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Bafang Annual Report 2024

Nov 13, 2024

52194_rns_2024-11-13_063b8d08-9931-4f62-aa93-ffb519da007f.pdf

Annual Report

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Bafang Yunji International Co., Ltd. and subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report

1

§Table of Contents§

§Table of Contents§
Item
Page
I.
Cover
1
II.
Table of Contents
2
III.
Declaration of Consolidation of Financial
Statement of Affiliates
3
IV.
Independent Auditor’s Report
47
V.
Consolidated Balance Sheets
8
VI.
Consolidated Statements of Comprehensive
Income
910
VII.
Consolidated Statements of Changes in Equity
11
VIII.
Consolidated Statements of Cash Flows
1213
IX.
Notes to consolidated financial statements
(I)
Company History
14
(II)
Date and Procedure for Approval of
Financial Statements
14
(III)
Application of New and Revised
Standards and Interpretation
1416
(IV)
Summary of Significant Accounting
Policies
1727
(V)
Material Accounting Judgments and Key
Sources of Estimation Uncertainty
2728
(VI)
Summary of Significant Accounting Items
2870
(VII)
Related party transactions
7174
(VIII)
Assets Pledged as Collateral or For
Security
74
(IX)
Significant contingent liabilities and
unrecognized commitments
75
(X)
Significant subsequent events
75
(XI)
Others
75
(XII) Additional Disclosure
76~778089
1. Information on Significant Transactions
2. Information on Investees
3. Information on investment in Mainland
China
4. Information of major shareholders
(XIII)
Segment information
7779
Number of notes to
financial statements
-
-
-
-
-
-
-
-
1
2
3
4
5
6~35
36
37
38
39
40
41
42

2

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities that are required to be included in the combined financial statements of Bafang Yunji International Co., Ltd. as of and for the year ended December 31, 2024, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements”. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Bafang Yunji International Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

BAFANG YUNJI INTERNATIONAL CO., LTD. By

LIN, HSIN-YI Chairperson March 13, 2025

3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Bafang Yunji International Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Bafang Yunji International Co., Ltd. and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group 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 consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

4

Key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2024 is described as follows:

Authenticity of Sales Revenues from Shipments to Specific Customers

The Group is principally engaged in food processing, food ingredients trading and providing food and beverage services. Based on the materiality and the presumption of significant risk in revenue recognition in the Statement of Auditing Standards; Therefore, we believe that the authenticity of sales revenues from shipments to specific customers recognized by the Group has a significant impact on the financial statements. Therefore, the authenticity of the sales revenues from shipments to specific customers is listed as a key audit matter of this year. For a description of the revenue recognition policy, refer to Note 4(13).

We conducted the following audit procedures:

  1. Understand and test the design and implementation of internal control relevant to revenue recognition for specific customers.

  2. Review a selected sample of the revenue details of the specific customers, review the supporting documentation and test the collection status to confirm that the sales transaction occurred.

  3. Review whether significant sales returns and discounts have occurred for the specific customers since the balance sheet date to confirm whether there is any material misstatement of revenues.

Other Matter

We have also audited the parent company only financial statements of Bafang Yunji International Co., Ltd. as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committees, are responsible for overseeing the Group’s financial reporting process.

5

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

6

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 consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Li-Huang Lee and Nai-Hua Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China March 14, 2025

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

7

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 35)

Financial assets at fair value through profit or loss - current (Notes 4, 7 and 35)
Financial assets at amortized cost - current (Notes 4, 8, 9, 35 and 37)
Notes receivable (Notes 4, 11, 26 and 35)
Accounts receivables (Notes 4, 11, 26, 35 and 36)
Lease receivables (Notes 4, 12 and 36)
Other receivables (Notes 4, 11, 35 and 36)
Current tax assets (Notes 4 and 28)
Inventories (Notes 4 and 13)
Other prepayments (Note 18)
Other current assets (Notes 19, 35 and 37)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4, 10 and 35)
Financial assets at amortized cost - non-current (Notes 4, 8, 9, 35 and 37)
Property, plant and equipment (Notes 4, 15 and 37)
Right-of-use assets (Notes 4, 16 and 36)
Other intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 28)
Prepayments for equipment (Note 19)
Long-term lease receivables (Notes 4, 12 and 36)
Refundable deposits (Notes 19 and 35)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 20, 35 and 37)

Notes payable (Notes 21 and 35)

Accounts payables (Notes 21 and 35)

Other payables (Notes 22, 35 and 36)

Current tax liabilities (Notes 4 and 28)

Lease liabilities - current (Notes 4, 16, 33, 35 and 36)

Current portion of long-term borrowings (Notes 20, 33, 35 and 37)

Other current liabilities (Notes 22 and 35)


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Notes 20, 33, 35 and 37)

Deferred tax liabilities (Notes 4 and 28)

Lease liabilities - non-current (Notes 4, 16, 33, 35 and 36)

Provisions (Notes 4 and 23)

Net defined benefit liabilities - non-current (Notes 4 and 24)

Guarantee deposits received (Notes 22, 33, 35 and 36)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 14, 25, 30 and 32)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Exchange differences on the translation of the financial statements of foreign operations


Equity attributable to owners of the Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2024 %
14
4
2
-
3
-
-
-
5
2

-

30

-
-
43
22
-
-
2
-

3

70

100

3
-
4
9
1
7
-

1

25

-
-
17
-
-

1

18

43

10

15

7
-
20

27


1

53

4

57

100
2023
Amount
$ 962,149

250,390
108,550
-
178,107
29,931
5,284
8,344
298,953
149,115

2,787


1,993,610

3,750
9,780
2,879,204

1,491,751

17,474
5,777
111,184
32,807

177,875


4,729,602

$ 6,723,212

$ 181,963

2,160

261,494

616,666

92,217

444,828

4,777

53,502



1,657,607



26,937

25,459

1,134,848


6,698

347

55,476



1,249,765



2,907,372



666,448


1,000,579


495,473

1,619

1,362,129


1,859,221


47,148



3,573,396



242,444



3,815,840


$ 6,723,212
Amount
$ 803,523


210,241

541,141

71

161,182

44,077

17,463

3,444

247,441

115,636

3,428


2,147,647


3,750

-

2,378,535


1,309,593


18,557

6,223

79,309

67,691

169,234


4,032,892

$ 6,180,539

$ 302,000

1,522

238,308

551,617

41,357

413,789

4,244

55,757


1,608,594


29,529

10,384

1,020,093


7,036

2,635

53,461


1,123,138


2,731,732


664,948


996,533


440,197

4,247

1,277,604


1,722,048


(1,619)


3,381,910


66,897


3,448,807

$ 6,180,539
%


































































































13
3
9
-
3
1
-
-
4
2

-
35
-
-
39
21
-
-
1
1

3
65
100
5
-
4
9
-
7
-

1
26
-
-
17
-
-

1
18
44
11
16
7
-
21
28

-
55

1
56
100

The accompanying notes are an integral part of the consolidated financial statements.

8

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 26, 36 and 42)

OPERATING COSTS (Notes 13 and 27)

GROSS PROFIT

OPERATING EXPENSES (Notes 11, 16, 24, 27 and
36)
Selling and marketing expenses

General and administrative expenses
Research and development expenses
Expected credit gain

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 10, 16, 27, 31 and 36)
Interest income
Other income
Other gains and losses
Finance costs

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 28)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (Notes 4, 24,
25 and 28)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Income tax related to items that will not be
reclassified subsequently to profit or loss
2024 %
100
(65)

35

(20)
(6)

-

-

(26)


9

-
1
-
(1)


-

9
(2)


7

-

-
2023
Amount
$ 8,027,985

(5,250,164)


2,777,821

(1,585,207)
(453,000)
(18,078)

-

(2,056,285)


721,536

15,657
54,936
5,998

(41,519)


35,072

756,608

(165,510)


591,098

1,798
(360)
Amount
%
$ 7,339,890
100
(4,787,287)
(65)

2,552,603
35
(1,443,944) (20)

(420,300) (6)

(20,031)
-

305

-
(1,883,970)
(26)

668,633

9

30,184
-

37,047
-

(26,233)
-

(31,889)

-

9,109

-

677,742
9

(139,987)
(2)

537,755

7

(792)
-

158
-
(Continued)
%




























9

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations
Income tax related to items that may be
reclassified subsequently to profit or loss

Other comprehensive income for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 29)
Basic
Diluted
2024 %
1

-


1


8

7

-


7

8

-


8
2023
Amount
68,388

(12,191)


57,635

$ 648,733

$ 602,016

(10,918)

$ 591,098

$ 652,221

(3,488)

$ 648,733

$ 9.05
$ 9.02
Amount

3,489

(665)


2,190

$ 539,945

$ 554,172

(16,417)

$ 537,755

$ 556,166

(16,221)

$ 539,945

$ 8.35
$ 8.31
%


















-

-

-

7
7

-

7
7

-

7
$ $
$ $
$ $
$ $
$ $


The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

10

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

BALANCE AS OF JANUARY 1, 2023
Appropriation of earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company
Difference between actual disposal or acquisition price and carrying amount of subsidiary
shares
Issuance of ordinary shares under employee share options
Share-based payment transactions
Other changes in capital surplus
Gain on exercise of right of disgorgement by the issuing company
Net profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023, net of income tax
Total comprehensive income for the year ended December 31, 2023
BALANCE AT DECEMBER 31, 2023
Appropriation of earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company
Difference between actual disposal or acquisition price and carrying amount of subsidiary
shares
Changes in percentage of ownership interests in subsidiaries
Issuance of ordinary shares under employee share options
Share-based payment transactions
Net profit for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024, net of income tax
Total comprehensive income for the year ended December 31, 2024
Non-controlling interests
BALANCE AT DECEMBER 31, 2024
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
$ 3,282,314
-
-
(465,117 )
(962 )
4,441
4,969
99
554,172

1,994

556,166
3,381,910
-
-
(465,763 )
56
(518 )
3,765
1,725
602,016

50,205

652,221

-
$ 3,573,396
Non-controlling
Interests
$ 82,156
-
-
-
962
-
-
-
(16,417 )

196

(16,221)
66,897
-
-
-
(56 )
518
-
-
(10,918 )

7,430

(3,488)

178,573
$ 242,444
Total Equity
Share Capital
Number of Shares
(In Thousands of
Shares)
Amount
66,326
$ 663,258
-
-
-
-
-
-
-
-
169
1,690
-
-
-
-
-
-

-

-

-

-
66,495
664,948
-
-
-
-
-
-
-
-
-
-
150
1,500
-
-
-
-

-

-

-

-

-

-

66,645
$ 666,448
Capital Surplus
$ 988,905
-
-
-
(191 )
2,751
4,969
99
-

-

-
996,533
-
-
-
56
-
2,265
1,725
-

-

-

-
$ 1,000,579
Retained Earnings Unappropriated
Earnings
$ 1,196,578
(34,313 )
27,689
(465,117 )
(771 )
-
-
-
554,172

(634)

553,538
1,277,604
(55,276 )
2,628
(465,763 )
-
(518 )
-
-
602,016

1,438

603,454

-
$ 1,362,129
Other Equity
Exchange Differences
on Translation of the
Financial
Statements of
Foreign
Operations
$ (4,247 )
-
-
-
-
-
-
-
-

2,628

2,628
(1,619 )
-
-
-
-
-
-
-
-

48,767

48,767

-
$ 47,148
Number of Shares
(In Thousands of
Shares)
66,326
-
-
-
-
169
-
-
-

-

-
66,495
-
-
-
-
-
150
-
-

-

-

-

66,645
Legal Reserve
$ 405,884
34,313
-
-
-
-
-
-
-

-

-
440,197
55,276
-
-
-
-
-
-
-

-

-

-
$ 495,473
Special Reserve
$ 31,936
-
(27,689 )
-
-
-
-
-
-

-

-
4,247
-
(2,628 )
-
-
-
-
-
-

-

-

-
$ 1,619



























































$ 3,364,470
-
-
(465,117 )
-
4,441
4,969
99
537,755

2,190

539,945
3,448,807
-
-
(465,763 )
-
-
3,765
1,725
591,098

57,635

648,733

178,573
$ 3,815,840

The accompanying notes are an integral part of the consolidated financial statements.

