treasury Stock | 6(18) and 8 | ( 255,837 ) | ( 2 ) | ( 276,485 ) | ( 3 ) |
| 3XXX | Total equity | 3,513,960 | 30 | 3,395,845 | 39 | |
| Significant contingent liabilities and outstanding contractual commitments | 9 | |||||
| Major subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 11,705,018 | 100 | $ 8,756,634 | 100 |
The accompanying notes are an integral part of the financial report. Please read them together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
APEX Science & Engineering Corp.
Parent Company Only 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(21) | $ 1,380,688 | 100 | $ 836,019 | 100 |
| 5000 | Operating Costs | 6(5)(26)(27) and 7 | ( 996,174 ) | ( 72 ) | ( 524,790 ) | ( 63 ) |
| 5900 | Gross Profit | 384,514 | 28 | 311,229 | 37 | |
| Operating Expenses | 6(26)(27) | |||||
| 6100 | Selling and marketing expenses | ( 34,569 ) | ( 3 ) | ( 37,487 ) | ( 5 ) | |
| 6200 | General and administrative expenses | ( 112,971 ) | ( 8 ) | ( 110,658 ) | ( 13 ) | |
| 6300 | Research and development expenses | ( 1,799 ) | - | ( 2,299 ) | - | |
| 6000 | Total operating expenses | ( 149,339 ) | ( 11 ) | ( 150,444 ) | ( 18 ) | |
| 6900 | Operating Income | 235,175 | 17 | 160,785 | 19 | |
| Non-operating Income and Expenses | ||||||
| 7100 | Interest income | 6(22) | 34,907 | 3 | 61,138 | 7 |
| 7010 | Other Revenue | 6(23) and 7 | 15,853 | 1 | 7,789 | 1 |
| 7020 | Other gains and losses | 6(24) | ( 1,751 ) | - | ( 356 ) | - |
| 7050 | Finance costs | 6(25) | ( 15,738 ) | ( 1 ) | ( 20,100 ) | ( 2 ) |
| 7070 | Share of profits and losses of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method | 6(9) | ||||
| 7000 | Total non-operating income and expenses | 4,359 | - | 36,447 | 4 | |
| 7900 | Income before Tax | 37,630 | 3 | 84,918 | 10 | |
| 7950 | Income tax expenses | 6(28) | ( 48,612 ) | ( 4 ) | ( 45,976 ) | ( 5 ) |
| 8200 | Net Income for the current period | $ 224,193 | 16 | $ 199,727 | 24 | |
| 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) | ||||
| ($ 1,729 ) | - | $ 3,853 | - | |||
| 8330 | Share of profits and losses of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method - Items that will not be reclassified subsequently to profit or loss | 6(9) | ||||
| ( 100 ) | - | 150 | - | |||
| Items that may be reclassified subsequently to profit or loss | ||||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | 6(9) | ||||
| 8367 | Net unrealized gain/loss on debt investments measured at fair value through other comprehensive income | 6(8) | ||||
| ( 2,666 ) | - | 1,467 | - | |||
| 8300 | Other comprehensive income (loss), after tax | ($ 4,495 ) | - | $ 18,333 | 2 | |
| 8500 | Total Comprehensive Income | $ 219,698 | 16 | $ 218,060 | 26 | |
| Basic earnings per share | 6(29) | |||||
| 9750 | Basic earnings per share | $ | 1.10 | $ | 0.98 | |
| Diluted earnings per share | 6(29) | |||||
| 9850 | Diluted earnings per share | $ | 1.09 | $ | 0.97 |
The accompanying notes are an integral part of the financial report. Please read them together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
APEX Science & Engineering Corp.
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
| Notes | Ordinary share capital | Capital Surplus | Retained Earnings | Other Equity | Treasury Stock | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus - Issuance premium | Capital surplus - Treasury stock | Capital surplus - Differences between the price of acquisition or disposal of shares of subsidiaries and the book value | Capital surplus - Others | 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 | $ - | $ 282,694 | $ 2,132 | $ 175 | $ 310,928 | $ 19,414 | $ 634,749 | ($ 13,346) | ($ 8,645) | ($ 276,485) | $ 3,258,339 | |
| Net Income for the current period | - | - | - | - | - | - | - | 199,727 | - | - | - | 199,727 | |
| Other Comprehensive Income | - | - | - | - | - | - | - | - | 12,863 | 5,470 | - | 18,333 | |
| Total Comprehensive Income | - | - | - | - | - | - | - | 199,727 | 12,863 | 5,470 | - | 218,060 | |
| Appropriation of earnings in 2023: | 6(20) | ||||||||||||
| Provision for legal reserve | - | - | - | - | - | 20,479 | - | ( 20,479 ) | - | - | - | - | |
| Provision of special reserve | - | - | - | - | - | - | 2,576 | ( 2,576 ) | - | - | - | - | |
| Cash | - | - | - | - | - | - | - | ( 91,469 ) | - | - | - | ( 91,469 ) | |
| Stock dividends | 45,734 | 43 | - | - | - | - | - | ( 45,734 ) | - | - | - | 43 | |
| Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks | 6(9) | - | - | 10,389 | - | - | - | - | - | - | - | - | 10,389 |
| Disposal of Subsidiaries | - | - | - | - | - | - | - | - | 483 | - | - | 483 | |
| Balance as of December 31, 2024 | $ 2,352,457 | $ 43 | $ 293,083 | $ 2,132 | $ 175 | $ 331,407 | $ 21,990 | $ 674,218 | $ - | ($ 3,175) | ($ 276,485) | $ 3,395,845 | |
| 2025 | |||||||||||||
| Balance as of January 1, 2025 | $ 2,352,457 | $ 43 | $ 293,083 | $ 2,132 | $ 175 | $ 331,407 | $ 21,990 | $ 674,218 | $ - | ($ 3,175) | ($ 276,485) | $ 3,395,845 | |
| Net Income for the current period | - | - | - | - | - | - | - | 224,193 | - | - | - | 224,193 | |
| Other Comprehensive Income | - | - | - | - | - | - | - | - | - | ( 4,495 ) | - | ( 4,495 ) | |
| Total Comprehensive Income | - | - | - | - | - | - | - | 224,193 | - | ( 4,495 ) | - | 219,698 | |
| Appropriation of earnings in 2024: | 6(20) | ||||||||||||
| Provision for legal reserve | - | - | - | - | - | 19,973 | - | ( 19,973 ) | - | - | - | - | |
| Reversal of special reserve | - | - | - | - | - | - | ( 18,815 ) | 18,815 | - | - | - | - | |
| Cash | - | - | - | - | - | - | - | ( 116,623 ) | - | - | - | ( 116,623 ) | |
| Cancellation of treasury stock | 6(18) | ( 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 | |
| Difference between consideration and carrying amount of subsidiaries acquired | - | - | - | 1,609 | - | - | - | - | - | - | - | 1,609 | |
| Balance as of December 31, 2025 | $ 2,332,457 | $ 43 | $ 305,866 | $ 3,741 | $ 175 | $ 351,380 | $ 3,175 | $ 780,630 | $ - | ($ 7,670) | ($ 255,837) | $ 3,513,960 |
The accompanying notes are an integral part of the financial report. Please read them together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
Unit: NT$1,000
APEX Science & Engineering Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| 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 | $ 272,805 | $ 245,703 | |
| Adjustments for | |||
| Losses of income and expenses | |||
| Depreciation expenses (Investment properties included) | 6(10)(12)(26) | 3,541 | 3,072 |
| Depreciation expenses of right-of-use assets | 6(26) | 2,993 | 3,300 |
| Amortization expenses | 6(26) | 2,925 | 2,400 |
| Interest expenses | 6(25) | 15,738 | 20,100 |
| Interest income | 6(22) | ( 34,907 ) | ( 61,138 ) |
| Share of profits of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method | 6(9) | ( 4,359 ) | ( 36,447 ) |
| Gain on disposal of property, plants and equipment | 6(24) | - | ( 5,789 ) |
| Loss on disposal of investments | 6(24) | - | 13,227 |
| Changes in operating assets and liabilities | |||
| Net changes in operating assets | |||
| Contract assets | ( 86,326 ) | 4,416 | |
| Notes receivable | ( 1,347 ) | 878 | |
| Accounts receivable | ( 76,825 ) | ( 2,805 ) | |
| Accounts receivable from related parties, net | - | 67,966 | |
| Other accounts receivable | 2,049,309 | 286,719 | |
| Other accounts receivables from related parties | 605 | 1,082 | |
| Inventory | ( 5,126 ) | ( 113,655 ) | |
| Prepayments | 532 | ( 58,014 ) | |
| Other current assets | ( 47,724 ) | 3,020 | |
| Net changes in operating liabilities | |||
| Contract liabilities | 99,191 | 8,135 | |
| Notes payable | 6,733 | 3,549 | |
| Accounts payable | 40,087 | ( 515 ) | |
| Other accounts payable | 6,634 | ( 30,525 ) | |
| Other current liabilities | 29,997 | ( 26,024 ) | |
| Other non-current liabilities | 81 | 17 | |
| Cash generated from operations | 2,274,557 | 328,672 | |
| Cash collected from interest income | 19,354 | 8,444 | |
| Cash paid for interest expenses | ( 26,514 ) | ( 22,801 ) | |
| Income tax paid for the period | ( 83,625 ) | ( 6,306 ) | |
| Net cash generated from operating activities | 2,183,772 | 308,009 |
(To be continued on the next page)
APEX Science & Engineering Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000
| Notes | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Increase in investments accounted for using the equity method | 6(9) | ($ 100,000) | $ - |
| Decrease (Increase) in financial assets at amortized cost | 6(2) | 212,417 | ( 350,381 ) |
| Disposal of investments accounted for using the equity method | - | 212,524 | |
| Acquisition of property, plants and equipment | 6(10) | ( 5,271 ) | ( 3,639 ) |
| Increase in restricted assets | ( 110,336 ) | ( 829,643 ) | |
| Decrease (increase) in other non-current assets | 151,900 | ( 4,767 ) | |
| Acquisition of financial assets measured at fair value through other comprehensive income | - | ( 63,780 ) | |
| Cash dividend payments of the invested company evaluated with the equity method | 6(9) | 27,012 | 11,397 |
| Proceeds from disposal of property, plants and equipment | - | 27,370 | |
| Net cash inflows (outflows) from investing activities | 175,722 | ( 1,000,919 ) | |
| Cash flows from financing activities | |||
| Proceeds from short-term borrowings | 216,261 | 2,993,994 | |
| Repayments of short-term borrowings | ( 522,394 ) | ( 3,004,024 ) | |
| Increase (decrease) in short-term notes payable | 6(30) | - | ( 60,000 ) |
| Proceeds from long-term borrowings | 1,249,376 | 2,751,125 | |
| Repayments of long-term borrowings | ( 2,739,681 ) | ( 1,853,694 ) | |
| Repayment of the principal portion of lease liabilities | ( 3,008 ) | ( 3,221 ) | |
| Cash dividends distributed | 6(20) | ( 116,623 ) | ( 91,469 ) |
| Odd lot stock funds | - | 43 | |
| Net cash generated from (used in) financing activities | ( 1,916,069 ) | 732,754 | |
| Increase in cash and cash equivalents of the period | 443,425 | 39,844 | |
| Balance of cash and cash equivalents at the beginning of the period | 236,302 | 196,458 | |
| Balance of cash and cash equivalents at the end of the period | $ 679,727 | $ 236,302 |
The accompanying notes are an integral part of the financial report. Please read them together.