11

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss reversed
Net gain on fair value changes of financial assets and liabilities at
fair value through profit or loss
Finance costs
Interest income
Dividend income
Share-based compensation cost
Loss on disposal and write-off of property, plant and equipment
Loss on disposal of intangible assets
Losses on disposal of subsidiaries
Gain on lease modification
Changes in operating assets and liabilities
Notes receivable
Accounts receivables
Other receivables
Inventories
Prepayments
Other current assets
Notes payable
Accounts payables
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit or loss

Proceeds from sale of financial assets at fair value through profit or
loss
Proceeds from sale of financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Payments for intangible assets
Payments for right-of-use assets
2024
$ 756,608

757,036
5,542
-
(2,182)
41,519
(15,657)
(32)
1,725
9,601
-
-
(1,135)
71
(17,004)
12,008
(51,574)
(33,479)
634
638
23,186
24,663
(2,255)
(490)

1,509,423
14,856
(6,455)
(116,580)

1,401,244

(1,494,000)
1,456,033
422,811
(718,905)
61,832
(8,641)
(4,439)
-
2023




















$ 677,742
684,028
4,484
(305)

(1,492)
31,889

(30,184)

(210)
4,969
17,467
175
8,737

(2,206)
(71)

(22,293)
(4,206)

(20,412)

(24,045)
(617)
(1,029)
39,591
29,396

(4,194)

(403)
1,386,811
27,501

(3,522)

(190,959)

1,219,831

(712,000)
613,479
586,625

(966,255)
67,953

(4,293)

(7,056)
(200)
(Continued)

12

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Decrease in lease receivables
Decrease in other financial assets
Increase in prepayments for equipment
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid
Proceeds from exercise of employee share options
Changes in non-controlling interests
Proceeds from exercise of right of disgorgement by the issuing
company

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2024
43,163
7
(72,547)
32

(314,654)

-
(120,037)
(4,454)
2,015
(554,740)
(465,463)
3,765
178,573
-

(960,341)

32,377

158,626
803,523

$ 962,149
2023

















59,420
18,418

(28,929)

210

(372,628)
272,000

-

(4,230)
13,350

(521,754)

(497,539)
4,441
-

99

(733,633)

(63)
113,507

690,016
$ 803,523

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

13

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. COMPANY HISTORY

Bafang Yunji International Co., Ltd. (“the Company”) was incorporated on January 19, 2000, and is currently engaged in restaurant business, wholesale of food and groceries, retail of beverages, manufacturing of processed bean products, and manufacturing of baked and steamed food products.

The Company’s shares have been listed on the Taiwan Stock Exchange since September 2021.

The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. DATE AND PROCEDURE FOR APPROVAL OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 13, 2025.

3. APPLICATION OF NEW AND REVISED STANDARDS AND INTERPRETATION

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (referred to as the “2020 amendments”) and “Non-current Liabilities with Covenants” (referred to as the “2022 amendments”)

The 2020 amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights exist at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right.

The 2020 amendments also stipulate that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date. The 2022 amendments further clarify that only covenants with which an entity is required to comply on or before the reporting date should affect the classification of a liability as current or non-current. Although the covenants to be complied with within twelve months after the reporting period do not affect the classification of a liability, the Group shall disclose information that enables users of financial statements to understand the risk of the Group, which may have difficulty complying with the covenants and repaying its liabilities within twelve months after the reporting period.

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The 2020 amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such an option is recognized separately as equity in accordance with IAS 32 “Financial Instruments: Presentation”, the aforementioned terms would not affect the classification of the liability.

  • b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2025
New,Amended andRevised Standards andInterpretations
Amendments to IAS 21 “Lack of Exchangeability”

Amendments to IFRS 9 and IFRS 7 “Amendments to the
Classification and Measurement of Financial Instruments” - the
amendments to the application guidance of classification of
financial assets
Effective Date
Announced byIASB
January 1, 2025 (Note 1)
January 1, 2026 (Note 2)
  • Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.

  • Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. It is permitted to apply these amendments for an earlier period beginning on January 1, 2025. An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.

Amendments to IAS 21 “Lack of Exchangeability”

The amendments stipulate that a currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. An entity shall estimate the spot exchange rate at a measurement date when a currency is not exchangeable into another currency to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. In this situation, the Group shall disclose information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, its financial performance, financial position and cash flows.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of other standards and interpretations will not have a material impact on the Group’s financial position and financial performance.

15

  • c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
New, Amended and Revised Standards and Interpretations
Annual Improvements to IFRS Accounting Standards - Volume 11

Amendments to IFRS 9 and IFRS 7 “Amendments to the
Classification and Measurement of Financial Instruments” - the
amendments to the application guidance of derecognition of
financial liabilities

Amendments to IFRS 9 and IFRS 7 “Contracts Referencing
Nature-dependent Electricity”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 -
Comparative Information”

IFRS 18 “Presentation and Disclosure in Financial Statements”

IFRS 19 “Subsidiaries without Public Accountability: Disclosures”
Effective Date
Announced by IASB (Note)
January 1, 2026
January 1, 2026
January 1, 2026
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2027
January 1, 2027

Note: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.

IFRS 18 “Presentation and Disclosures in Financial Statements”

IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:

  • Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discontinued operations categories.

  • The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.

  • Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as “other” only if it cannot find a more informative label.

  • Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the other impacts of the above amended standards and interpretations on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

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4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Group does not have the substantial right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

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d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 14 and Table 8 of Note 41 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting consolidated financial statements, the financial statements of the Company’s foreign operations (including subsidiaries and associates) that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate)

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

18

f. Inventories

Inventories consist of raw materials, supplies, semi-finished goods and finished goods and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

g. Investments in associates

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.

Group uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • i. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

19

2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • j. Impairment of property, plant and equipment, right-of-use asset, intangible assets other than goodwill and assets related to contract costs

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories, property, plant and equipment and intangible assets related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are included in the initially recognized amount of the financial assets or financial liabilities.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

20

a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 35: Financial Instruments.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, accounts receivables at amortized cost, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

  • ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits and bonds with repurchase agreement with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

21

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivables), as well as contract assets.

The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

22

IFRS 9 describes when a financial asset is derecognized in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Financial liabilities

a) Subsequent measurement

All financial liabilities of the Group are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

3) Equity instruments

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity, and its carrying amounts are calculated based on weighted average by share types. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

l. Provisions

Provisions, including contractual obligations specified in lease agreements to maintain or restore the leased asset before returning it to the lessor, are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

m. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

1) Revenue from the sale of goods

Revenue from the sale of goods is derived from the sale of ingredients and related items to franchisees, as well as food and beverage sales from company-operated stores.

23

Revenue and accounts receivables are recognized at the point in time when the goods are delivered to the location specified by the customer, as the franchisee obtains the right to use the goods at agreed prices, assumes primary responsibility for the sale of the goods, and bears the risk of obsolescence.

2) Licensing revenue

Licensing revenue is generated from the licensing of franchisee chain. The business practice of the Group is to continuously analyze consumers' preferences for products in order to launch new products, conduct pricing analysis and marketing activities, while the franchisee is required to launch new products. Since the aforementioned business practices do not transfer merchandises or services to the franchisee, the nature of the license is to provide the franchisee with access to intellectual property existing during the license period, and the original license fee is recognized as licensing revenue on a straight-line basis over the license period

n. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.

The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases. For a lease modification that is not accounted for as a separate lease, if the lease would have been classified as an operating lease had the modification been in effect at the inception date, the Group accounts for the lease modification as a new lease and measures the carrying amount underlying asset as the finance lease receivables immediately before the effective date of the lease modification.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

24

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. However, if leases transfer ownership of the underlying assets to the Group by the end of the lease terms or if the costs of right-of-use assets reflect that the Group will exercise a purchase option, the Group depreciates the right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, a change in the amounts expected to be payable under a residual value guarantee, a change in the assessment of an option to purchase an underlying asset, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

o. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

p. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

25

Government grants related to income are recognized in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

q. Employee benefits

Government grants that compensate for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in other equity and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

r. Share-based payment arrangements

Equity-settled share-based payment arrangements granted to employees

The fair value at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest. The expense is recognized in full at the grant date if the grants are vested immediately. The grant date of equity-settled share-based payment arrangements granted to employees is the date on which the number of shares to be purchased by the employees is confirmed.

  • s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

26

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

27

When developing material accounting estimates, the Group considers the possible impact of climate change and related government policies and regulations on the cash flow projection, growth rates, discount rates, profitabilities and other relevant material estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

Key Sources of Estimation Uncertainty

a. Estimated impairment of financial assets

The provision for impairment of accounts receivables and investments in debt instruments is based on assumptions on probability of default and loss given default. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 9 “Credit risk management of debt instrument investments” and Note 11 “Notes and accounts receivables and other receivables”. Where the actual future cash inflows are less than expected, a material impairment loss may arise. Furthermore, the estimate of the probability of default is subject to greater uncertainties due to the impact on credit risk of financial assets arising from the uncertain impact and volatility in financial markets caused by inflation and interest rate fluctuations.

b. Write-down of inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience in the sale of product of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand and working capital

Checking accounts and demand deposits
Cash equivalents (investments with original maturities of 3 months
or less)
Time deposits

December December 31
2024
$ 9,776

819,094
133,279

$ 962,149
2023




$ 14,584
598,029

190,910
$ 803,523

The interest rate ranges at the balance sheet date for bank deposits were as follows:

Bank deposits
December31 December31
2024
0.002%-4.55%
2023
0.001%-5.55%

28

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets mandatorily classified as at FVTPL
Hybrid financial assets
Structured deposits

Non-derivative financial assets
Mutual fund beneficiary certificates

December December 31
2024
$ 130,265

120,125

$ 250,390
2023




$ 100,236

110,005
$ 210,241

The Group has entered into a structured time deposit agreement with a financial institution. This structured time deposit includes an embedded derivative that is not closely related to the host contract. Since the host contract of this hybrid contract is an asset within the scope of IFRS 9, the entire hybrid contract is required to be classified as measured at fair value through profit or loss.

8. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months

Non-current
Corporate bonds - First Commercial Bank
December December 31
2024
$ 108,550

$ 9,780
2023


$ 541,141
$ -

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 1.285%-4.10% and 1.10%-5.15% per annum as of December 31, 2024 and 2023, respectively.

In October 2024, the Group bought 5-year corporate bonds issued by First Commercial Bank with a coupon rate of 0.52% and an effective interest rate of 1.28%.

9. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUMENTS

Investments in debt instruments classified as at amortized cost was as follows:

December 31, 2024

Gross carrying amount

Less: Allowance for impairment loss

Amortized cost
Measured at
amortized cost
Measured at
amortized cost


$ 118,330

-
$ 118,330

29

December 31, 2023

Gross carrying amount

Less: Allowance for impairment loss

Amortized cost
Measured at
amortized cost
Measured at
amortized cost


$ 541,141
-
$ 541,141

The credit risk associated with the Group’s bank deposits and other financial instruments is measured and monitored by the Group’s finance department. Since the Group’s counterparties and trading partners are reputable banks and financial institutions, as well as corporate organizations with investment-grade ratings or higher, there are no significant concerns regarding performance, and therefore, no significant credit risk.

The Group’s current credit risk grading mechanism and the gross carrying amounts of debt instrument investments classified by credit rating were shown below:

Credit
rating
Normal
Description
The counterparty has a low
risk of default and a strong
capacity to meet contractual
cash flows
Basis for
Recognizing
Expected
Credit Losses
(ECLs)
12m ECLs
Expected
LossRate
0%
Gross Carrying Amount as of
December 31
Gross Carrying Amount as of
December 31
Gross Carrying Amount as of
December 31
Gross Carrying Amount as of
December 31
2024
$ 118,330
2023
$ 541,141

10. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investment in Equity Instruments at Fair Value Through Other Comprehensive Income (FVTOCI)

Non-current
Domestic investments
Unlisted shares
Ordinary shares - WiXtar Corporation
December31 December31 December31
2024
$ 3,750
2023
$ 3,750

The Group invested in the common stock of WiXtar Corporation for medium- and long-term strategic purposes and expects to earn profits from the long-term investment. The management of the Group considers that it is inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and therefore elects to designate these investments as measured at fair value through other comprehensive income or loss.

Dividends of $32 thousand and $210 thousand were recognized during 2024 and 2023, respectively. Those related to investments held at December 31, 2024 and 2023 were $32 thousand and $210 thousand, respectively.

30

11. NOTES RECEIVABLE, ACCOUNTS RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss
Accounts receivables
At amortized cost
Gross carrying amount
Non-related parties

Related parties
Less: Allowance for impairment loss


Other receivables
Proceeds receivable from disposal of equipment

Interest receivable
Receivables from related parties
Others

December December 31
2024
$ -

-

$ -

$ 178,386

1,232
(1,511)

$ 178,107

$ 767

225
-
4,292

$ 5,284
2023
















$ 71

-
$ 71
$ 161,485
1,262

(1,565)
$ 161,182
$ 400
763
242

16,058
$ 17,463

a. Accounts and notes receivable

The Group's sales of goods to franchise customers are based on the credit period agreed upon by both parties, and the credit period is 3 to 15 days. Cash (or EasyCard and mobile payment) is mostly used for collection and payment for food and beverage sales, except for accounts receivable from some locations in hypermarkets or department stores and those from conglomerate partnerships, which are mainly based on the credit period negotiated by both parties, with the credit period ranging from 30 to 90 days after the monthly cut-off date. In determining the recoverability of accounts receivable, the Group considers any changes in the credit quality of accounts receivable from the original credit date to the balance sheet date.

To mitigate credit risk, the Group's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue receivables. In addition, the Group reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been provided for uncollectible receivables. Accordingly, the Company's management believes that the credit risk of the Group has been significantly reduced.

The Group uses the simplified IFRS 9 method to recognize an allowance for losses on accounts receivable based on expected credit losses over the duration of the receivables. The expected credit losses for the duration of the period are calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition, the economic situation of the industry, as well as the GDP forecast and industry outlook. Since the credit loss history of the Group shows that there is no significant difference in the loss patterns of different customer groups, the allowance matrix

31

does not further differentiate between customer groups and only uses the number of days to establish accounts receivable to determine the expected credit loss rate.

If there is evidence that the counterparty is in serious financial difficulty and the Group cannot reasonably expect to recover the amount, for example, if the counterparty is in liquidation or the debt has been outstanding for more than 120 days, the Group directly writes off the related receivables, but continues the recovery activities, and the amount recovered from the recovery is recognized in profit or loss.

The following table details the loss allowance of accounts receivables based on the Group’s provision matrix.

December 31, 2024


Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECLs)


Amortized cost

December 31, 2023

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECLs)


Amortized cost
0 to 30 Days
.01%-0.76%
$ 176,579


(739)

$ 175,840

0 to 30 Days
.02%-0.56%
$ 157,109


(1,096)

$ 156,013
3 1 to 60 Days
.09%-14.27%
$ 2,436


(347)

$ 2,089

1 to 60 Days
.05%-47.98%
$ 4,828


(149)

$ 4,679
6 1 to 90 Days
.65%-30.66%

$ 176


(52)

$ 124

1 to 90 Days
.14%-68.24%

$ 458


(1)

$ 457
9 1 to 120 Days
3.71%-64.45%
$ 91


(37)

$ 54

1 to 120 Days
9.99%-85.86%
$ 231


(127)

$ 104
O ver 120 Days
100%
$ 336


(336)

$ -

ver 120 Days
100%
$ 192


(192)

$ -
Total
0





0



3
5



6
1



9




O


$ 179,618

(1,511)
$ 178,107
Total
0




0


0


4







$ 162,818

(1,565)
$ 161,253

The above is an aging analysis based on the number of days since initial recognition of the accounts receivables.

The movements of the loss allowance of accounts receivables were as follows:

Balance at January 1
Less: Amounts written off
Less: Net remeasurement of loss allowance
Foreign exchange gains and losses
Balance at December 31
For theYear EndedDecember31 For theYear EndedDecember31 For theYear EndedDecember31 For theYear EndedDecember31
2024
$ 1,565
(133)
-

79
$ 1,511
2023




$ 1,873
-
(305)

(3)
$ 1,565

32

b. Other receivables

No interest is charged on other receivables. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the year to ensure that adequate allowance is made for possible irrecoverable amounts.

12. LEASE RECEIVABLES

Current

Non-current


Undiscounted lease payments
Year 1

Year 2
Year 3
Year 4
Year 5
Year 6 onwards

Unrealized interest income receivable

Lease receivables
December December 31
2024
$ 29,931

32,807

$ 62,738

$ 31,520

19,298
8,684
3,329
780
715

64,326
(1,588)

$ 62,738
2023












$ 44,077

67,691
$ 111,768
$ 47,124
34,796
19,506
8,507
3,387

1,495
114,815

(3,047)
$ 111,768

The Group has been subleasing its leased retail stores to franchisees with annual fixed lease payments. All these leases are denominated in New Taiwan dollars. As the Group subleases the retail stores for all the remaining lease term of the main lease to the sublessee, the subleases are classified as lease receivables.

The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease. The ranges of interest rates inherent in the finance leases were approximately 1.42%-1.75% and 1.42%-1.70% per annum as of December 31, 2024 and 2023, respectively.

The Group measures the loss allowance for finance lease receivables at an amount equal to lifetime ECLs. As of December 31, 2024, no finance lease receivable was past due. The Group has not recognized a loss allowance for lease receivables after taking into consideration the historical default experience and the future prospects of the industries in which the lessees operate, together with the value of collateral held over these lease receivables.

There are no lease commitments with lease terms commencing after the balance sheet dates as of December 31, 2024 and December 31, 2023.

33

13. INVENTORIES

Raw materials

Semi-finished goods
Finished goods
Merchandise inventory


The nature of cost of goods sold is as follows:
Cost of inventories sold
December December 31
2023
$ 164,576
12,680
26,159

44,026
$ 247,441
December31
2024
$ 5,250,164
2023
$ 4,787,287

14. SUBSIDIARIES

  • a. Subsidiaries included in consolidated financial statements
Investor Investee
Nature ofactivities
ProportionofOwnership (%) ProportionofOwnership (%) Remark
December31
2024 2023
Bafang Yunji International
Co., Ltd.
Bafang Yunji International
Co., Ltd.

Bafang Yunji International
Co., Ltd.

Bafang Yunji International
Co., Ltd.

Bafang Yunji International
Co., Ltd.

Bafang Yunji International
Co., Ltd.

Bafang Yunji International
Co., Ltd.

Bafang Yunji International
Co., Ltd.

Bafang Yunji (Samoa)
International Co., Ltd.

Bafang Yunji International
Company Limited

Bafang Yunji International
Company Limited

Bafang Yunji International
Company Limited

Bafang Yunji International
Company Limited

Bafang Yunji International
Company Limited

Jiashide Limited

Bafang Yunji International
(USA) Limited

Bafang Yunji International
(USA) Limited

Bafang Yunji International
(USA) Limited

Bafang Yunji International
(USA) Limited

Bafang Yunji Texas
Corporation
Bafang Yunji Restaurant Co., Ltd.
Bafang Yunji (Samoa)
International Co., Ltd.

Fang Sin International Trading
Co., Ltd.

Bafang Co., Ltd.

Bafang Yunji International (USA)
Limited

Dante Coffee & Foods Co., Ltd.

Bafang Yunji International
Company Limited

Ji Yuan Foods Co., Ltd.

Bafang Yunji Restaurant Group
Limited

Jiashide Limited

Hsin Chiao International Co.
Limited

Long Success (HK) Industrial
Limited

Rich Grade Limited

Wise Success Enterprise Limited
Heng Yue Feng Trading
(Shenzhen) Co., Ltd.

Bafang Yunji Foods LLC

Bafang Yunji Restaurant Group
LLC

Bafang Yunji Franchise (USA)
Co.

Bafang Yunji Texas Corporation

Bafang Yunji Foods Texas LLC
Food and beverage
manufacturing and sales
Holding
International Trade
Food and beverage
manufacturing and sales
Holding
Food and beverage
manufacturing and sales
Food and beverage
manufacturing and sales
Livestock products
manufacturing and sales
Holding
Holding
Transportation
Food and beverage
manufacturing and sales
Food and beverage
manufacturing and sales
Transportation
Food wholesale
Food and beverage
manufacturing and sales
Food and beverage
manufacturing and sales
Franchising
Holding
Food and beverage
manufacturing and sales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
60%
60%
100%
60%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
59.25%
59.25%
-
-
-
-
-
-
-
3)
8), 9)
-
1)
-
-
-
-
-
-
-
4), 6)
4), 5)
2)
7)
7)

34

  • 1) Ji Yuan Food Co., Ltd., located in Tamsui District, New Taipei City, was established on March 28, 2024. Bafang Yunji International Co., Ltd. invested $30,000 thousand and obtained 60% of the equity. Its main business is livestock product processing and retail. In addition, the Group invested $182,500 thousand in Ji Yuan Food Co., Ltd. on August 3, 2024. The capital injection was not processed in accordance with the shareholding ratio so that the retained earnings were reduced by $9 thousand. After the capital injection, the shareholding ratio is 85%. Additionally, on December 31, 2024, the Group acquired a 15% equity stake for $37,500 thousand in cash, increasing its ownership from 85% to 100%. Refer to Note 32.

  • 2) In August 2024, the Group invested $16,140 thousand (USD 500 thousand) to establish Bafang Yunji Franchise (USA) Co. with 100% shareholding ratio.

  • 3) On February 5, June 14, July 12 and October 9, 2024, the Group invested in total of $300,004 thousand (USD 9,400 thousand) in Bafang Yunji International (USA) Limited.

  • 4) Bafang Yunji Foods LLC and Bafang Yunji Restaurant Group LLC processed cash capital reduction on April 1, 2024, which increased the shareholding ratio from 59.25% to 60%. The capital reduction was not processed in accordance with the shareholding ratio so that the retained earnings were reduced by $509 thousand.

  • 5) The Group invested in Bafang Yunji Restaurant Group LLC by $20,197 thousand (US$626 thousand) on June 14, 2024. After the capital increase, the shareholding ratio was 60%.

  • 6) The Group invested in Bafang Yunji Foods LLC by $20,596 thousand (US$632 thousand) on July 15, 2024. After the capital increase, the shareholding ratio was 60%.

  • 7) The Group made cash investments of $231,732 thousand (US$7,200 thousand) on October 11, 2024, and NT$385,080 thousand (US$12,000 thousand) on October 24, 2024, to establish Bafang Yunji Texas Corporation and Bafang Yunji Foods Texas LLC, with shareholding ratio of 60% and 100%, respectively.

  • 8) The Group participated in the cash capital increase of Dante Coffee & Foods Co., Ltd. and invested in $20,000 on September 20, 2023.

  • 9) On March 23, 2023, the board of directors of Dante Coffee & Foods Co., Ltd. resolved to execute the capital reduction by $95,200 thousand for cover accumulated deficits, with a total of 9,520 thousand shares eliminated. In addition, the Group acquired the 14.71% ownership with a consideration of $1 thereafter, result in increasing the ownership from 85.29% to 100%. Refer to Note 32.

For information on the principal place of business and the country of incorporation, refer to Note 41, Exhibit 8, “Information on investees, locations, etc.” and Exhibit 9, “Information on investment in Mainland China”.

  • b. Subsidiaries excluded from the consolidated financial statements: None.

35

  • c. Details of subsidiaries that have material non-controlling interests
Principal Place
Name of Subsidiary
of Business
Bafang Yunji Foods LLC
United States
Bafang Yunji Restaurant Group LLC
United States
Bafang Yunji Texas Corporation
United States
Profit (Loss) Allocated to
Non-controllingInterests
For theYear EndedDecember31
Name ofSubsidiary
2024
2023
Bafang Yunji Foods LLC $ (12,953)
$ (11,993)

Bafang Yunji Restaurant
Group LLC
2,470
(3,466)
Bafang Yunji Texas
Corporation
(482)
-
Others

47

(958)

$ (10,918)
$ (16,417)
Principal Place
of Business
Proportion of Ownership and Voting
Rights Held by Non-controlling
Interests
Proportion of Ownership and Voting
Rights Held by Non-controlling
Interests
Proportion of Ownership and Voting
Rights Held by Non-controlling
Interests
Proportion of Ownership and Voting
Rights Held by Non-controlling
Interests
December 31
2024
2023
40.00%
40.75%
40.00%
40.75%
40.00%
-
Accumulated Non-controlling
Interests
December31
2024
2023
$ 29,172
$ 27,890
56,396
39,007
156,876
-

-

-
$ 242,444
$ 66,897
2023
December
2024
$ 29,172

56,396
156,876

-

$ 242,444






Summarized financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.