Chairman: KUO, KUO-HUA
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
APEX Science & Engineering Corp.
Notes to Parent Company Only Financial Statements
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 main operation projects are mechanical engineering, instrument and electrical engineering, environmental engineering, manufacturing and sales of electronic-related products, and entrusting construction plants to build residential and commercial buildings, as well as development of special zones. The Company's shares started for sale on the Taiwan Stock Exchange Corporation in November 1995.
- Approval date and procedure of financial statements
The independent 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 |
The Company has assessed that the above standards and interpretations have no significant impact on the Company's financial position and financial performance.
(2) Have not adopted the impacts of newly promulgated IFRSs (and amendments) recognized by FSC
The following table collects standards and interpretations that have been promulgated newly, amended and revised in International Financial Reporting Standards effective in year 2025 recognized by FSC:
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| 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 Referencing Nature-dependent Electricity" | 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 |
The Company has assessed that the above standards and interpretations have no significant impact on the Company's financial position and financial performance.
(3) IASB has promulgated the impacts of IFRSs, which hasn't been recognized by FSC
The following table sets forth the standards and interpretations that have been promulgated by IASB but have not been newly, amended and revised in International Financial Reporting Standards and recognized by FSC:
| Newly 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 between an Investor and its Associate or Joint Venture" | To be decided by IASB |
| 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 |
Except as described below, upon appraisal by the Company, 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
It describes below the major accounting policies adopted for the preparation of this independent financial report. Unless otherwise noted, such policies will apply during reporting period.
(1) Declaration of conformity
This independent financial report is prepared under the standards for the preparation of financial reports of securities issuers.
(2) Basis of preparation
a. This independent financial report is prepared at historical cost except for the following important items:
Financial assets at fair value through other comprehensive income.
b. It requires the use of some significant accounting estimates in the preparation of financial reports that comply with the International Financial Reporting Standards, International Accounting Standards, interpretation, and interpretation announcements (hereinafter referred to as IFRSs) approved by the FSC. The management also needs to use its judgment in applying the Company's accounting policies. Please refer to Note 5 for details for items involving high judgment or complexity, or items involving major assumptions and estimates of the independent financial report.
(3) Foreign currency conversion
The items listed in each independent financial report in the Company are measured in the currency of the main economic environment in which the independent operates (i.e. functional currency). This independent financial report is presented in the Company's functional currency New Taiwan dollar.
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,
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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.
(4) Standards of classifying current and non-current assets and liabilities
a. It is usually longer than one year for the Company's engineering projects period and land development operating. The assets and liabilities related to construction and construction contracts divide into current and non-current under the operating period, and the other assets and liabilities divide into 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.
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(d) Cash or cash equivalents, unless exchanged or used to pay off debts under limitations for at least twelve months after the reporting period.
The Company classifies all assets that do not meet the above conditions as non-current.
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 Company classifies all liabilities that do not meet the above conditions as non-current.
(5) 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. The discount has little impact on short-term accounts receivable and bills without interest payment, and the Company measures them based on the original invoice amount.
(6) Agency land development business
a. It is entrusted by the government to handle the development on its behalf, and some development cases are responsible for external sales.
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. The service revenue from the agency shall list on a period-by-period basis in proportion to the input cost when entrusted to handle the operation of developing the industrial zone.
(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.
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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.
(7) Financial assets impairment
The Company measures the allowance loss under the amount of 12-month expected credit loss if the credit risk has not increased significantly since the original list on each balance sheet date, after considering all reasonable and verifiable information (including forward-looking ones) on debt instrument investments at fair value through other comprehensive income/(loss) and financial assets at amortized cost. The allowance loss shall be measured under the expected amount of credit loss during the duration when the credit risk has increased significantly since the original recognition. The allowance for loss is measured under the amount of expected credit loss during the duration for accounts receivable or contract assets that do not include significant financial components.
(8) 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. The Company adopts settlement date accounting for financial assets at fair value through other comprehensive income/(loss) under trading practices.
c. The Company is measured at its fair value and transaction cost at the time of the initial list, and subsequently measured at fair value:
(a) Changes in the fair value of equity instruments are listed as other comprehensive profits and losses. When delisting, the cumulative benefits or losses previously listed in other comprehensive income/(loss) shall not be reclassified as income/(loss) and transferred to retained earnings. The Company lists dividend income as income/(loss) when the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the number of dividends measures reliably.
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(b) Changes in the fair value of debt instruments are listed as other comprehensive profits and losses. When delisting, the cumulative benefits or losses previously listed in other comprehensive income/(loss) will be reclassified from equity to profits and losses.
(9) 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.
b. For financial assets at amortized cost that conforms to trading practices, the Company implements accounting on settlement day.
c. The Company 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.
(10) Financial assets are delisted
Financial assets will be delisted when the Company's contractual right to receive cash flows from financial assets expires.
(11) 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. It adopts the item-by-item comparison method when comparing the lower cost and net realizable value. Net realizable value refers to the balance of the estimated selling price in the normal course of operating after deducting the relevant variable selling expenses.
(12) Investments accounted for using the equity method - subsidiaries and associated enterprises
a. Subsidiaries refer to all independent (including special purpose independent) that the Company has the right to oversee its financial and operating policies, generally holding more than 50% of its voting shares directly or indirectly. The Company's investment in subsidiaries in independent financial reports are evaluated with the equity method.
b. Unrealized income/(loss) from transactions between the Company and its subsidiaries has been excluded. The accounting policies of the subsidiaries have been adjusted as necessary and are consistent with the policies adopted by the Company.
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c. The Company lists the share of income/(loss) of subsidiaries after the acquisition as current income/(loss), and the share of other comprehensive income/(loss) after the acquisition as other comprehensive income/(loss). The Company will continue to list the loss under the shareholding ratio if the loss share listed by the Company for a subsidiary is equal to or exceeds the equity in the subsidiary.
d. Affiliated enterprises refer to all independents over whom the Company has significant influence but no control, generally holding more than 20% of the voting shares directly or indirectly. The Company's investment in affiliated enterprises is handled by the equity method and listed at cost when obtained.
e. The Company lists the share of profits and losses obtained by related enterprises as current income/(loss), and the share of other comprehensive income/(loss) obtained by related enterprises as other comprehensive income/(loss). The Company will not list further losses if the loss share of the Company to any affiliated enterprise is equal to or exceeds its rights and interests in the affiliated enterprise (including any other unsecured receivables) unless the Company has legal obligations, constructive obligations to the affiliated enterprise or has paid money on its behalf.
f. The Company lists all equity changes as capital surplus under the shareholding ratio when there are equity changes in non-income/(loss) and other comprehensive income/(loss) of affiliated enterprises, and the shareholding ratio of affiliated enterprises is not affected.
g. Unrealized income/(loss) arising from transactions between the Company and affiliated enterprises have been written off under their proportion of equity in affiliated enterprises; Unrealized losses are also written off unless evidence shows that the assets transferred by the exchange have been impaired. The accounting policies of affiliated enterprises have been adjusted as necessary to be consistent with the policies adopted by the Company.
h. It is the same as that of the Company for the accounting treatment of all amounts previously listed in other comprehensive income/(loss) related to the related enterprise when the Company disposes of a related enterprise if it loses its significant impact on the related enterprise, and if it directly disposes of relevant assets or liabilities, that is, if the benefits or losses previously listed as other comprehensive income/(loss) will be reclassified as income/(loss) when disposing of relevant assets or liabilities, the interest or loss is reclassified from equity into income/(loss) when the significant impact on the affiliated enterprise is lost. Only the amount previously listed in other comprehensive profits and losses shall transfer out in the above manner in proportion. If it still has a significant impact on the affiliated enterprise.
i. The current income/(loss) and other comprehensive income/(loss) of independent financial reports shall be the same as the apportionment of current income/(loss) and other comprehensive income/(loss) to the owners of the parent company in the financial report
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prepared based on consolidation under the "standards for the preparation of financial reports by securities issuers", and the sovereign interests of independent financial reports shall be the same as the interests attributable to the owners of the parent company in the financial report prepared based on consolidation.
(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 carrying amount of assets or listed as a separate asset and are likely to flow into the Company only when the future economic benefits related to the project and the project cost 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 Company 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 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 improvement | 3-10 years |
| Machinery equipment | 3-8 years |
| Transportation equipment | 5 years |
| Office equipment | 3 years |
(14) Lessee's lease transactions - the right-of-use assets/lease liabilities
a. Leased assets list as of right-of-use assets and lease liabilities on the date when they are available for use by the Company. 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.
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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.
The subsequent interest method is measured by the amortized cost method, and the interest expense accrues during the lease period. The lease liability will reassess and the re-measurement will be adjusted to the right-of-use assets when the lease term or lease payment changes due to non-contract modification.
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
The Company estimates the recoverable amount of assets with signs of impairment on the balance sheet date. The impairment loss list is when the recoverable amount is lower than its book amount. A recoverable amount refers to the fair value of an asset minus the cost to sell or its value in use, whichever is higher. The impairment loss reverses when the impairment of listed assets in previous years does not exist or decreases except for goodwill, but the booking amount of the assets increased by the reversal of the impairment loss does not exceed the booking amount of the assets after deducting depreciation or amortization if the impairment loss does not list.
(17) Borrowing
a. It refers to the long-term and short-term funds borrowed from banks. The Company measures the amount after deducting the transaction cost from the fair value at the time of initial recognition. Subsequently, any difference between the price after deducting the transaction cost and the redemption value is measured within the borrowing period at the amortized cost with the effective interest method.
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
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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 corporate bonds payable issued by the Company shall measure at the fair value fewer transaction costs at the time of initial recognition, and the difference between the fair value and the redemption value shall list as the excess or discount of corporate bonds payable, and shall list as an addition or deduction of corporate bonds payable. Subsequently, the effective interest method adopts to list the amortized cost as the current income/(loss) during the bond circulation period as the adjustment item of finance costs.
(20) Delisting of financial liabilities
The Company excludes financial liabilities when the obligations contained in the contract are cancelled or expire.
(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).
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(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 Company lists expenses when it can no longer revoke the offer of termination welfare or list the relevant restructuring costs, whichever is earlier. Benefits that are not expected to be fully settled 12 months after the balance sheet day should be discounted.
d. Employee dividends and remuneration of directors
Employee remuneration and remuneration of directors are recognized as expenses and liabilities when such remunerations are legal or constructive obligations and the amounts 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. The Company calculates the current income tax under the tax rate that has been legislated or substantively legislated on the balance sheet date in the country where the operation and taxable income generate. 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. The income tax on unappropriated earnings shall be levied under the income tax law, and the income tax expense on unappropriated earnings shall list for the distribution of actual earnings after the year following the year in which the earnings generated are approved by the shareholders' meeting.
c. Deferred income tax adopts the balance sheet method and lists the temporary difference between the tax basis of assets and liabilities and their carrying amount in the independent balance sheet. Deferred income tax liabilities from originally recognized goodwill will not be
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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. It will not be listed if the Company can control the time point of the reversal of the temporary difference arising from the investment in subsidiaries and affiliated enterprises, and the temporary difference is likely not to be reversed in the foreseeable future. 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 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.
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(24) Dividend distribution
Dividends are distributed to the shareholders of the Company list in the financial report when the shareholders' meeting of the Company decides to distribute dividends, and cash dividends are listed as liabilities.
(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.
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
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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 Company provides engineering construction-related services. 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 under the agreed payment schedule. It is listed as contract assets when the service provided by the Company exceeds the customer's payable. It is listed as contract liabilities if the customer's payable exceeds the service provided by the Company.
(b) 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.
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.
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(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 (6) for the list of relevant revenue.
- Main source of major accounting judgment, estimate and assumption uncertainty
When the Company prepares this independent financial report, the management has used its judgment to determine the accounting policies adopted and made accounting estimates and assumptions based on the reasonable expectation of future events under the situation at the balance sheet date. 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 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 Company shall estimate the total cost of completion based on the characteristics of the project and various objective factors. The revenue confirmation is based on the estimation of the percentage of input cost, and the Company regularly reviews the rationality of the estimation. It may cause changes in the estimated total cost of completion and affect the amount listed by the Company affected by the changes in the industrial environment and construction conditions.
- Description of important accounting items
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand and working capital | $ 1,254 | $ 1,280 |
| Check deposits | 7,007 | 6,269 |
| Current deposits | 161,466 | 138,753 |
| Fixed deposits | 510,000 | 90,000 |
| $ 679,727 | $ 236,302 |
a. The possibility of default is very low because the credit quality of the Company's financial institutions is good, and the Company has dealings with multiple financial institutions to spread credit risk.
b. The Company has appropriately reclassified the provision of cash as a pledge guarantee. Please refer to Note 8 for details of the pledge guarantee.
(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 carrying amount of the Company's financial assets measured at amortized cost represents the maximum exposure to credit risk as of 2025 and 2024.
c. Please refer to Note 12 (2) 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 Company does not hold any collateral.
b. For credit risk information about accounts receivable and notes receivable, please refer to Note 12(2).
c. Analysis of account receivable age of accounts receivable and notes receivable:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Not overdue | $ 154,751 | $ 76,211 |
| Overdue for 1 to 120 days | 14 | 382 |
| Overdue for 121 days and above | 6 | 6 |
| $ 154,771 | $ 76,599 |
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 December 31, 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. Under the condition of not taking into account collateral or other credit enhancements, the carrying amount of the Company's notes receivable as of December 31, 2025 and 2024 represents the maximum exposure to credit risk; likewise, the carrying amount of the Company's accounts receivable as of December 31, 2025 and 2024 represents the maximum exposure to credit risk.
(4) Other accounts receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Receivable agency land development funds | $ 2,347,285 | $ 4,381,777 |
| Interest receivable | 3,337 | 2,832 |
| Other accounts receivable - Other | 902 | 671 |
| $ 2,351,524 | $ 4,385,280 |
a. The land development funds receivable from the agency are the contract signed by the Company with the Chiayi county government in May 2013 for the Chiayi County Machohou Industrial Park Phase I. The development period is expected to be four years from the date of signing the contract. And the Company signed a contract with the government of Chiayi County for the Chiayi County Machohou industrial Park Phase I in October 2018 to entrust the development of the industrial park. The development period is expected to be six years from the date of signing the contract. The Group signed a contract with the Tainan Municipal Government for the development, rental, sale and management of Cigu Science and Technology Industrial Park in January 2021, and was entrusted to develop the industrial park. The development period is expected to be six years from the date of notification of performance.
(a) The details of land development funds receivable from the Company refer to 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 I | 901,996 | 2,501,769 | 986,385 | " |
| Development of Cigu Science and Technology Industrial Zone | 1,445,289 | 1,869,418 | 187,752 | Tainan City Government |
| $ 2,347,285 | $ 4,381,777 | $ 1,605,123 |
(b) The changes in land development receivables of the Company in 2025 and 2024 are 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 | 2,501,769 | 1,665,283 | (3,265,056) | 901,996 |
| Development of Cigu Science and Technology Industrial Park | 1,869,418 | 1,158,494 | (1,582,623) | 1,445,289 |
| $ 4,381,777 | $ 2,823,777 | ($ 4,858,269) | $ 2,347,285 |
~32~
| 2024 | ||||
|---|---|---|---|---|
| Opening balance | Increase for the period | Collected amount for the period | Ending balance | |
| Machohou Industry Park Development Project - Phase I | $ 10,710 | ($ 120) | $ - | $ 10,590 |
| Machohou Industry Park Development Project - Later Phase I | 2,807,052 | 2,004,667 | ( 2,309,950) | 2,501,769 |
| Development of Cigu Science and Technology Industrial Park | 876,584 | 992,834 | - | 1,869,418 |
| $ 3,694,346 | $ 2,997,381 | ($ 2,309,950) | $ 4,381,777 |
b. The Company listed the prepaid interest of the land development funds receivable from the agency in 2025 and 2024, and the amount of capitalized interest expense offset is $41,873 and $68,265 respectively. Please refer to Note 6(25) 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 |
| Property under construction | 27,533 | 13,057 |
| Subtotal | 699,256 | 682,980 |
| Less: Allowance for price drop loss | ( 4,618) | ( 4,618) |
| Total | $ 694,638 | $ 678,362 |
a. The cost of inventories listed by the Company is:
| 2025 | 2024 | |
|---|---|---|
| Costs of inventories sold | $ 136,381 | $ 120,858 |
| Project costs | 851,574 | 403,932 |
| Other operating costs (service costs) | 8,219 | - |
| Total | $ 996,174 | $ 524,790 |
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 | $ 138,648 | $ 134,007 |
| Tax retained | 2,044 | 1,796 |
| Others | 21,783 | 27,204 |
| $ 162,475 | $ 163,007 |
(7) Other current assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Project deposit and bid bond | $ 48,396 | $ 672 |
| Restricted assets | 6,390,670 | 1,798,873 |
| $ 6,439,066 | $ 1,799,545 |
As of December 31, 2025 and December 31, 2024, restricted assets total $6,084,467 and $1,571,340, 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 | 14,727 | 14,727 |
| Appraisal adjustment | ( 4,716) | ( 2,987) |
| Subtotal | 10,011 | 11,740 |
| Total | $ 72,592 | $ 76,987 |
a. The Company chose to classify securities investment as a strategic investment as financial assets at fair value through other comprehensive income/(loss). As of December 31, 2025 and 2024, they were $72,592 and $76,987, respectively, for the fair values of these investments.
b. Financial assets at fair value through other comprehensive income are recognized as profit and loss, and comprehensive income:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial instruments at fair value through other comprehensive income | ||
| Changes of fair value recognized in other comprehensive income | ($ 1,729) | $ 3,853 |
| 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 (2) for information on the credit risk of financial assets at fair value through other comprehensive income.