December 31, 2024

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of Company

Non-controlling interests

Bafang Yunji
FoodsLLC
$ 58,267

189,735
(47,423)

(127,648)

$ 72,931

$ 43,759


29,172

$ 72,931
Bafang Yunji
Restaurant
GroupLLC
$ 48,946

578,987
(130,675)
(356,267)

$ 140,991

$ 84,595


56,396

$ 140,991
Bafang Yunji
Texas
Corporation
Bafang Yunji
Texas
Corporation
















$ 2
392,483
(295)

-
$ 392,190
$ 235,314

156,876
$ 392,190

36

December 31, 2023

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Equity attributable to:
Owners of Company
Non-controlling interests
For the year ended December 31, 2024
Revenue

Net profit from continuing operations

Profit for the year
Other comprehensive income for the year

Total comprehensive income for the year

Profit attributable to:
Owners of Company

Non-controlling interests


Total comprehensive income attributable to:
Owners of Company

Non-controlling interests







Bafang Yunji
Foods LLC
$ 197,314

$ (32,257)

(32,257)

3,595

$ (28,662)

$ (19,304)


(12,953)

$ (32,257)

$ (17,386)


(11,276)

$ (28,662)
Bafang Yunji
FoodsLLC
$ 47,719

191,793
(38,214)

(132,857)

$ 68,441

$ 40,551


27,890

$ 68,441

Bafang Yunji
Restaurant
Group LLC
$ 554,543

$ 5,875

5,875

7,159

$ 13,034

$ 3,405


2,470

$ 5,875

$ 7,682


5,352

$ 13,034
Bafang Yunji
Restaurant
GroupLLC
Bafang Yunji
Restaurant
GroupLLC
$ 76,261
332,549
(134,244)
(178,843)
$ 95,723
$ 56,716

39,007
$ 95,723
Bafang Yunji
Texas
Corporation



























$ -
$ (1,205)
(1,205)

7,175
$ 5,970
$ (723)

(482)
$ (1,205)
$ 3,581

2,389
$ 5,970

37

For the year ended December 31, 2023

Revenue

Net profit from continuing operations

Profit for the year
Other comprehensive income for the year

Total comprehensive income for the year

Profit attributable to:
Owners of Company

Non-controlling interests


Total comprehensive income attributable to:
Owners of Company

Non-controlling interests


PROPERTY, PLANT AND EQUIPMENT
Assets used by the Group

Assets Used by the Group
Bafang Yunji
FoodsLLC
Bafang Yunji
Restaurant
GroupLLC
$ 103,121
$ 276,732
$ (29,430)
$ (8,506)
(29,430)
(8,506)
410

106
$ (29,020)
$ (8,400)
$ (17,437)
$ (5,040)
(11,993)

(3,466)
$ (29,430)
$ (8,506)
$ (17,194)
$ (4,977)
(11,826)

(3,423)
$ (29,020)
$ (8,400)
December31
Bafang Yunji
Restaurant
GroupLLC
Bafang Yunji
Restaurant
GroupLLC
Bafang Yunji
Restaurant
GroupLLC









$ 276,732
$ (8,506)
(8,506)

106
$ (8,400)
$ (5,040)

(3,466)
$ (8,506)
$ (4,977)

(3,423)
$ (8,400)
31
2024
$ 2,879,204
2023
$ 2,378,535

15. PROPERTY, PLANT AND EQUIPMENT


Cost
Balance at January 1, 2024

Additions
Reclassification
Disposals
Effects of foreign currency exchange
differences

Balance at December 31, 2024

Accumulated depreciation and
impairment
Balance at January 1, 2024

Reclassification
Depreciation expenses
Disposals
Effects of foreign currency exchange
differences

Balance at December 31, 2024

Carrying amount at December 31,
2024
Land


$ 804,845

47,171
-
-

(351)

$ 851,665

$ -

-
-
-

-


-

$ 851,665
Building and
Construction


$ 779,270

204,610
-
-

24,238

$ 1,008,118

$ 157,165

-
29,660
-

2,787


189,612

$ 818,506
Transportation
Equipment


$ 70,767

16,043
-
(2,091 )

1,867

$ 86,586

$ 37,924

-
10,342
(2,091 )

1,146


47,321

$ 39,265
Food and
Beverage
Equipment
O


$ 369,121

55,441
1,639
(55,258 )

8,152

$ 379,095

$ 212,677

32

56,851
(32,773 )

5,835


242,622

$ 136,473
ffice Equipment


$ 26,523

3,506
(1,734 )
(1,651 )

1,488

$ 28,132

$ 16,585

-
3,329
(1,422 )

900


19,392

$ 8,740
Machinery
Equipment
I


$ 694,445

26,747
34,616
(10,838 )

6,208

$ 751,178

$ 384,653

-
86,263
(9,991 )

4,581


465,506

$ 285,672
Leasehold
mprovements
O

$ 542,835

47,504
121,453
(82,227 )
19,167

$ 648,732

$ 236,501

-
67,546
(37,356 )
8,608

275,299

$ 373,433
ther Equipment
C


$ 116,620

5,017
668
(1,662 )

168

$ 120,811

$ 64,179

-
13,321
(1,626 )

143


76,017

$ 44,794
Unfinished
onstruction and
Equipment
Pending
Acceptance
Total


$ 83,793
$ 3,488,219
352,374
758,413
(115,912 )
40,730
(3,332 )
(157,059 )

3,733

64,670
$ 320,656
$ 4,194,973
$ -
$ 1,109,684
-
32
-
267,312
-
(85,259 )

-

24,000

-

1,315,769
$ 320,656
$ 2,879,204
(Continued)

38


Cost
Balance at January 1, 2023

Additions
Reclassification
Disposals
Effects of foreign currency exchange
differences

Balance at December 31, 2023

Accumulated depreciation and
impairment
Balance at January 1, 2023

Depreciation expenses
Disposals
Effects of foreign currency exchange
differences

Balance at December 31, 2023

Carrying amount at December 31,
2023
Land


$ 411,376

396,258
-
-

(2,789)

$ 804,845

$ -

-
-

-

$ -

$ 804,845
Building and
Construction


$ 654,157

125,977
674
-

(1,538)

$ 779,270

$ 131,226

26,594
-

(655)

$ 157,165

$ 622,105
Transportation
Equipment


$ 51,482

20,640
1,850
(3,090 )

(115)

$ 70,767

$ 33,656

7,402
(3,097 )

(37)

$ 37,924

$ 32,843
Food and
Beverage
Equipment
O


$ 330,417

97,728
140
(58,762 )

(402)

$ 369,121

$ 184,176

52,869
(24,113 )

(255)

$ 212,677

$ 156,444
ffice Equipment


$ 24,841

3,097
36
(1,397 )

(54)

$ 26,523

$ 13,723

3,677
(759 )

(56)

$ 16,585

$ 9,938
Machinery
Equipment


$ 574,650

99,284
24,402
(3,612 )

(279)

$ 694,445

$ 318,144

69,785
(3,097 )

(179)

$ 384,653

$ 309,792
Leasehold
Improvements
O


$ 458,668

129,463
9,526
(53,762 )

(1,060)

$ 542,835

$ 199,116

60,612
(22,721 )

(506)

$ 236,501

$ 306,334
ther Equipment
C


$ 95,426

14,099
7,170
(66 )

(9)

$ 116,620

$ 50,542

13,693
(49 )

(7)

$ 64,179

$ 52,441
Unfinished
onstruction and
Equipment
Pending
Acceptance
Total


$ 39,853
$ 2,640,870
66,296
952,842
(11,926 )
31,872
(9,566 )
(130,255 )

(864)

(7,110)
$ 83,793
$ 3,488,219
$ -
$ 930,583
-
234,632
-
(53,836 )

-

(1,695)
$ -
$ 1,109,684
$ 83,793
$ 2,378,535
(Concluded)

The above items of property, plant and equipment used by the Group are depreciated on a straight-line basis over their estimated useful lives as follows:

Building and construction Plant main building 22-50 years Wastewater treatment equipment 10 years Renovation construction 4-5 years Transportation equipment 1-7 years Office equipment 1-10 years Machinery equipment 1-7 years Leasehold improvements 2-7 years Other equipment 3-15 years

Property, plant and equipment used by the Group and pledged as collateral for bank borrowings are set out in Note 37.

16. LEASE AGREEMENTS

a. Right-of-use assets

Carrying amount
Land

Buildings
Transportation equipment

December31 December31 December31
2024
$ 139,784

1,245,133
106,834

$ 1,491,751
2023




$ 148,175
1,049,923

111,495
$ 1,309,593

39

Addition of right-of-use assets
Buildings

Transportation equipment


Depreciation expenses of right-of-use assets
Land

Buildings
Transportation equipment

For theYear EndedDecember31 For theYear EndedDecember31 For theYear EndedDecember31 For theYear EndedDecember31
2024
$ 667,040

49,469

$ 716,509

$ 8,391

428,260
53,073

$ 489,724
2023










$ 580,431

29,702
$ 610,133
$ 8,392
389,812

51,192
$ 449,396

b. Lease liabilities

Carrying amount
Current

Non-current
December31 December31 December31
2024
$ 444,828

$ 1,134,848
2023


$ 413,789
$ 1,020,093

Range of discount rate for lease liabilities was as follows:

Land
Buildings
Transportation equipment
December31 December31
2024
1.42%
1.25%-4.75%
1.25%-1.75%
2023
1.42%

1.25%-4.75%

1.25%-1.70%
  • c. Material leasing activities and terms

The Group leases certain land and buildings for the use of plants and offices with lease terms of 1 to 20 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms.

The Group recognized lease modification gains of $1,135 thousand and $2,206 thousand for the years ended December 31, 2024 and 2023, respectively, as a result of lease modifications.

40

d. Subleases

The maturity analysis of lease payments receivable under operating subleases was as follows:

Year 1
Year 2
Year 3
Year 4
Year 5
December31 December31 December31
2024
$ 3,503
724
600
550

-
$ 5,377
2023
$ 2,543
2,558
1,669
600

550
$ 7,920

e. Other lease information

Expenses relating to short-term leases

Expenses relating to low-value asset leases

Expenses relating to variable lease payments not included in the
measurement of lease liabilities

Total cash (outflow) for leases
FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31
2024
$ 16,582

$ 1,359

$ 10,709

$ (583,390)
2023






$ 20,616
$ 599
$ 15,467
$ (558,436)

The Group’s leases of certain office equipment qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

All lease commitments (the Group as a lessee) with lease terms commencing after the balance sheet dates are as follows:

Lease commitments
December December 31
2024
$ 208,420
2023
$ 25,134

41

17. OTHER INTANGIBLE ASSETS

Cost

Balance at the beginning of the year
Additions
Disposals
Reclassification
Effect of foreign currency exchange differences
Balance at the end of the year
Accumulated amortization
Balance at the beginning of the year
Amortization expenses
Disposals
Reclassification
Effect of foreign currency exchange differences
Balance at the end of the year
Carrying amount at the end of the year
FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31
2024
$ 42,176
4,439
(851)
(58)

445
$ 46,151

$ 23,619
5,542
(851)
(32)

399
$ 28,677
$ 17,474
2023














$ 35,374
7,056
(237)
-

(17)
$ 42,176
$ 19,213
4,484
(62)
-

(16)
$ 23,619
$ 18,557

Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Computer software 5-10 years

18. PREPAYMENTS

Prepaid rent

Prepaid insurance
Prepayments for goods
Supplies inventory
Others

December December 31
2024
$ 7,089

3,217
89,869
6,725
42,215

$ 149,115
2023




$ 7,843
3,339
75,907
8,189
20,358
$ 115,636

Prepayments for Goods

The Group’s prepayments for goods primarily represent advance payments made in accordance with purchase agreements entered into with domestic and foreign suppliers.

42

19. OTHER ASSETS

Current
Temporary payments

Other financial assets - current (a)
Others


Non-current
Prepayments for equipment (b)

Refundable deposits (c)
December December 31
2024
$ 230

1,861
696

$ 2,787

$ 111,184

$ 177,875
2023








$ 319
1,868

1,241
$ 3,428
$ 79,309
$ 169,234
  • a. Other financial assets - restricted bank deposits

The Group's other financial assets-restricted bank demand deposits are mainly trust lodgments for the issuance of stored value cards and gift certificates, as described in Note 37.

b. Prepayments for equipment

The Group’s prepayments for equipment are advanced payments for the purchase of property, plant and equipment used in the production of products or services.