(9) Investment accounted for using the equity method
| 2025 | 2024 | ||
|---|---|---|---|
| January 1 | $ | 489,178 | $ 665,996 |
| Investment profit and loss accounted for using the equity method | 4,359 | 36,447 | |
| Investment earning distribution using the equity method | ( | 27,012) | ( 11,397) |
| Number of cash dividends on the Company’s shares held by its subsidiary as treasury stocks | 13,431 | 10,389 | |
| Acquisition of equity interests in subsidiaries (capital increase in cash) | 100,000 | ||
| Long-term investments using the equity method | - | ( 225,270) | |
| Changes in capital surplus | 1,609 | - | |
| Changes in other equity | ( | 100) | 13,013 |
| December 31 | $ | 581,465 | $ 489,178 |
a. Details of subsidiaries listed by equity method are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Chang Ji Construction Co., Ltd. | $ 549,372 | $ 449,742 |
| REINFORCE ENERGY COMPANY LTD. (Note) | - | - |
| XINDIN ENGINEERING CONSULTANTS CORP. | 32,093 | 39,436 |
| $ 581,465 | $ 489,178 |
Note: The equity interest in REINFORCE ENERGY COMPANY LTD. was disposed of in August 2024, and the transfer was approved by the Ministry of Economic Affairs in September 2024. The disposal consideration amounted to RMB 46,786 thousand (approximately NT$212,524 thousand), resulting in a loss on disposal of investments of NT$13,227 thousand. The transfer was approved in September 2024, and the full consideration was received in the same month.
b. Subsidiaries
(a) The basic information of the Company's major subsidiaries is as follows:
| Company Name | Main operating property | Percentage (%) | Nature of relation | Measurement method | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| Chang Ji Construction Co., Ltd. | Taiwan | 91.80% | 90.53% | Subsidiaries | Equity method |
(b) The summary financial information of the Company's major subsidiaries is as follows: 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 |
| Share in associated enterprise's net assets | $ 909,676 | $ 790,020 |
| Book value in associated enterprise | $ 549,372 | $ 449,742 |
Statements of Comprehensive Income
| Chang Ji Construction Co., Ltd. | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $ 2,135,696 | $ 1,767,528 |
| Net Income for the current period of Continuing Operations Unit | $ 18,898 | $ 33,946 |
| Other comprehensive income (after-tax net amount) | 20,373 | ( 9,100) |
| Total Comprehensive Income | $ 39,271 | $ 24,846 |
| Dividends received from affiliated enterprises | $ 14,631 | $ 11,475 |
| REINFORCE ENERGY CO. LTD. | ||
| --- | --- | --- |
| 2025 | 2024 | |
| Revenue | $ - | $ - |
| Net Income for the current period of Continuing Operations Unit | $ - | $ 7,710 |
| Other comprehensive income (after-tax net amount) | - | 12,863 |
| Total Comprehensive Income | $ - | $ 20,573 |
c. Please refer to the notes to Note 4 (3) of the Company's consolidated financial statements in 2025 for information on the Company's subsidiaries.
(10) Property, plant and equipment
| Land | Houses and buildings | Machinery equipment | Transportation equipment | Office equipment | Other Equipment | Total | |
|---|---|---|---|---|---|---|---|
| January 1, 2025 | |||||||
| Cost | $49,415 | $47,431 | $438 | $5,995 | $5,486 | $1,580 | $110,345 |
| Accumulated depreciation and impairment | - | (20,376) | (94) | (3,482) | (3,618) | (132) | (27,702) |
| $49,415 | $27,055 | $344 | $2,513 | $1,868 | $1,448 | $82,643 | |
| 2025 | |||||||
| January 1 | $49,415 | $27,055 | $344 | $2,513 | $1,868 | $1,448 | $82,643 |
| Add | - | - | - | 3,880 | 1,391 | - | 5,271 |
| Depreciation expense | - | (1,245) | (62) | (709) | (851) | (263) | (3,130) |
| December 31 | $49,415 | $25,810 | $282 | $5,684 | $2,408 | $1,185 | $84,784 |
| December 31, 2025 | |||||||
| Cost | $49,415 | $47,431 | $438 | $9,033 | $6,877 | $1,580 | $114,774 |
| Land | Houses and buildings | Machinery equipment | Transportation equipment | Office equipment | Other Equipment | Total | |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment | - | (21,621) | (156) | (3,349) | (4,469) | (395) | (29,990) |
| $49,415 | $25,810 | $282 | $5,684 | $2,408 | $1,185 | $84,784 | |
| Land | Houses and buildings | Machinery equipment | Transportation equipment | Office equipment | Other Equipment | Total | |
| January 1, 2024 | |||||||
| Cost | $63,859 | $58,809 | $438 | $4,350 | $5,282 | $- | $132,738 |
| Accumulated depreciation and impairment | - | (23,384) | (31) | (3,150) | (2,926) | - | (29,491) |
| $63,859 | $35,425 | $407 | $1,200 | $2,356 | $- | $103,247 | |
| 2024 | |||||||
| January 1 | $63,859 | $35,425 | $407 | $1,200 | $2,356 | $- | $103,247 |
| Add | - | - | - | 1,855 | 204 | 1,580 | 3,639 |
| Disposal | (14,444) | (7,047) | - | (90) | - | - | (21,581) |
| Depreciation expense | - | (1,323) | (63) | (452) | (692) | (132) | (2,662) |
| December 31 | $49,415 | $27,055 | $344 | $2,513 | $1,868 | $1,448 | $82,643 |
| December 31, 2024 | |||||||
| Cost | $49,415 | $47,431 | $438 | $5,995 | $5,486 | $1,580 | $110,345 |
| Accumulated depreciation and impairment | - | (20,376) | (94) | (3,482) | (3,618) | (132) | (27,702) |
| $49,415 | $27,055 | $344 | $2,513 | $1,868 | $1,448 | $82,643 |
a. No interest capitalization of property, plants, and equipment in the years 2025 and 2024.
b. For information about guarantee with property, plants and equipment, please refer to Note 8.
(11) Leasing Transactions – Lessee
a. The Company leases company vehicles as the underlying assets, 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 |
Transportation equipment
$ 1,962 $ 2,993 $ 4,955 $ 3,300
c. The additions to right-of-use assets for the Company amounted to $0 and $4,388 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 | $ 58 | $ 115 |
| Expenses relating to short-term leases | 1,011 | 1,009 |
| Expenses relating to leases of low-value assets | 823 | 760 |
e. The total cash outflow for leases amounted to $4,900 and $5,105 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
b. As of December 31, 2025, and 2024, the fair values of the investment property held by the Company were $112,407 and $109,727, respectively, for the fair values of the investment property held by the Company, based on the evaluation results of independent evaluation experts, which adopted the comparative method. Based on the comparison target price, compare, analyze and adjust the evaluated price under its situation, price date, region, and independent factors.
c. For information about guarantee with investment property, please refer to Note 8.
(13) Short-term borrowings
The Company had no short-term borrowings as of December 31, 2025.
| Nature of loan | December 31, 2024 | Interest rate range | Collateral |
|---|---|---|---|
| Bank loan | |||
| Guaranteed loan | $ 163,128 | 2.37%~2.47% | Inventory, land, houses and buildings (listed property, plants and equipment and investment property) |
| Credit loan | 143,005 | 2.22%~2.35% | None |
| $ 306,133 |
For guarantee on short-term borrowings, please refer to Note 8.
(14) 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 | - |
| Others | 44,468 | 23,518 |
| $ 6,106,235 | $ 1,594,777 |
The deposit received in advance for the sale of the industrial zone and the deposit for the sale of the land are 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 "Second-stage Entrusted Development of the Machohou Industrial Park in Chiayi County, Sales and Management Case." When the land is sold by auction, the land deposit that the
external company has won the bid will be charged accordingly for the land development fee. Please refer to Note 6 (4) and (7) for details.
(15) 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.
~40~
(16) Long-term borrowings
| Nature of loan | Borrowing period and repayment method | Interest rate range | Collateral | December 31, 2025 |
|---|---|---|---|---|
| Long-term bank credit loan | ||||
| Taiwan Cooperative Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | None | $ 175,177 |
| Taiwan Business Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 100,750 |
| 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 |
| The Shanghai Commercial & Savings Bank, Ltd. | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 67,780 |
| Agricultural Bank of Taiwan | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 32,680 |
| Chang Hwa Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 32,680 |
| 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 |
| Long term 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 |
| 1,227,498 | ||||
| Less: Long-term borrowings due within one year or one operating period | ( 1,227,498) | |||
| $ - |
| Nature of loan | Borrowing period and repayment method | Interest rate range | Collateral | December 31, 2025 |
|---|---|---|---|---|
| Long-term bank credit loan | ||||
| Taiwan Cooperative Bank | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | None | $ 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 |
| Agricultural Bank of Taiwan | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 98,240 |
| Hua Nan Commercial Bank, Ltd. | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 49,070 |
| Land Bank of Taiwan | Monthly payment of interests from April 13, 2020 to February 12, 2026 | 4.09% | " | 49,070 |
| Taiwan Cooperative Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 434,520 |
| Taiwan Business Bank | Monthly payment of interests from November 3, 2022 to October 7, 2028 | 3.67% | " | 250,010 |
| 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% | " | 163,870 |
| Far Eastern International Bank | Monthly payment of interests from December 5, 2023 to May 22, 2026 | 2.64% | " | 63,053 |
| Long term 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 |
| 2,717,803 | ||||
| Less: Long-term borrowings due within one year or one operating period | ( 2,717,803) | |||
| $ - |
a. In October 2019, the Company signed a joint credit contract with credit-granting bank groups such as Taiwan Cooperative Bank, Chang Hwa Bank, and Taiwan Business Bank as the execution fund of the entrusted development, sale and management case of the later phase of the Chiayi County Machohou industrial Park signed by the Company 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 personal
~43~
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 Company did not violate the above commitments in 2025 and 2024.