  • c. Refundable deposits

The refundable deposits are cash pledges provided by the Group under lease agreements to acquire the real estate right-of-use assets in its sales stores.

20. BORROWINGS

  • a. Short-term borrowings
Unsecured borrowings
December December 31
2024
$ 181,963
2023
$ 302,000

As of December 31, 2024 and 2023, the range of weighted average effective interest rates of the bank loans was 1.86%-7.38% and 1.70%-1.865% per annum, respectively. The purpose of these bank loans facilities was for short-term operating turnover and material purchases.

43

b. Long-term borrowings

Secured borrowings
(Note 37)
Hang Seng Bank
Limited
Mortgage
borrowings

TOYOTA FINANCE
Mortgage
borrowings

Mortgage
borrowings

Less: Current portion
Long-term borrowings
Maturity
Date
June 1, 2021 -
June 1, 2031


March 23, 2022 -
April 22, 2027

December 24,
2022 -
December 24,
2027
Significant Terms

The total borrowing amount of
HK$10,600,000 is repayable in 120
equal monthly installments of
principal, starting from June 1, 2021.
Interest is accrued and paid on a
monthly basis.
The total borrowing amount of
US$36,726 is repayable in 60
installments of principal, starting
from March 23, 2022. Interest is
accrued and paid on a monthly basis.
The total borrowing amount of
US$28,326 is repayable in 60
installments of principal, starting
from December 24, 2022. Interest is
accrued and paid on a monthly basis.
Effective
Interest Rate
3.375%

3.9%
1.99%

December 31 December 31 December 31
2024
$ 30,575

571
568

(4,777)

$ 26,937
2023




$ 32,312
703
758

(4,244)
$ 29,529

The bank borrowings are secured by the Group’s freehold land and buildings. Refer to Note 37.

21. NOTES PAYABLE AND ACCOUNTS PAYABLES

Notes payable
Operating

Accounts payables
Operating
December December 31
2024
$ 2,160

$ 261,494
2023


$ 1,522
$ 238,308

a. Notes payable

As of December 31, 2024 and 2023, the Group had no notes payable to banks.

b. Accounts payables

The average credit period for accounts payables ranges from 7 to 30 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

44

22. OTHER LIABILITIES

Current
Other payables
Non-related parties
Payables for salaries or bonuses

Payables for business tax
Payables for service fees
Remuneration payable to employees and directors
Remuneration payable to employees and directors - Subsidiary
Payables for insurance premiums
Payables for pension contributions
Payables for purchases of equipment
Payables for dividends
Others

Related parties (Note 36)
Others


Other liabilities
Financial liabilities

Advance receipts
Temporary receipts
Collections on behalf of others


Non-current
Other liabilities
Guarantee deposits received

PROVISIONS
Non-current
Asset retirement obligation
December December 31
2024
$ 251,805

26,176
5,630
17,000

-
17,018
9,244
50,635
132,990
106,048

616,546
120

$ 616,666

$ 35,199

1,281
2,878
14,144

$ 53,502

$ 55,476

December
2023








$ 251,501
29,033
4,119
15,000
600
16,236
9,752
10,549
132,690

81,857
551,337

280
$ 551,617
$ 36,448
3,151
2,115

14,043
$ 55,757
$ 53,461
31
2024
$ 6,698
2023
$ 7,036

23. PROVISIONS

45

Balance as of January 1, 2024
Additional provisions recognized
Disposals
Effect of foreign currency exchange differences
Balance as of December 31, 2024
Balance as of January 1, 2023
Additional provisions recognized
Disposals
Effect of foreign currency exchange differences
Balance as of December 31, 2023
Asset Retirement
Obligation
Asset Retirement
Obligation








$ 7,036
729
(1,307)

240
$ 6,698
$ 7,627
1,319
(1,900)

(10)
$ 7,036

The Group recognizes an asset retirement obligation related to leased stores, where the lease agreement requires the restoration of the leased asset to its original condition at the start of the lease, with estimated costs to be incurred upon termination of the lease.

24. RETIREMENT BENEFIT PLANS

a. Defined contribution plan

The Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Group makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The Group, including the Company, its subsidiary Bafang Yunji Restaurant Co., Ltd., and Dante Coffee & Foods Co., Ltd., recognized pension expenses under the defined contribution plan of $38,216 thousand and $32,842 thousand for the years ended December 31, 2024 and 2023, respectively.

Employees of the Group’s subsidiary in Hong Kong participate in a government-managed retirement benefit plan. The subsidiary is required to contribute a specified percentage of salary costs to the plan. The Group’s obligation under this government-managed plan is limited to making the required contributions. Total pension expenses recognized amounted to $16,821 thousand and $14,327 thousand for the years ended December 31, 2024 and 2023, respectively.

Bafang Yunji Restaurant Group LLC and Bafang Yunji Foods LLC have not established any retirement benefit plans. In addition, no retirement benefit plans are applicable to Ji Yuan Foods Co., Ltd., Fang Sin International Trading Co., Ltd., Bafang Yunji (Samoa) International Co., Ltd., Bafang Yunji International (USA) Limited, Bafang Yunji Franchise (USA) Co., Bafang Yunji Texas Corporation, Bafang Yunji Foods Texas LLC, and Bafang Co., Ltd., as there were no full-time employees.

46

b. Defined benefit plan

The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contribute amounts equal to 4% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans are as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31 December 31 December 31
2024
$ 11,400
(11,053)
$ 347
2023




$ 12,618

(9,983)
$ 2,635

Movements in net defined benefit liabilities were as follows:

Balance at January 1, 2023
Service costs
Net interest expense (income)
Current service cost
Recognized in profit or loss
Remeasurement
Actuarial gain (loss) - changes in
demographic assumptions
Return on plan assets (excluding amounts
included in net interest)
Actuarial gain - changes in financial
assumptions
Actuarial gain - experience adjustments
Recognized in other comprehensive income
Contribution from the employer
Balance at December 31, 2023
Present Value of
Defined Benefit
Obligation
$ 11,498
187

98

285
-
-
417

418

835

-
$ 12,618
Fair Value of the
Plan Assets
$ (9,252)
(155)

-

(155)
-
(43)
-

-

(43)

(533)
$ (9,983)
Net Defined
Benefit
Liabilities
Net Defined
Benefit
Liabilities


















$ 2,246
32

98

130
-
(43)
417

418

792

(533)
$ 2,635
(Continued)

47

Balance at January 1, 2024
Service costs
Net interest expense (income)
Current service cost
Recognized in profit or loss
Remeasurement
Actuarial gain (loss) - changes in
demographic assumptions
Return on plan assets (excluding amounts
included in net interest)
Actuarial gain - changes in financial
assumptions
Actuarial gain - experience adjustments
Recognized in other comprehensive income
Contribution from the employer
Benefits paid
Balance at December 31, 2024
Present Value of
Defined Benefit
Obligation
$ 12,618
-

173

173
-
-
(750)

(198)

(948)
-

(443)
$ 11,400
Fair Value of the
Plan Assets
$ (9,983)
(141)

-

(141)
-
(850)
-

-

(850)
(522)

443
$ (11,053)
Net Defined
Benefit
Liabilities
Net Defined
Benefit
Liabilities


















$ 2,635
(141)

173

32
-
(850)
(750)

(198)

(1,798)
(522)

-
$ 347

(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

Operating expenses For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 32
2023
$ 130

Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

48

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations are as follows:

Discount rate
Expected rate of salary increase
December31 December31
2024
1.625%
2.75%
2023
1.375%
3%

If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
0.25% increase
0.25% decrease
December 31 December 31 December 31
2024
$ (354)
$ 372
$ 361
$ (346)
2023






$ (417)
$ 438
$ 424
$ (406)

The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year
Average duration of the defined benefit obligation
December31 December31 December31
2024
$ 525
14.2 years
2023
$ 556
13.5 years

25. EQUITY

  • a. Share capital

Ordinary shares

Shares authorized (in thousands of shares)

Shares authorized

Shares issued and fully paid (in thousands of shares)

Shares issued and fully paid
December 31 December 31 December 31
2024
100,000

$ 1,000,000

66,645

$ 666,448
2023







100,000
$ 1,000,000

66,495
$ 664,948

Each issued ordinary share has a par value of $10 and entitles the holder to one vote and the right to receive dividends.

49

Changes in share capital for the years ended December 31, 2024 and 2023 primarily resulted from the exercise of employee share options. A total of 150 thousand and 169 thousand new ordinary shares were issued, increasing share capital by $1,500 thousand and $1,690 thousand, respectively. The related capital increases were duly registered with the competent authority on November 27, 2024, February 21, 2024, December 5, 2023, and May 25, 2023. Refer to Note 30 for details of employee share option exercises during the period.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Issuance of ordinary shares

The difference between the consideration paid and the carrying
amount of the subsidiaries’ net assets during actual acquisition
Employee share-based payment compensation costs
Forfeited employee share options


May only be used to offset a deficit (2)
Gains from the exercise of subscription rights by the Company

May not be used for any purpose
Employee share options

December 31 December 31 December 31
2024
$ 977,557


56
22,735
132

1,000,480

99

-

$ 1,000,579
2023











$ 964,945
-
22,735

132

987,812

99

8,622
$ 996,533
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • 2) Such capital surplus represents the amount transferred from the gains obtained by the Company from the exercise of subscription rights and may only be used to offset a deficit.

  • c. Retained earnings and dividends policy

Under the dividends policy as set forth in the Company’s Articles of Incorporation (the “Articles”), the proposal for profit distribution or offsetting of losses should be made at the end of each six months of the fiscal year. Cash dividends shall be resolved by the board of directors, while stock dividends shall require approval by the shareholders’ meeting.

50

Under the dividends policy as set forth in the Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, and setting aside or reversing a special reserve. However, once the legal reserve has accumulated to the amount of the Company’s paid-in capital, no further allocation is required. Any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. Under the dividends policy as set forth in the Articles, the Company’s board of directors is authorized, with the attendance of at least two-thirds of all directors and the approval of a majority of the directors present, to distribute dividends and bonuses, or all or part of the legal reserve and capital surplus as prescribed under Article 241, Paragraph 1 of the Company Act, in the form of cash. Such distribution shall be reported to the shareholders’ meeting. However, if the distribution is to be made in the form of new shares, it shall be subject to a resolution adopted at the shareholders’ meeting.

The remuneration distribution policy for employees and directors as stipulated in the Company’s Articles of Incorporation is disclosed in Note 27(7), compensation of employees and remuneration of directors.

As the Company is in a growth stage, its dividend policy takes into consideration the stage of business development, profitability, the Company’s medium- and long-term financial and capital planning, as well as the interests of shareholders. Dividends may be distributed in the form of cash or stock, as deemed appropriate. Each year, no less than 20% of distributable earnings shall be allocated for shareholder dividends, of which the cash portion shall not be less than 20% of the total dividends distributed.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

In accordance with applicable laws and regulations, when distributing earnings, the Company is required to appropriate a special reserve from retained earnings for the net deductions under other equity items. If the amount of such deductions decreases in subsequent periods, the corresponding portion of the special reserve may be reversed and transferred back to unappropriated earnings. When a special reserve is appropriated for cumulative net debit balance reserves from prior period, the special reserve is only appropriated from the prior unappropriated earnings.