(17) 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. The pension costs listed by the Company under the above pension regulations were $5,124 and $4,830, respectively, in 2025 and 2024.
(18) 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 | Transfer of shares to employees (Note) | - | $ - |
| Subsidiary - Chang Ji | Safeguard stockholders' equity | 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 | Transfer of shares to employees (Note) | 2,000 thousand shares | $ 20,648 |
| Subsidiary - Chang Ji | Safeguard stockholders' equity | 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(2).
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 set by the Board of Directors on August 7, 2024. The capital increase reference date was determined 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.
(19) 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.
(20) 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 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.
~46~
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) It shall handle under paragraph 1 of Article 41 of the securities and exchange law in line with the Order No. 1010047490 issued by the FSC stipulates that the accounting treatment of a public company's reinvested subsidiary holding shares of the parent company. Therefore, it shall calculate and set aside the same amount of special reserve for the listed, OTC, and emerging companies under the shareholding ratio for the difference between the market price of the parent company's shares held by the subsidiary at the end of the period and the book value. 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
The Company passed the following profit distribution projects for 2024 and 2023 by the resolution of the shareholders' meeting on June 11, 2025, and June 13, 2024:
| 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 | $160,258 |
f. On March 11, 2026, the Company's Board of Directors passed the resolution on annual profit distribution plan for the year 2025.
The relevant surplus distribution is as follows:
| 2025 | ||
|---|---|---|
| Amount | Dividends Per Share (NT$) | |
| 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.
(21) Operating Revenue
a. Subdivision of customer contract revenue
The revenue of the Company comes from the provision of goods and services gradually listed over time and listed at a certain point in time. The revenue can divide into the following main 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 | - | 875,884 | 305,537 | 1,181,421 |
| $ 190,124 | $ 875,884 | $ 314,680 | $ 1,380,688 | |
| 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 | - | 455,423 | 208,441 | 663,864 |
| $ 172,155 | $ 455,423 | $ 208,441 | $ 836,019 |
b. Contractual assets and contractual liabilities
They are as follows for the contract assets and contract liabilities related to customer contract revenue listed by the Company:
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 | $ 8,987 | $ 1,110 |
d. As of December 31, 2025, and December 31, 2024, the allocated transaction prices for engineering and service contracts signed by the Company with its clients, which have not yet been fulfilled or have not been fully fulfilled, are $2,785,579 and $3,721,243, 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 2028 and from 2025 to 2028, respectively.
e. In 2020, the Company 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.
(22) Interest income
| 2025 | 2024 | |
|---|---|---|
| Bank deposit interest | $ 12,211 | $ 4,348 |
| Interest income from financial assets at amortized cost | 3,581 | 4,323 |
Interest revenue from financial assets at fair value through other comprehensive income
3,972
2,431
Other interest income
15,143
50,036
$ 34,907
$ 61,138
(23) Other Revenue
| 2025 | 2024 | |
|---|---|---|
| Rental income | $ 3,042 | $ 2,796 |
| Other Revenue | 12,811 | 4,993 |
| Total | $ 15,853 | $ 7,789 |
(24) 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 | - | 5,789 |
| Loss on disposal of investments | - | (13,227) |
| Other losses | (411) | (411) |
| Total | ($ 1,751) | ($ 356) |
(25) Finance costs
| 2025 | 2024 | |
|---|---|---|
| Interest expenses: | ||
| Bank loan | $ 63,520 | $ 88,462 |
| Payment of interests for company bonds | 2,800 | 2,800 |
| Discounted amortization of company bonds | 605 | 600 |
| Others | 1,836 | 121 |
| Less: Capitalization amount of assets meeting the requirements | ( 11,150) | ( 3,618) |
| Industry park interest repayment | ( 41,873) | ( 68,265) |
| Total | $ 15,738 | $ 20,100 |
(26) Additional information about the expense nature
| 2025 | |||
|---|---|---|---|
| Included in operating costs | Included in operating expenses | Total |
| Employee benefit expenses | $ 50,034 | $ 97,961 | $ 147,995 |
|---|---|---|---|
| Depreciation expenses (Investment properties included) | 44 | 3,497 | 3,541 |
| Depreciation expenses of right-of-use assets | - | 2,993 | 2,993 |
| Amortization expenses | 3 | 2,922 | 2,925 |
| 2024 | |||
| --- | --- | --- | --- |
| Included in operating costs | Included in operating expenses | Total | |
| Employee benefit expenses | $ 45,475 | $ 94,837 | $ 140,312 |
| Depreciation expenses (Investment properties included) | - | 3,072 | 3,072 |
| Depreciation expenses of right-of-use assets | - | 3,300 | 3,300 |
| Amortization expenses | - | 2,400 | 2,400 |
(27) Employee benefit expenses
| 2025 | |||
|---|---|---|---|
| Included in operating costs | Included in operating expenses | Total | |
| Salary | $ 41,885 | $ 78,216 | $ 120,101 |
| Labor expense | 4,079 | 6,150 | 10,229 |
| Pension expense | 2,223 | 2,901 | 5,124 |
| Remuneration Paid to Directors | - | 8,102 | 8,102 |
| Other labor expense | 1,847 | 2,592 | 4,439 |
| $ 50,034 | $ 97,961 | $ 147,995 | |
| 2024 | |||
| --- | --- | --- | --- |
| Included in operating costs | Included in operating expenses | Total | |
| Salary | $ 38,095 | $ 75,903 | $ 113,998 |
| Labor expense | 3,626 | 5,958 | 9,584 |
| Pension expense | 2,000 | 2,830 | 4,830 |
| Remuneration Paid to Directors | - | 7,410 | 7,410 |
| Other labor expense | 1,754 | 2,736 | 4,490 |
| $ 45,475 | $ 94,837 | $ 140,312 |
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 actual amounts distributed as resolved by the Board of Directors are consistent with the amounts recognized in the financial statements. Employee compensation is 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 the remuneration of employees and directors approved by the Director of Board of the Company can be found at the Market Observation Post System|MOPS.
c. It was 125 and 126 respectively for the number of employees of the Company on December 31, 2025, and 2024, of which the number of directors who were not concurrently employees was five persons, respectively.
d. The Company's shares have been listed and traded on the stock exchange, the following information shall be added:
(a) It was $1,166 and $1,098 respectively for the average employee welfare expenses in 2025 and 2024.
(b) It was $1,001 and $942 respectively for the average employee salary expenses in 2025 and 2024.
(c) It is 6.26% for the adjustment and change of average employee salary expenses.
(d) As the Company has set up an audit committee, it does not apply to supervisor of board, and there is no need to disclose the remuneration information of supervisors.
~52~
e. Salary and remuneration policy of the Company
(a) The overall salary level of employees takes external competitiveness and internal fairness as important considerations, and can effectively attract and retain talents.
i. It provides employee development motivation and drives the positive development of the Company through the performance management system and employee compensation.
ii. It achieves the purpose of motivating employees in combination with the achievement of the Company's long-term and short-term goals, the time invested by individuals, the positions held, and the overall work performance.
(b) Directors: Remuneration only includes transportation expenses incurred for meetings and the annual profit distribution designated for directors' remuneration. The director's remuneration is distributed under the articles of association and by the resolution of the Board of Directors.
(c) Manager: the payment standard and combination are divided into fixed salary and variable salary. It determines the responsibilities of the positions they hold, with reference to the level of similar positions in the industry, and is submitted to the Remuneration Committee and the Board of Directors for approval.
(28) 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 | $ 53,056 | $ 62,447 |
| Undistributed surplus tax | 4,097 | 2,227 |
| Land VAT | - | 3,042 |
| Underestimate (overestimate) number of income of previous years | ( 8,281) | ( 6,120) |
| Total income tax for the period | 48,872 | 61,596 |
| Deferred income tax: | ||
| Original generation and return of temporary difference | ( 260) | ( 15,620) |
| Income tax expenses | $ 48,612 | $ 45,976 |
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) | $ 54,561 | $ 46,099 |
| Expenses and income exempted from tax under the tax law | ( 872) | ( 5,205) |
| Land VAT | - | 3,042 |
| Deferred income tax assets' realizable evaluation changes | ( 893) | 5,933 |
| Overestimate number of income of previous years | ( 8,281) | ( 6,120) |
| Undistributed surplus tax | 4,097 | 2,227 |
| Income tax expenses | $ 48,612 | $ 45,976 |
Note: The tax rate is based on the tax rate applicable to the ROC.
c. The amounts of each deferred income tax asset or liability arising from temporary differences and tax losses are as follows:
| January 1 | Recognized as profit or loss | 2025 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 |
| Unpaid leave bonus | 129 | 38 | - | 167 |
| Subtotal | 1,723 | 170 | - | 1,893 |
| - Deferred tax liabilities: | ||||
| Unrealized conversion profit | ( 144) | 90 | - | ( 54) |
| Subtotal | ( 144) | 90 | - | ( 54) |
| Total | $ 1,579 | $ 260 | $ - | $ 1,839 |
~55~
| January 1 | Recognized as profit or loss | 2024 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 profit | 719 | ( 719) | - | - |
| Loss offset | 18,985 | ( 18,985) | - | - |
| Unpaid leave bonus | 103 | 26 | - | 129 |
| Subtotal | 21,414 | ( 19,691) | - | 1,723 |
| — Deferred tax liabilities: | ||||
| Unrealized foreign investment profit | ( 32,319) | 32,319 | - | - |
| Conversion difference of foreign operating agency | ( 3,136) | 3,136 | - | - |
| Unrealized conversion profit | - | ( 144) | - | ( 144) |
| Subtotal | ( 35,455) | 35,311 | - | ( 144) |
| Total | ($ 14,041) | $ 15,620 | $ - | $ 1,579 |
d. The effective period of the Company's unused tax losses and the related amount of unlisted deferred income tax assets are as follows:
| Occurrence year | Approved amount | December 31, 2025 | ||
|---|---|---|---|---|
| Amount without deduction | Income tax asset component | Last deduction year | ||
| 2020 | $ 175,349 | $ - | $ - | 2030 |
e. Deductible temporary differences not listed as deferred income tax assets by the Company in addition to tax losses above item 4 described:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Deductible temporary differences | $ 6,311 | $ 6,311 |
f. The Company's profit-making enterprise income tax has been approved by the tax collection authority until 2023.