The appropriation of the quarterly earnings in 2024 and 2023, which were resolved by the Company’s board of directors, were as follows:

Date of board resolution

Legal reserve

Appropriation (reversal) of special reserve

Cash dividends

Cash dividends per share (NT$)
January 1 to
June 30, 2024
August 7, 2024

$ 29,599

$ (1,619)

$ 132,990

$ 2.00

July 1 to
December 31,
2023
March 11, 2024
$ 27,599

$ (187)

$ 332,774

$ 5.00
January 1 to
June 30, 2023
August 10, 2023
$ 27,678
$ (2,441)
$ 132,690
$ 2.00

51

The appropriation of earnings for the second half of 2024, which were proposed by the Company’s board of directors on March 13, 2025, were as follows:

Legal reserve

Appropriation (reversal) of special reserve

Cash dividends

Cash dividends per share (NT$)
July 1 to
December 31,
2024
July 1 to
December 31,
2024



$ 30,695
$ -
$ 400,169
$ 6.00

The above appropriation for cash dividends has been resolved by the Company’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on June 10, 2025.

d. Special reserve

Balance at January 1
Reversals:
Reversal of the debits to other equity items
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 4,247

(2,628)
$ 1,619
2023


$ 31,936
(27,689)
$ 4,247

e. Other equity items

Exchange differences on the translation of the financial statements of foreign operations

Balance at January 1
Exchange differences on the translation of the financial
statements of foreign operations
Income tax related to translation of the financial statements of
foreign operations
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ (1,619)
60,958
(12,191)
$ 47,148
2023


$ (4,247)
3,293

(665)
$ (1,619)

52

f. Non-controlling interests

Balance at January 1

Share in loss for the year
Other comprehensive income during the year
Exchange differences on translating the financial statements of
foreign entities
Acquisition of non-controlling interests in subsidiaries (Note 32)
Changes in ownership interests in subsidiaries
Non-controlling interests arising from cash capital increase by
subsidiaries

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 66,897

(10,918)
7,430

(56)
518
178,573

$ 242,444
2023





$ 82,156
(16,417)
196
962
-

-
$ 66,897
26. REVENUE
Revenue from contracts with customers
Revenue from the sale of goods

Licensing revenue

FortheYear Ended FortheYear Ended FortheYear Ended December31
2024
$ 8,007,002

20,983

$ 8,027,985
2023




$ 7,321,851
18,039
$ 7,339,890

a. Contract information

1) Revenue from the sale of goods

The revenue from sale of goods is derived from the manufacturing and sale of products related to restaurant chains and the sale of food ingredients used by franchisees to manufacture and sell related products. The Group recognizes revenue and accounts receivable at the point when the products are manufactured, sold and the food ingredients delivered to the franchisee's designated location, as the customer has the right to set the price and use the merchandise and has the primary responsibility for the merchandise at the time of resale, and bears the risk of obsolescence of the merchandise. Revenue from merchandise sales is based on contract agreements with fixed prices.

2) Licensing revenue

Licensing revenue represents franchise fees received by the Group from franchisees for the right to access the Group’s intellectual property during the license term.

53

b. Contract balances

Notes receivable and accounts receivables
(Note 11)
December 31,
2024
$ 178,107
December 31,
2023
$ 161,253
January 1,
2023
$ 138,581

c. Disaggregation of revenue

Revenue from the sale of goods
Licensing revenue


Revenue from the sale of goods
Licensing revenue

For For the Year Ended December 31, 2024 December 31, 2024 December 31, 2024
Taiwan Hong Kong

$ 1,403,920

-

$ 1,403,920

theYear Ended
Total


$ 8,007,002
20,983
$ 8,027,985
Taiwan Hong Kong

$ 1,382,629

-

$ 1,382,629
United States
$ 276,732

-

$ 276,732
Total


$ 5,662,490

18,039

$ 5,680,529






$ 7,321,851
18,039
$ 7,339,890

27. NET PROFIT FROM CONTINUING OPERATIONS

  • a. Interest income
Bank deposits
Lease interest receivable
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 14,318

1,339
$ 15,657
2023


$ 27,921

2,263
$ 30,184
  • b. Other income
Rental income
Government grants (Note 31)
Dividends (Note 10)
Others
FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31
2024
$ 10,227
8,328
32

36,349
$ 54,936
2023


$ 6,760
2,250
210

27,827
$ 37,047

54

c. Other gains and losses

Loss on disposal of property, plant and equipment
Gain on financial assets at fair value through profit or loss
Loss on disposal of subsidiaries
Net foreign exchange gains (losses)
Gain on lease modification
Other losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ (9,601)
2,182
-
14,856
1,135

(2,574)
$ 5,998
2023
$ (17,467)
1,492
(8,737)
(211)
2,206

(3,516)
$ (26,233)

d. Financial costs

Interest on bank loans
Interest on lease liabilities
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 6,455

35,064
$ 41,519
2023
$ 3,522

28,367
$ 31,889

The Group did not capitalize any interest for the years ended December 31, 2024 and 2023.

e. Depreciation and amortization

An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating costs

Selling expenses
Administrative expenses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 418,874

338,162

$ 757,036

$ 28

485
5,029

$ 5,542
2023










$ 363,104

320,924
$ 684,028
$ 29
447

4,008
$ 4,484

55

f. Employee benefits expense

Short-term benefits

Post-employment benefits
Defined contribution plan
Defined benefit plans (Note 24)
Share-based payments
Equity-settled (Note 30)

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended For the Year Ended For the Year Ended December 31
2024
$ 1,693,927

55,037
32
1,725

$ 1,750,721

$ 787,401

963,320

$ 1,750,721
2023










$ 1,420,637
47,169
130

4,969
$ 1,472,905
$ 649,361

823,544
$ 1,472,905

g. Compensation of employees and remuneration of directors

According to the Company’s Articles, the Company accrues compensation of employees and remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and the remuneration of directors for the years ended December 31, 2024 and 2023, which were approved by the Company’s board of directors on March 13, 2025 and March 11, 2024, respectively, are as follows:

Accrual rate

Accrual rate
Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
For the Year Ended December 31
2024
2023
1.50%
1.44%
0.70%
0.72%
FortheYear EndedDecember31
2023
2024
Cash
$ 11,600
5,400
2023
Cash
$ 10,000
5,000

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of compensation of employees and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2023 and 2022.

Information on the compensation of employees and remuneration of directors and supervisors resolved by the Company’s board of directors for 2024 and 2023 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

56

28. INCOME TAX RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:

Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior year


Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 161,272

1,733
(465)

162,540

2,970

$ 165,510
2023








$ 127,546
7,357

(2,010)

132,893

7,094
$ 139,987

A reconciliation of accounting profit and income tax expense is as follows:

Profit before tax from continuing operations

Income tax expense calculated based on the pre-tax income at the
applicable tax rate in relevant countries
Income tax effects of adjusting items
Items to be adjusted in determining taxable income
Income tax on unappropriated earnings
Unrecognized loss carryforwards and deductible temporary
differences
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 756,608

$ 152,128

3,041
1,733
9,073
(465)

$ 165,510
2023






$ 677,742
$ 140,665
(17,410)
7,357
11,385

(2,010)
$ 139,987

b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year
Remeasurement of defined benefit plans
Translation of foreign operations
Total income tax recognized in other comprehensive income
FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31 FortheYear EndedDecember31
2024
$ (360)
(12,191)
$ (12,551)
2023
$ 158

(665)
$ (507)

57

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable
Current tax liabilities
Income tax payable
December 31 December 31 December 31
2024
$ 8,344
$ 92,217
2023


$ 3,444
$ 41,357

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2024

Deferred tax assets
Temporary differences
Unrealized inventory write-downs
Allowance for doubtful accounts
Exchange differences on
translating the financial
statements of foreign operations
Unrealized exchange losses
Defined benefit obligations
Others


Deferred tax liabilities
Temporary differences
Undistributed earnings of
subsidiaries

Differences in contributions to
defined contribution plans
Exchange differences on
translating the financial
statements of foreign operations
Unrealized exchange gains
Others

Opening
Balance
$ 1,714

22

443
92
1,000

2,952

$ 6,223

$ (8,958)
(720)

-
(295)

(411)

$ (10,384)
Recognized in
Profit or Loss
$ -

-
-
(92)
-

449

$ 357

$ (3,597)

(98)
-


246

122

$ (3,327)
Recognized in
Other
Compre-
hensive
Income
$ -

-
(443)

-
(360)

-

$ (803)

$ -


-
(11,748)
-

-

$ (11,748)
Closing
Balance






























$ 1,714
22

-
-

640

3,401
$ 5,777
$ (12,555)
(818)
(11,748)
(49)

(289)
$ (25,459)

58

For the year ended December 31, 2023

Deferred tax assets
Temporary differences
Unrealized inventory write-downs
Allowance for doubtful accounts
Exchange differences on
translating the financial
statements of foreign operations
Unrealized exchange losses
Defined benefit plan
Others


Deferred tax liabilities
Temporary differences
Undistributed earnings of
subsidiaries
Payment differences in
contributions to defined
contribution plans
Unrealized exchange gains
Others

Opening
Balance
$ 2,171

71
1,108
1,754
842

1,671

$ 7,617

$ (2,597)
(640)
-

(940)

$ (4,177)
Recognized in
Profit or Loss
$ (457)
(49)
-
(1,662)
-

1,281

$ (887)

$ (6,361)

(80)
(295)

529

$ (6,207)
Recognized in
Other
Compre-
hensive
Income
$ -


-
(665)

-
158

-

$ (507)

$ -


-

-

-

$ -
Closing
Balance


























$ 1,714
22

443
92
1,000

2,952
$ 6,223
$ (8,958)
(720)
(295)

(411)
$ (10,384)

e. Income tax assessments

The income tax returns of the Company and its subsidiaries, Bafang Yunji Restaurant Co., Ltd., Fang Sin International Trading Co., Ltd., and Dante Coffee & Foods Co., Ltd., through 2022, have been assessed by the tax authorities.

29. EARNINGS PER SHARE

Unit: NT$ Per Share

Basic earnings per share
Diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 9.05
$ 9.02
2023


$ 8.35
$ 8.31

59

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net Profit for the Year

Profit for the year attributable to owners of the Company

Earnings used in the computation of diluted earnings per share

Number of Shares
Weighted average number of ordinary shares used in the computation
of basic earnings per share
Effect of potentially dilutive ordinary shares
Compensation of employees
Employee share options
Weighted average number of ordinary shares used in the computation
of diluted earnings per share
For the Year Ended December 31
2024
2023
$ 602,016
$ 554,172
$ 602,016
$ 554,172
Unit: In Thousands of Shares
FortheYear EndedDecember31
2024
2023
66,542
66,374
90
72

84

218

66,716

66,664
For the Year Ended December 31
2024
2023
$ 602,016
$ 554,172
$ 602,016
$ 554,172
Unit: In Thousands of Shares
FortheYear EndedDecember31
2024
2023
66,542
66,374
90
72

84

218

66,716

66,664
For the Year Ended December 31
2024
2023
$ 602,016
$ 554,172
$ 602,016
$ 554,172
Unit: In Thousands of Shares
FortheYear EndedDecember31
2024
2023
66,542
66,374
90
72

84

218

66,716

66,664
2024
66,542
90

84

66,716

The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

30. SHARE-BASED PAYMENT AGREEMENTS

a. Employee share option plan of the Company

Qualified employees of the Company and its subsidiaries were granted 600 options in September 2020. Each option entitles the holder with the right to subscribe for one thousand ordinary shares of the Company. The options granted are valid for 5 years and exercisable at certain percentages after the second anniversary from the grant date. The options were granted at an exercise price equal to the closing price of the Company’s ordinary shares listed on the Taiwan Stock Exchange at the grant date. For any subsequent changes in the Company’s capital surplus, the exercise price is adjusted accordingly.

60

Information on employee share options was as follows:

For the Year Ended December 31
2024
2023
Employee Share Option
Number of
Options (In
Thousands of
Units)
Weighted-
average
Exercise Price
($)
Number of
Options (In
Thousands of
Units)
Weighted-
average
Exercise Price
($)
Balance at January 1
150
$ 25.9
319
$ 26.9
Options exercised

(150)
25.1

(169)
26.3
Balance at December 31

-

150
25.9
Options exercisable, end of the
year

-

-
25.9
Information on outstanding options was as follows:
December 31
2024
2023
Range of exercise price ($)
-
$25.9
Weighted-average remaining contractual life (in years)
-
1.67 years
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2023
Number of
Options (In
Thousands of
Units)
Weighted-
average
Exercise Price
($)
319
$ 26.9

(169)
26.3

150
25.9

-
25.9
December 31
Weighted-
average
Exercise Price
($)


2024
-
-
2023
$25.9
1.67 years

Options granted in September 2020 are priced using the Black-Scholes pricing model, and the inputs to the model are as follows:

Grant-date share price
Exercise price
Expected volatility
Expected life (in years)
Expected dividend yield
Risk-free interest rate
September 2020
NT$124.2
NT$30
19.74-20.76%
3.5/4/4.5 years
5.14%
0.24%/0.27%/0.29%

Compensation costs recognized were $1,725 thousand and $4,969 thousand for the years ended December 31, 2024 and 2023, respectively.