(29) Earnings per share
| 2025 | |||
|---|---|---|---|
| After-tax amount | Weighted average number of outstanding shares (thousand shares) | Earnings per share (NT$) | |
| Basic earnings per share | |||
| Current net profit attributable to shareholders of ordinary shares | $ 224,193 | 203,985 | $ 1.10 |
| Diluted earnings per share | |||
| Influence of potential ordinary shares with dilution effect | |||
| Employee dividends | - | 2,353 | |
| Impact of current net profit and potential ordinary shares belonging to shareholders of 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 | |||
| Current net profit attributable to shareholders of ordinary shares | $ 199,727 | 203,985 | $ 0.98 |
| Diluted earnings per share | |||
| Influence of potential ordinary shares with dilution effect | |||
| Employee dividends | - | 2,266 | |
| Impact of current net profit and potential ordinary shares belonging to shareholders of ordinary shares | $ 199,727 | 206,251 | $ 0.97 |
(30) Changes of liabilities from financing activities
| Short-term borrowings | 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 to | $ 306,133 | $ 2,717,803 | $ 498,870 | $3,522,806 |
| Changes of financing cash flow | ( 306,133) | ( 1,490,305) | - | ( 1,796,438) |
| Other non-cash changes | - | - | 605 | 605 |
| December 31, 2025 | $ - | $ 1,227,498 | $ 499,475 | $1,726,973 |
| 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) | |
| --- | --- | --- | --- | --- |
| January 1, 2024 | $316,163 | $ 60,000 | $1,820,372 | $ 498,270 |
| Changes of financing cash flow | ( 10,030) | ( 60,000) | 897,431 | - |
| Other non-cash changes | - | - | - | 600 |
| December 31, 2024 | $306,133 | $ - | $2,717,803 | $ 498,870 |
- Transactions of related parties
(1) Name and relationship of related parties
Name of related parties
CHANG JI CONSTRUCTION CO., LTD. (Chang Ji)
XINDIN ENGINEERING CONSULTANTS CORP. (XINDIN)
Relationship with the Company
Subsidiaries of the Company
Subsidiaries of the Company
(2) Major transactions with related parties
a. Goods purchased
| 2025 | 2024 | |
|---|---|---|
| Project costs: | ||
| Chang Ji | $ 131,859 | $ - |
| Development cost of agent industrial zone: | ||
| Chang Ji | $ 1,327,609 | $ 1,530,172 |
| XINDIN | 53,819 | 38,678 |
| Total | $ 1,381,428 | $ 1,568,850 |
The transaction price and payment terms of the Company's goods purchased from related parties are not significantly different from those of ordinary customers. The transaction price shall be determined by both parties through negotiation when the related party contracts the project of the Company. Its payment terms are handled by monthly settlement, which is not significantly different from ordinary customers.
b. Receivable amount of related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other accounts receivable: | ||
| Chang Ji | $ 1,345 | $ 1,950 |
The expenses for project valuation fees and the accrual of payroll expenses were borne by the subsidiary on behalf of the Company.
c. Endorsements/commitments
The project contract awarded by the Company to Chang Ji will still pay the project funds of $257,763 and $11,395 in future years as of December 31, 2025 and 2024.
d. Leasing and property transactions
(a) The Company leased the Zhonghe Xinmin Street office to Chang Ji in 2025 and 2024, and the rental income listed in 2025 and 2024 were both $840.
(b) The Company leased the Zhonghe Xinmin Street office to XINDIN in 2025 and 2024, and the rental income listed in 2025 and 2024 were both $36.
(3) Remuneration of key management
| 2025 | 2024 | |
|---|---|---|
| Salary and other short-term employee benefit | $ 32,428 | $ 26,074 |
| Benefit after retirement | 613 | 549 |
| Total | $ 33,041 | $ 26,623 |
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8. Assets in pledge
(1) The details of the guarantee provided for the company's assets are as follows:
| Asset item | Book value | Guarantee purpose | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Inventory | |||
| — Property for sale | $ 46,500 | $ 46,500 | Guarantee for bank financing limit and guarantee for short-term notes payable |
| — To-be-constructed land | 572,986 | 561,836 | 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 |
| — Reserve account | 290,340 | 161,381 | Performance bond, bank financing line guarantee, and corporate bonds payable |
| — Special account for trust | 6,085,578 | 1,623,280 | Performance bond |
| — Project deposit and bid bond | 48,396 | 672 | 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 | 12,538 | 13,618 | General deposit and golf pass |
| Reserve account | - | 153,677 | Bonds payable |
| $ 7,224,231 | $ 2,714,683 |
(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.
9. Significant contingent liabilities and outstanding contractual commitments
Commitments
There are still major commitments and contingencies summarized as follows in addition to those mentioned in Notes 6 (7) and 7:
(1) Warranty
a. The Company shall sign the entrustment guarantee contract or provide the pledge guarantee of certificate of deposit if the Company entrusts the bank to provide joint and several guarantees for the bid deposit, performance bond, advance payment guarantee, and other project guarantees required for project contracting. It is $890,910 for the guarantee amount as of December 31, 2025.
b. It was $185,315 the performance guarantee notes issued by the Company due to the requirements of the project owner and the sale of land as of December 31, 2025.
(2) As of December 31, 2025, It is $1,840,040 for the project payment still payable in the next year for the contracted project contract signed by the Company.
- Major disaster loss
No such circumstance.
- Major subsequent events
On March 11, 2026, the Board of Directors of the Company passed the resolution on the profit distribution plan and the payment of remuneration of employees and directors for the year 2025. Please refer to Note 6 (20) 6. and Note 6 (27) for details.
- Others
(1) Capital management
The Company's capital management objectives are to ensure the continued operation of the group, maintain the best capital structure, reduce capital costs, and provide remuneration to shareholders. The Company may adjust the number of dividends paid to shareholders to maintain or adjust the capital structure, return capital to shareholders, issue new shares or sell assets to reduce debts. The Company uses the debt to capital ratio to monitor its capital, which is calculated by dividing net debt by total capital. Net debt is calculated as total borrowings (including "current and non-current borrowings" reported in the independent balance sheet) less cash and cash equivalents. The total capital is calculated as the equity reported in the independent balance sheet and the net debt.
As of December 31, 2025, and 2024, the debt capital ratio of the Company is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total borrowing | $ 1,726,973 | $ 3,522,806 |
| Less: Cash and cash equivalents | ( 679,727) | ( 236,302) |
| Net liabilities | 1,047,246 | 3,286,504 |
| Total equity | 3,513,960 | 3,395,845 |
| Total capital | $ 4,561,206 | $ 6,682,349 |
| Debt-to-capital ratio | 22.96% | 49.18% |
(2) Financial instrument
a. Category of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Financial assets at fair value through other comprehensive income | ||
| Select the designated equity instrument investment | $ 72,592 | 76,987 |
| Financial assets at amortized cost | ||
| Cash and cash equivalents | 679,727 | 236,302 |
| Financial assets at amortized cost | 137,964 | 350,381 |
| Notes receivable | 2,322 | 975 |
| Accounts receivable | 149,921 | 72,964 |
| Other accounts receivable | 2,351,524 | 4,385,280 |
| Other accounts receivable-Related person | 1,345 | 1,950 |
| Refundable deposits | 12,538 | 13,618 |
| Other financial assets | 6,439,066 | 1,953,222 |
| $ 9,846,999 | $ 7,091,679 | |
| Financial liabilities | ||
| Short-term borrowings | $ - | $ 306,133 |
| Notes payable | 14,431 | 7,698 |
| Accounts payable | 147,044 | 106,957 |
| Other accounts payable | 59,771 | 53,368 |
| 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) | 1,227,498 | 2,717,803 |
| Deposits received | 23,223 | 3,467 |
| Rental liabilities | 1,995 | 5,003 |
| $ 1,973,437 | $ 3,699,299 |
b. Risk management policy
The financial risks of the Company are mainly the risks associated with investing in financial products and the exchange rate risk of foreign currency transactions. The Company has always adopted the most strict control standards for the financial risks of various financial commodity investments. All financial investments and operations have been comprehensively evaluated for their possible market risks, credit risks, liquidity risks, and cash flow risks, and must choose
the one with the least risk. The Company also seeks optimized risk positions and maintains appropriate liquidity positions based on policy risk management objectives to achieve the best hedging strategy for the exchange rate risk of foreign currency transactions.
c. Significant financial risk - Nature and degree
(a) Market risk
Exchange rate risk
i. As the Company's operating involves several non-functional currencies, it is affected by exchange rate fluctuations. It is as follows for the information of foreign currency assets and liabilities with significant exchange rate fluctuations:
| 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 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 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$: NT$ | $3,731 | 32.79 | $122,235 | 1% | $ 570 | $ 652 |
| Financial liabilities | ||||||
| Monetary item | ||||||
| US$: NT$ | $ 144 | 32.79 | $ 4,650 | 1% | ($ 47) | $ - |
ii. Due to significant influence of exchange rate fluctuation, the Company 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 equity instruments to which the Company is exposed to price risk are financial assets at fair value through other comprehensive income. The Company disperses its investment portfolio under the limit set by the Company to manage the price risk of equity instrument investment.