31. GOVERNMENT GRANTS

The Group received government grant from the National Animal Industry Foundation and Workforce Development Agency, and recognized $8,328 thousand in non-operating income and expenses - other income in the consolidated statement of comprehensive income in 2024.

The Group received government grant from the Ministry of Agriculture for the slaughterhouse support program, and recognized $2,250 thousand in non-operating income and expenses - other income in the consolidated statement of comprehensive income in 2023.

61

32. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

  • a. The Group acquired the interest of Ji Yuan Foods Co., Ltd., thereby increasing the ownership from 85% to 100% on December 31, 2024.

The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.

control over these subsidiaries.
Consideration paid
The proportionate share of the carrying amount of the net assets of the subsidiary
transferred to (from) non-controlling interests
Differences recognized from equity transactions
Line items adjusted for equity transactions
Capital surplus - difference between consideration received or paid and the carrying
amount of the subsidiaries’ net assets during actual disposal or acquisition
Ji Yuan Foods
Co.,Ltd.



$ (37,500)

37,556
$ 56
$ 56
  • b. The Group acquired the interest of Dante Coffee & Foods Co., Ltd., thereby increasing the ownership from 85.29% to 100% on August 15, 2023.

The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.

Consideration paid
The proportionate share of the carrying amount of the net assets of the subsidiary
transferred to (from) non-controlling interests
Differences recognized from equity transactions
Line items adjusted for equity transactions
Capital surplus - difference between consideration received or paid and the carrying
amount of the subsidiaries’ net assets during actual disposal or acquisition
Retained earnings
Dante Coffee &
Foods Co., Ltd.
Dante Coffee &
Foods Co., Ltd.





$ -

(962)
$ (962)
$ (191)

(771)
$ (962)

62

33. NON-CASH TRANSACTION

a. Non-cash transaction

In addition to those disclosed in other notes, the Group entered into the following non-cash investing activities which were not reflected in the consolidated statements of cash flows for the years ended December 31, 2024 and 2023:

  • 1) Acquisition of property, plant and equipment
Additions to property, plant and equipment

Add: Equipment payables at the beginning of the period
Decrease in asset retirement obligations
Less: Equipment payables at the end of the period
Increase in asset retirement obligations

Cash paid

Disposal of property, plant and equipment
Proceeds from disposal

Add: Disposal receivables at the beginning of the period
Less: Disposal receivables at the end of the period

Cash received
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 758,413

10,549
1,307
(50,635)
(729)

$ 718,905

$ 62,199

400
(767)

$ 61,832
2023










$ 952,842
23,381
1,900
(10,549)

(1,319)
$ 966,255
$ 58,952
9,401

(400)
$ 67,953
  • 2) The Group reclassified prepayments for equipment to property, plant and equipment of $40,672 thousand and $31,872 thousand in 2024 and 2023, respectively.

  • 3) The Group reclassified right-of-use assets to lease receivables of $6,337 thousand and $24,433 thousand in 2024 and 2023, respectively.

  • b. Changes in liabilities arising from financing activities

For the year ended December 31, 2024

Short-term
borrowings

Long-term
borrowings
Lease liabilities

Guarantee deposits
received

Opening
Balance
$ 302,000
33,773
1,433,882

53,461

$ 1,823,116
Cash Flows
$ (120,037 )

(4,454 )

(554,740 )

2,015

$ (677,216)
Non-cash changes Non-cash changes Non-cash changes Rental
Concessions
$ -

-

-

-

$ -
Closing
Balance
New/
Amended
Leases
$ -

-

617,582

-

$ 617,582
Translation
Adjustments
$ -

2,395

47,888

-

$ 50,283
Interest
Expense
$ -

-

35,064

-

$ 35,064



























$ 181,963

31,714
1,579,676

55,476
$ 1,848,829

63

For the year ended December 31, 2023

Short-term
borrowings

Long-term
borrowings
Lease liabilities

Guarantee deposits
received

Opening
Balance
$ 30,000
38,031
1,447,206

40,111

$ 1,555,348
Cash Flows Non-cash changes Non-cash changes Non-cash changes Rental
Concessions
$ -

-

-

-

$ -
Closing
Balance
New/
Amended
Leases
$ -

-

481,719

-

$ 481,719
Translation
Adjustments
$ -

(28 )

(1,656 )

-

$ (1,684)
Interest
Expense
$ -

-

28,367

-

$ 28,367







$ 272,000

(4,230 )

(521,754 )

13,350

$ (240,634)




















$ 302,000

33,773
1,433,882

53,461
$ 1,823,116

34. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings, other equity and non-controlling interests).

The Group is not subject to any externally imposed capital requirements.

The Group's capital structure is reviewed annually by the Group's key management, which includes consideration of the cost of each type of capital and the related risks. The Group will balance its overall capital structure by paying dividends, issuing new shares, buying back shares and issuing new debt or paying off old debt, as recommended by key management.

35. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The Group’s management considers that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2024

Financial assets at FVTPL
Mutual fund beneficiary
certificates

Structured deposits

Level 1
$ 120,125

-

$ 120,125
Level 2
$ -

130,265

$ 130,265
Level 3
$ -

-

$ -
Total








$ 120,125

130,265
$ 250,390
(Continued)

64

Financial assets at FVTOCI
Investments in equity
instruments
Unlisted shares

December 31, 2023
Financial assets at FVTPL
Mutual fund beneficiary
certificates

Structured deposits


Financial assets at FVTOCI
Investments in equity
instruments
Unlisted shares
Level 1
$ -

Level 1
$ 110,005

-

$ 110,005

$ -
Level 2
$ -

Level 2
$ -

100,236

$ 100,236

$ -
Level3
$ 3,750

Level 3
$ -

-

$ -

$ 3,750
Total
$ 3,750
(Concluded)
Total












$ 110,005

100,236
$ 210,241
$ 3,750

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2024

Balance at January 1, 2024
Balance at December 31, 2024
Unrealized gain and loss for the current year
Financial Assets
at FVTOCI
Financial Assets
at FVTOCI
Equity
Instruments


$ 3,750
$ 3,750
$ -

65

For the year ended December 31, 2023

Balance at January 1, 2023
Balance at December 31, 2023
Unrealized gain and loss for the current year
Financial Assets
at FVTOCI
Financial Assets
at FVTOCI
Equity
Instruments


$ 3,750
$ 3,750
$ -
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial instrument
Structured deposits mandatorily measured at
fair value through profit or loss
Valuation technique and inputs
The fair value is determined based on the present
value of future cash flows, using a discount rate
curve derived from quoted prices in the active
market.
  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair value of unlisted equity instruments is estimated based on an analysis of the investee’s financial position and operating results, recent transaction prices, quoted prices of similar instruments in active markets, and valuation multiples of comparable companies. These estimates are not based on observable market prices or interest rates. Significant unobservable inputs include the liquidity discount. A decrease in the liquidity discount would result in an increase in the fair value of the investment.

  • c. Categories of financial instruments
Financial assets
Financial assets at amortized cost (Note 1)

FVTPL Mandatorily classified as at FVTPL
Financial assets at FVTOCI
Financial liabilities
Amortized cost (Note 2)
December 31 December 31
2024
$ 1,443,606

250,390
3,750
1,184,672
2023
$ 1,694,482
210,241
3,750
1,217,129
  • Note 1: The balances include financial assets at amortized cost, which comprise cash and cash equivalents, accounts receivables, financial assets at amortized cost - current, other receivables, other financial assets - current, and refundable deposits.

  • Note 2: The balances include financial liabilities at amortized cost, which comprise short-term loans, notes payable, accounts payable, other payables, other financial liabilities - current, long-term loans and guarantee deposits received.

66

d. Financial risk management objectives and policies

The Group’s major financial instruments include equity investments, accounts receivables and accounts payables. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, and monitors and manages the financial risks relating to the operations of the Group through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group’s finance department assesses various financial risks through the annual budgeting process and develops financial planning strategies in advance to effectively manage those risks. In addition, financial risks are regularly evaluated and reviewed to ensure timely adjustments to the corresponding risk management measures. When significant risks are identified, the issues and corresponding response plans are reported to management through executive meetings.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see a. below) and interest rates (see b. below).

a) Foreign currency risk

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the year are set out in Note 40.

Sensitivity analysis

The Group is mainly exposed to the USD.

The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The amounts disclosed below represent the estimated increase (decrease) in pre-tax profit resulting from a 1% weakening (strengthening) of the New Taiwan dollar against each relevant currency.

Profit or loss USD Impact USD Impact
For the Year Ended December 31
2024
$ 271
2023
$ 3,037

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates and hold bank deposits. However, because interest rate fluctuations are minimal, the impact of market interest rate changes on the Group’s revenue, operating cash flow, and operations is limited.

67

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31 December 31
2024
$ 381,874

-
820,955
213,677
2023
$ 832,287
-
599,897
335,773

Sensitivity analysis

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the year. For floating rate assets and liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. The rate of change used in reporting interest rates internally to key management of the Group is an increase or decrease in interest rates by 1%, which represents management's assessment of the range of reasonably possible changes in interest rates.

If interest rates had increased or decreased by 1%, with all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2024 and 2023 would have decreased/increased by $6,073 thousand and $2,641 thousand, respectively, which was mainly a result of increasing of variable-rate borrowings.

c) Other price risk

The Group was exposed to equity price risk through its investments in equity instruments. The management of the Group manages risks by holding a diversified portfolio of investments with different risk profiles. In addition, the Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the year.

If equity prices had been 3% higher/lower, pre-tax profit for the years ended December 31, 2024 and 2023 would have increased/decreased by $3,604 thousand and $3,300 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL.

If equity prices had been 3% higher/lower, pre-tax other comprehensive income for the years ended December 31, 2024 and 2023 would have both increased/decreased by $113 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

The Group’s sensitivity to equity prices increased primarily due to the increase in financial assets from equity instrument investments.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the end of the year, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Group, could be equal to the carrying amount of the respective recognized financial assets as stated in the balance sheets.

The Group’s policy is to engage in transactions only with counterparties that have strong credit

68

ratings. When necessary, the Group obtains sufficient collateral to mitigate the risk of financial loss resulting from default. The Group continuously monitors its credit exposure and the creditworthiness of counterparties. Credit risk is managed through the establishment of counterparty credit limits, which are reviewed and approved annually by personnel designated by management. At each balance sheet date, the recoverability of accounts receivables is assessed on an individual basis to ensure that adequate impairment losses are recognized for receivables that are deemed uncollectible. The Group transacts with a large number of unrelated customers and thus, credit risk is not highly concentrated.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Group’s short-, medium- and long-term funding and liquidity management requirements.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2024 and 2023, the Group had available unutilized short-term bank loan facilities set out in (b) Financing facilities below.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.

The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the yield rate at the balance sheet date.

December 31, 2024

Floating interest rate
instrument
Short-term borrowings

Long-term borrowings
Lease liabilities
Non-interest bearing
Notes payable
Accounts payables
Other payables
Guarantee deposits received
Less Than 1
Year
$ 184,404
5,624
486,713
2,160
261,494
616,666

55,476

$ 1,612,537
1-2 Years
$ -

11,048

339,856

-

-

-

-

$ 350,904
2-5 Years
$ -

10,325

462,883

-

-

-

-

$ 473,166
5+Years























$ -

7,741

440,067

-

-

-

-
$ 447,808

69

Further information on the maturity analysis of lease liabilities was as follows:


Lease liabilities
Less than 1
Year


$ 486,713
1-5 Years


$ 802,739
5-10 Years

$ 349,495
10-15 Years

$ 61,621
15-20 Years 15-20 Years




$ 28,951

December 31, 2023

Floating interest rate
instrument
Short-term borrowings

Long-term borrowings
Lease liabilities
Non-interest bearing
Notes payable
Accounts payables
Other payables
Guarantee deposits
received

Less Than 1
Year
$ 302,271
5,315
452,774
1,522
238,308
551,617

53,461

$ 1,605,268
1-2 Years
$ -

10,629

323,454

-

-

-

-

$ 334,083
2-5Years
$ -

10,010

413,148

-

-

-

-

$ 423,158
5+ Years























$ -

12,205

370,732

-

-

-

-
$ 382,937

Further information on the maturity analysis of lease liabilities was as follows:

Lease liabilities
Less than 1
Year
$ 452,774
1-5 Years

$ 736,602
5-10 Years
$ 267,882
10-15 Years
$ 61,484
15-20 Years 15-20 Years
$ 41,366

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the year.

b) Financing facilities

Bank loan facilities which may be extended by mutual
agreement
Amount drawn

Amount undrawn


Bank long-term loan facilities
Amount drawn

Amount undrawn

December 31 December 31 December 31
2024
$ 181,963

1,002,785

$ 1,184,748

$ 31,714

80,000

$ 111,714
2023










$ 302,000

618,000
$ 920,000
$ 33,773

130,000
$ 163,773

70

36. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

  • a. Related party name and category
Related Party Name
Fu Yu Investment Co., Ltd.