Interest rate risk of cash flow and fair value
The interest rate risk of the Company comes from bank borrowings. Loans issued at floating interest rates expose the Company to cash flow interest rate risk, which is partially offset by cash and cash equivalents held at floating interest rates. Loans issued at a fixed interest rate expose the Company to fair value interest rate risk. The Company's borrowings calculated at floating interest rates were denominated in New Taiwan dollars in 2025 and 2024, and the increased cash outflows were $12,275 and $30,239, respectively when the market interest rate increased by 1%.
(b) Credit risk
i. Credit risk refers to the risk that the Company will incur financial losses due to the failure of customers or counterparties of financial instruments to perform their contractual obligations. Each operating independent in the group shall conduct management and credit risk analysis under the Company's internal explicit credit policy 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 Company adopts IFRS 9 to provide the following assumptions as to the basis for judging whether the credit risk of financial instruments has increased significantly since the original list:
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 Company adopts IFRS9 to provide premise assumptions. It deems to have breached the contract when the contract payment is overdue for more than 90 days under the agreed payment terms.
v. The Company groups the accounts receivable, contract assets, and lease receivables of customers under the characteristics of customer types, and adopts a simplified method to estimate the expected credit loss based on the reserve matrix and loss rate method.
vi. The Company 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 1-120 days | Overdue More than 121 days | Total | |
|---|---|---|---|---|
| December 31, 2025 | ||||
| Expected loss ratio | 0%~2.92% | 2.92%~100% | 100% | |
| Total book value | $ 416,405 | $ 14 | $ 6 | $416,425 |
| Allowance for loss | 2,640 | 14 | 6 | 2,660 |
| Not overdue | Overdue 1-120 days | Overdue More than 121 days | Total | |
| December 31, 2024 | ||||
| Expected loss ratio | 0%-5.61% | 5.61%-100% | 100% | |
| Total book value | $ 252,886 | $ 382 | $ 6 | $253,274 |
| Allowance for loss | 2,407 | 247 | 6 | 2,660 |
vii. It is as follows for the statement of changes in the allowance for loss of receivables adopted by the Company in a simplified way:
| 2025 | |||
|---|---|---|---|
| Accounts receivable | Contract assets | Notes receivable | |
| January 1 | $ 2,660 | $ - | $ - |
| Impairment loss record | - | 132 | - |
| Reversal of impairment loss | (132) | - | - |
| December 31 | $ 2,528 | $ 132 | $ - |
~65~
| 2024 | |||
|---|---|---|---|
| Accounts receivable | Contract assets | Notes receivable | |
| January 1 (Same as December 31) | $ 2,660 | $ - | $ - |
(c) Liquidity risk
i. The cash flow forecast implements by each operating independent in the Company and summarized by the financial department of the Company. The Finance Department monitors the prediction of the Company's working capital demand, ensures sufficient funds to meet the needs of the operation, and maintains sufficient unspent loan commitments at any time to prevent the Company from violating the relevant loan limits or terms. Such prediction takes into account the Company's debt financing project, compliance with the debt terms, compliance with the financial ratio target of the internal balance sheet, and the requirements of external regulatory laws and regulations.
ii. It is as follows for the details of the unused loan limit of the Company:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Mature within a year | $ 1,881,950 | $ 1,367,207 |
| Mature for over a year | 8,705,502 | 7,115,197 |
| $ 10,587,452 | $ 8,482,404 |
As of December 31, 2025 and 2024, in the Company'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 (16).
iii. The following table shows the non-derivative financial liabilities of the Company, grouped under the relevant maturity date, and analyzed under the remaining period from the balance sheet date to the contract 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 |
|---|---|---|
| Notes payable | $ 14,431 | $ - |
| Accounts payable (including related persons) | 109,663 | 37,381 |
| Other accounts payable | 59,771 | - |
~66~
Non-derivative financial liabilities:
| Rental liabilities | 1,899 | 106 |
|---|---|---|
| Bonds payable | 502,941 | - |
| Long-term borrowings | ||
| (inclusive of long-term loan | ||
| mature within one year or one | ||
| operating cycle) | 36,562 | 1,306,210 |
| Deposits received | 9,047 | 14,176 |
Non-derivative financial liabilities:
| December 31, 2024 | Within 1 year | 1 to 5 years |
|---|---|---|
| Short-term borrowings | $ 308,613 | $ - |
| Notes payable | 7,698 | - |
| Accounts payable (including related persons) | 53,519 | 53,438 |
| Other accounts payable | 53,368 | - |
| Rental liabilities | 3,100 | 1,972 |
| Bonds payable | 3,405 | 506,346 |
| Long-term borrowings | ||
| (inclusive of long-term loan | ||
| mature within one year or one | ||
| operating cycle) | 95,135 | 2,943,085 |
| Deposits received | - | 3,467 |
(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. The fair values of the OTC stocks and beneficiary certificates invested by the Company belong to Level 1.
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. All equity instrument investments without an active market invested by the Company belong to level 3.
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 carrying amount of the Company's cash and equivalent cash equivalents, notes receivable, accounts receivable, other receivables, short-term loans, notes payable, accounts payable and other payables is a reasonable approximation of the fair value.
d. Financial and non-financial instruments measured at fair value are classified by the Company under the nature, characteristics, risks, and fair value level of assets and liabilities. The relevant information is as follows:
(a) The Company classifies the assets and liabilities under their nature. The relevant information is as follows:
| December 31, 2025
Assets | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Repeatable fair value | | | | |
| Financial assets at fair value
through other comprehensive
income | | | | |
| Equity securities | $ - | $ - | $10,011 | $10,011 |
| Debt securities | 62,581 | - | - | 62,581 |
| Total | $62,581 | $ - | $10,011 | $72,592 |
| December 31, 2024
Assets | Level 1 | Level 2 | Level 3 | Total |
| Repeatable fair value | | | | |
| Financial assets at fair value
through other comprehensive
income | | | | |
| Equity securities | $ - | $ - | $11,740 | $11,740 |
| Debt securities | 65,247 | - | - | 65,247 |
| Total | $65,247 | $ - | $11,740 | $76,987 |
(b) As for the methods and assumptions used by the Company to measure the fair value, they are described as follows:
i. The breakdown is as follows according to the characteristics of the instrument in the case of the Company applying the market quotation as the fair price input value (i.e. the first level):
Repurchase agreements
Market prices
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 value obtained through the evaluation technology can calculate by referring to the current fair value of other financial instruments with substantially similar conditions and characteristics, the discounted cash flow method, or other evaluation technologies, including applying the model based on the market information available on the balance sheet date (e.g. the OTC center's reference yield curve and the average quotation of Reuters commercial promissory note interest rate).
iii. The Company adopts the evaluation technology widely used by market participants when evaluating non-standardized and less complex financial instruments, such as debt instruments without the active market, interest rate exchange contracts, exchange contracts, and options. 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 | $ 11,740 | $ 7,887 |
| Profit or loss recognized in other comprehensive income | ||
| Unrealized evaluation loss through other comprehensive income/(loss) | ( 1,729) | 3,853 |
| December 31 | $ 10,011 | $ 11,740 |
g. No level 3 shifts in or out in 2025 and 2024.
h. The Company's evaluation process for the fair value classified as level 3 makes the evaluation results close to the market state through independent source data, confirms that the data source is independent, reliable, consistent with other resources and represents the executable price, regularly calibrates the evaluation model, conduct backtracking test, update the input values and data required by the evaluation model and any other necessary fair value adjustment, which ensure that the evaluation results are reasonable. The external appraiser is entrusted to appraise the price of the investment property.
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:
~68~
~69~
| Fair value on December 31, 2025 | Evaluation technique | Significant unobservable input value | Range (weighted average) | Relation between input value and fair value | |
|---|---|---|---|---|---|
| Non-derivative equity instrument: | |||||
| Venture capital company shares' private equity fund investment | $ 10,011 | Net asset value method | N/A | - | N/A |
| Fair value on December 31, 2024 | Evaluation technique | Significant unobservable input value | Range (weighted average) | Relation between input value and fair value | |
| Non-derivative equity instrument: | |||||
| Venture capital company shares' private equity fund investment | $ 11,740 | Net asset value method | N/A | - | N/A |
13. 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. For business relations and major transactions between the parent company and subsidiary and between subsidiaries, their circumstances and amounts: 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.
14. Operation department information
N/A.
APEX Science & Engineering Corp.
List of cash and cash equivalents
December 31, 2025
Unit: NT$1,000
| Item | Summary | Amount |
|---|---|---|
| Cash on hand and working capital | $ 1,254 | |
| Bank deposits: | ||
| Check deposits | 7,007 | |
| Current deposits | ||
| – USD | US$ 1,691 (NT$ thousand) with exchange rate 31.43. | 53,141 |
| – NT$ | 108,226 | |
| – Others | 99 | |
| Time Deposits Expiring | 161,466 | |
| Within Three Months | 510,000 | |
| $ 679,727 |
~70~
~71~
APEX Science & Engineering Corp.
List of notes receivable and accounts receivable
December 31, 2025
Unit: NT$1,000
| Customer name | Summary | Amount | Remark |
|---|---|---|---|
| General customers | |||
| Company A | $ 121,380 | ||
| Company B | 16,642 | ||
| The balance of each sporadic customer does not exceed 5% of the balance of this account | |||
| Others | 16,749 | ||
| Subtotal | 154,771 | ||
| Less: Allowance for bad debts | ( 2,528) | ||
| Total | $ 152,243 |
~72~
APEX Science & Engineering Corp.
List of construction in progress
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Project case no. | Opening balance | Project costs | Project income/(loss) | Transfer out after completion | Ending balance |
|---|---|---|---|---|---|
| ALNG18 | $ 667,980 | $ 21 | $ 135 | $ - | $ 668,136 |
| ANFA01 | 231,590 | 6,013 | 681 | - | 238,284 |
| ATY21 | 448,183 | 2,661 | ( 2,661) | - | 448,183 |
| AEX01 | 201,513 | 361 | ( 1,076) | - | 200,798 |
| ABK01 | 206,518 | 320,921 | 26,635 | - | 554,074 |
| AMD03 | 53,765 | 114,714 | 137 | 168,616 | |
| ARE01 | 1,939 | 317,406 | 5,085 | 324,430 | |
| Others | 170,988 | 89,478 | ( 4,626) | ( 26,023) | 229,817 |
| $ 1,982,476 | $ 851,575 | $ 24,310 | ($ 26,023) | 2,832,338 |
Accounting contract assets $ 1,550,069
Allowance for loss ($ 132)
Accounting reduction of contract liabilities $ 1,282,269
APEX Science & Engineering Corp.
List of inventory
December 31, 2025
Unit: NT$1,000
Amount
| Item | Summary | Cost | Net realizable value | Remark |
|---|---|---|---|---|
| Goods | $ 2,900 | $ 2,335 | ||
| Finished product | 9,352 | 8,300 | ||
| Semi-finished product | 5,711 | 4,397 | ||
| Work-in-progress product | 1,385 | 1,385 | ||
| Raw material | 3,709 | 2,022 | ||
| Property for sale | 74,841 | 74,841 | Note | |
| To-be-constructed land | 573,825 | 573,825 | " | |
| Property under construction | 27,533 | 27,533 | " | |
| 699,256 | $ 694,638 | |||
| Less: Allowance for price drop loss | ( 4,618) | |||
| Total | $ 694,638 |
Note: The market price listed in the table means that it is not lower than the cost due to the industry characteristics of the construction company, the market price of the property under construction is not easy to determine.
~73~
APEX Science & Engineering Corp.
List of long-term equity investment
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Name | Opening balance | Increase for the period | Decrease in the current period | Ending balance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (shares) | Amount | Number of shares (shares) | Amount | Number of shares (shares) | Amount | Investment Profit (Loss) | Number of shares (shares) | Percentage of Ownership | Amount | Net equity | Evaluation basis | Provision of guarantee or pledge | |
| XINDIN ENGINEERING CONSULTANTS CORP. | 1,800,000 | $ 39,436 | - | $ - | - | ($ 8,000) | $ 657 | 1,800,000 | 100% | $ 32,093 | $ 32,093 | Equity method | None |
| Chang Ji Construction Co., Ltd. | 54,320,000 | 449,742 | 14,345,600 | 115,040 | (19,112) | 3,702 | 68,665,600 | 91.80% | 549,372 | 990,933 | # | # | |
| $ 489,178 | $115,040 | ($ 27,112) | $ 4,359 | $ 581,465 | $1,023,026 |
Note 1: The difference between the ending balance and the net equity of each investee includes adjustments such as the elimination of investments accounted for under the equity method, where shares of the parent company held by subsidiaries are treated as treasury shares.
Note 2: Increases during the current period include capital injections to subsidiaries in cash, stock dividends received from subsidiaries, and cash dividends distributed to subsidiaries.
Note 3: Decreases during the current period include unrealized gains or losses on equity instrument investments measured at fair value through other comprehensive income (FVOCI) by investees, as well as dividends received from subsidiaries.
APEX Science & Engineering Corp.
List of accounts payable
December 31, 2025
Unit: NT$1,000
| Supplier name | Summary | Amount | Remark |
|---|---|---|---|
| General supplier | |||
| Company A | $ 22,452 | ||
| Company B | 16,551 | ||
| Company C | 13,814 | ||
| Company D | 9,401 | ||
| Company E | 9,093 | ||
| Company F | 8,288 | ||
| Company G | 8,049 | ||
| Company H | 7,814 | ||
| Others | 51,582 | The balance of each sporadic manufacturer does not exceed 5% of the balance of this account | |
| Subtotal | $ 147,044 |
~75~
~76~
APEX Science & Engineering Corp.
List of project funds received in advance
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Project case no. | Opening balance | Increase (decrease) in current period | Transfer out after completion | Ending balance |
|---|---|---|---|---|
| AEX01 | $ 179,783 | $ 24,796 | $ - | $ 204,579 |
| ALNG18 | 668,393 | 14,042 | - | 682,435 |
| ANFA01 | 235,126 | - | - | 235,126 |
| ATY21 | 448,184 | - | - | 448,184 |
| ABK01 | 139,069 | 203,970 | - | 343,039 |
| AMD03 | 7,263 | 146,915 | - | 154,178 |
| ARE01 | - | 405,017 | - | 405,017 |
| Others | 136,253 | 94,010 | ( 26,023) | 204,240 |
| $ 1,814,071 | $ 888,750 | ($ 26,023) | $ 2,676,798 | |
| Contract liabilities listed - construction contract payment | $ 1,390,705 | |||
| Deduction of contract assets | $ 1,286,093 |
APEX Science & Engineering Corp.
List of operating revenue
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Sales revenue | $ 190,444 | ||
| Less: Sales returns | ( 11) | ||
| Sales allowances | ( 309) | ||
| Subtotal | 190,124 | ||
| Project revenue | 875,884 | ||
| Service revenue | 314,680 | ||
| Total | $1,380,688 |
~77~
APEX Science & Engineering Corp.
List of cost of goods sold
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Item | Summary | Amount |
|---|---|---|
| Beginning raw materials | $ 14,571 | |
| Add: Purchase | 12,936 | |
| Others | 60 | |
| Less: Ending materials | ( 9,420) | |
| Cost of raw materials sold | ( 1,028) | |
| Transfer to operating expenses | ( 435) | |
| Consumable materials | 16,684 | |
| Direct labor | 6,206 | |
| Manufacturing overheads | 1,313 | |
| Manufacturing cost | 24,203 | |
| Add: beginning WIP | 3,249 | |
| Less: ending WIP | ( 1,385) | |
| Cost of finished products | 26,067 | |
| Add: beginning finished products | 12,356 | |
| Outsourcing expenses | 448 | |
| Others | 84 | |
| Less: Ending finished products | ( 9,352) | |
| Transfer to operating expenses | ( 182) | |
| Production and marketing cost | 29,421 | |
| Beginning commodity | 2,232 | |
| Add: Goods purchased in current period | 106,715 | |
| Others | 524 | |
| Less: Ending goods | ( 2,900) | |
| Transfer to operating expenses | ( 638) | |
| Cost of goods sold | 105,933 | |
| Add: Cost of raw materials sold | 1,027 | |
| Cost of goods sold | $ 136,381 |
~78~
APEX Science & Engineering Corp.
List of project costs
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Item | Summary | Amount |
|---|---|---|
| Beginning construction materials | $ - | |
| Add: Purchase | 232,957 | |
| Less: Ending construction materials | - | |
| Construction materials | 232,957 | |
| Direct labor | 192 | |
| Contract payment | 557,946 | |
| Construction expenses | 60,479 | |
| Project costs | $ 851,574 |
~79~
~80~
APEX Science & Engineering Corp.
List of operating expenses
January 1, 2025, to December 31, 2025
Unit: NT$1,000
| Subject | Selling and marketing expenses | General and administrative expenses | Research and development expenses | Total |
|---|---|---|---|---|
| Salary expenses | $ 21,218 | $ 67,998 | $ 3 | $ 89,219 |
| Miscellaneous expenses | 897 | 14,410 | 131 | 15,438 |
| Insurance premiums | 2,661 | 5,075 | - | 7,736 |
| Others | 9,793 | 25,488 | 1,665 | 36,946 |
| $ 34,569 | $ 112,971 | $ 1,799 | $ 149,339 |
~81~
APEX Science & Engineering Corp.
List of functional summary of employee welfare, depreciation, depletion, and amortization expenses
incurred in the current period
December 31, 2025
Unit: NT$1,000
Please refer to notes 6 (26) and (27) for additional information on the nature of expenses and employee welfare expenses.
Apex Science & Engineering Corp. and Its Subsidiary Companies
Marketable securities held at the end (excluding the parts controlled by investment subsidiaries, associated enterprises and joint ventures)
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 | 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. Repurchase agreement on U.S. dollar-denominated bonds | - | Financial assets at amortized cost - current | - | 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 its29,261 thousand shares held in the Company as a pledge guarantee by December 31, 2024.
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 investee company (Notes 1 and 2) | Region | Main operating item | Original investment amount | Holding at the end of the period | Current income of the invested company (Note 2(b)) | Investment profit and loss recognized for the period (Note 2(c)) | 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.
Note 3: REINFORCE was disposed of in August 2024 and received approval for transfer from the Ministry of Economic Affairs in September 2024.