Worldway International Group Limited

Meide Eatery

Chengde Eatery

Wuhua Eatery

Taiyuan Eatery

Yutingyuan Enterprise

Taimanhan Diner

Taimanji Diner

Yangyang Eatery

Su, Hsiao-Chi

Lung, Chia-Hui

Vivian Peng

New Taipei City Private Bafang Yunji Social Welfare Charitable
Foundation (hereinafter referred to as Bafang Yunji Foundation)
Related Party Category
Corporate director of the Company
Substantive related party
Substantive related party
Substantive related party (closed
down on June 17, 2024)
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
  • b. Operating revenue
For the Year Ended December 31 For the Year Ended December 31
Line Item Related Party Category/Name 2024 2023
Sales of goods Substantive related party
Others $ 47,840 $ 50,871
Licensing revenue Substantive related party
Others
499

601
$ 48,339 $ 51,472

The sales prices and payment terms for transactions with related parties were comparable to those with third-party customers.

  • c. Manufacturing expenses and operating expenses
For the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
Line Item Related Party Category/Name 2024 2023
Operating expenses Substantive related party
Service fees Others $
3,040
$
3,360
Donation Bafang Yunji Foundation $
-
$
3,000

71

  • d. Receivables from related parties
December 31
Line Item Related Party Category/Name 2024 2023
Accounts receivables Substantive related party
Others $
1,232
$ 1,262
Other receivables Substantive related party
Others $ - $ 242

The outstanding accounts receivables from related parties are unsecured. For the years ended December 31, 2024 and 2023, no impairment losses were recognized for accounts receivables from related parties.

  • e. Payable to related parties
December 31
Line Item Related Party Category/Name 2024 2023
Other payables Substantive related party
Others $
120
$ 280

The outstanding accounts payables to related parties are unsecured.

  • f. Lease arrangements - the Group is lessee
For the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
Related Party Category/Name 2024 2023
Acquisition of right-of-use assets
Substantive related party
Others $ 6,431
$ -
December31
Line Item Related Party Category/Name 2024 2023
Lease liabilities Substantive related party
Others $
3,256
$ -
For the Year Ended December 31
Related Party Category/Name 2024 2023
Interest expense
Substantive related party
Others $ 115
$ 35

72

For the Year Ended December 31, 2024 For the Year Ended December 31, 2024
Related Party
Category/Name
Substantive related party
Others

Others

Others
Leased Asset
Lease Term
2304, Tsuen Wan Industrial
Centre, Hong Kong
January 1, 2024 -
December 31, 2025

2302, Tsuen Wan Industrial
Centre, Hong Kong
January 1, 2024 -
December 31, 2025

15248 Cambridge, Tustin, CA
January 1, 2024 -
December 31, 2024

For the Year Ended December 31, 2023
Rental Terms

Negotiated

Negotiated
Negotiated
Monthly Rent
$ 137
137
133
Related Party
Category/Name
Substantive related party
Others
Others
LeasedAsset
2304, Tsuen Wan Industrial
Centre, Hong Kong

2302, Tsuen Wan Industrial
Centre, Hong Kong
LeaseTerm
January 1, 2022 -
December 31, 2023

January 1, 2022 -
December 31, 2023
Rental Terms

Negotiated

Negotiated
MonthlyRent
$ 129
129
  • g. Lease arrangements - the Group is lessor

Operating lease

The Group leased its assets under an operating lease to the Bafang Yunji Foundation in 2024 and 2023. As of December 31, 2024 and 2023, the total amount of future lease payments to be received was $167 thousand and $224 thousand, respectively.

The amounts of lease income recognized for the years ended December 31, 2024 and 2023 were as follows:

For the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
Line Item Related Party Category/Name 2024 2023
Lease income Substantive related party
Others $
57
$
57
Capital sublease

The Group subleased right-of-use assets to Chengde Eatery and Yutingyuan Enterprise under finance leases. As of December 31, 2024 and 2023, the balance of finance lease receivables was $3,694 thousand and $1,630 thousand, respectively, and no impairment loss was recognized for the years ended December 31, 2024 and 2023.

  • h. Guarantee deposits received
Related Party Category/Name
Substantive related party
Others
December December 31
2024
$ 660
2023
$ 850

73

i. Other income

Related Party Category/Name
Substantive related party
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 74
2023
$ 41

j. Other transactions with related parties

For the Year Ended December For the Year Ended December For the Year Ended December 31
Line Item Related Party Category/Name 2024 2023
Investments accounted for Corporate director of the
using the equity method - Company
acquisition of shares Fu Yu Investment Co., Ltd. $ 37,500 $ -

k. Remuneration of key management personnel

The total remuneration paid to directors and other key management personnel for the years ended 2024 and 2023 were as follows:

Short-term employee benefits

Post-employment benefits
Share-based payments
Equity-settled

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 102,675

1,375
1,006

$ 105,056
2023




$ 91,300
798

2,898
$ 94,996

The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.

37. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for obtaining credit lines from financial institutions, payments to Taipei Agricultural Products Marketing Corporation, and the issuance of stored-value cards. The carrying amounts of the respective accounts were as follows:

Financial assets at amortized cost - current
Bank time deposit

Other financial assets - current
Property, plant and equipment
Building and construction

December December 31
2024
$ 10,000

1,861
113,420

$ 125,281
2023




$ 10,000
1,868

111,733
$ 123,601

74

38. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Group at December 31, 2024 and 2023 were as follows:

As of December 31, 2024 and 2023, the total contract amounts for the construction and acquisition of related plant and equipment were $669,025 thousand and $162,504 thousand, respectively. The amounts paid were $403,877 thousand and $91,751 thousand, respectively.

39. SIGNIFICANT SUBSEQUENT EVENTS

Except as otherwise disclosed in the notes, there were no significant subsequent events for the Group as of March 14, 2025.

40. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

Unit: In Thousands of Each Foreign Currency

December 31, 2024

Financial assets
Monetary items
USD

CNY (RMB)
HKD
December 31, 2023
Financial assets
Monetary items
USD

CNY (RMB)
HKD
Financial liabilities
Monetary items
USD
Foreign
Currency
$ 829

45
1,525
Foreign
Currency
$ 9,920

45
1,806
33
Exchange Rate
32.785 (USD:NTD)

4.478 (CNY:NTD)
4.222 (HKD:NTD)
Exchange Rate
30.705 (USD:NTD)

4.327 (CNY:NTD)
3.929 (HKD:NTD)
30.705 (USD:NTD)
Carrying
Amount
$ 27,122
201
6,317
Carrying
Amount
$ 304,697
195
7,096
1,024

For the years ended December 31, 2024 and 2023, the Group recognized realized and unrealized foreign exchange gains of $14,856 thousand and losses of $211 thousand, respectively.

75

41. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions:

  • 1) Financing provided to others (Table 1)

  • 2) Endorsements/guarantees provided (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 5)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 9) Trading in derivative instruments (Notes 7 and 35)

  • 10) Intercompany relationships and significant intercompany transactions (Table 7)

  • b. Information on investees (Table 8)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 9)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 9):

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year

    • c) The amount of property transactions and the amount of the resultant gains or losses

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes

76

  • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds

  • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services

  • d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 10)

42. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided.

Reportable Segments Brands Operated Taiwan - Bafang Yunji - Liang She-Han Pork Ribs - FJ Veggie - Dante Coffee Hong Kong - Bafang Yunji - Liang She-Han Pork Ribs - Bai Fung Bento - Bafang Noodles & More United States - Bafang Yunji

  • a. Segment revenue and results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:

Revenue from external
customers

Inter-segment revenue

Segment revenue

Eliminations
Consolidated revenue
Segment income

Interest income
Rental income
Gain on disposal of property,
plant and equipment
Net foreign exchange gains
Financial costs
Other gains and losses
Profit before tax (continuing
operations)
For For theYear Ended December31,2024 December31,2024 December31,2024
Taiwan
$ 6,069,522

97,084

$ 6,166,606

$ 673,309
Hong Kong

$ 1,403,920

-

$ 1,403,920

$ 56,844
United States
$ 554,543

-

$ 554,543


$ (8,617)


Total
















$ 8,027,985

97,084
8,125,069

(97,084)
$ 8,027,985
$ 721,536
15,657
10,227
(9,601)
14,856
(41,519)

45,452
$ 756,608

77

Revenue from external
customers
Inter-segment revenue

Segment revenue

Eliminations
Consolidated revenue
Segment income

Interest income
Rental income
Loss on disposal of
property, plant and
equipment
Net foreign exchange
losses
Financial costs
Other gains and losses
Profit before tax (continuing
operations)
For the Year Ended December 31, 2023 For the Year Ended December 31, 2023 For the Year Ended December 31, 2023 For the Year Ended December 31, 2023 For the Year Ended December 31, 2023
Taiwan
$ 5,680,529


98,616

$ 5,779,145

$ 609,723
Hong Kong
$ 1,382,629


-

$ 1,382,629

$ 93,937
China
$ -


-

$ -

$ (1,652)
United States






Total












$ 276,732

-
$ 276,732
$ (33,375)
$ 7,339,890

98,616
7,438,506

(98,616)
$ 7,339,890
$ 668,633
30,184
6,760
(17,467)
(211)
(31,889)

21,732
$ 677,742

The revenues reported above were generated from transactions with external customers. Intersegment sales for the years ended December 31, 2024 and 2023 have been fully eliminated.

Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profit of associates, gains recognized on disposal of interests in former associates, lease income, interest income, gains or losses on disposal of property, plant and equipment, gains or losses on disposal of financial instruments, exchange gains or losses, valuation gains or losses on financial instruments, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

  • b. Total segment assets
Taiwan

Hong Kong
United States

Total segment assets
Unallocated assets

Consolidated total assets
December 31 December 31 December 31
2024
$ 4,250,208

1,177,326
1,289,901

6,717,435
5,777

$ 6,723,212
2023






$ 4,511,027
1,021,181

642,108
6,174,316

6,223
$ 6,180,539

For the purpose of monitoring segment performance and allocating resources between segments:

All assets were allocated to reportable segments other than interests in associates accounted for using the equity method and current and deferred tax assets. Assets used jointly by reportable segments were allocated on the basis of the revenue earned by individual reportable segments.

78

  • c. Revenue from major products and services

The Group is primarily engaged in the manufacturing and sale of products related to restaurant chains and the sale of food ingredients used in the manufacturing and sale of related products by franchisees as a single product category; therefore, information by product category is not required.

  • d. Geographical information

The Group operates in three principal geographical areas - Taiwan, Hong Kong and the United States.

The Group’s revenue from continuing operations from external customers by location of operations and information on its non-current assets by location of assets are detailed below.

Taiwan

Hong Kong
United States

Revenue from External
Customers
2024
2023
$ 6,069,522 $ 5,680,529
1,403,920
1,382,629

554,543

276,732

$ 8,027,985
$ 7,339,890
Revenue from External
Customers
2024
2023
$ 6,069,522 $ 5,680,529
1,403,920
1,382,629

554,543

276,732

$ 8,027,985
$ 7,339,890
Non-Current Assets (Note) Non-Current Assets (Note) Non-Current Assets (Note)
December31
2024
$ 6,069,522
1,403,920

554,543

$ 8,027,985
2024
$ 2,942,169

794,807

986,849

$ 4,723,825
2023











$ 2,864,076

635,355

527,238
$ 4,026,669

Note: Non-current assets exclude deferred tax assets.

  • e. Information on major customers

For the years ended December 31, 2024 and 2023, no revenue from a single customer accounted for 10% or more of the Group’s total revenue.

79

TABLE 1

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Lender Borrower Financial Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance Actual Amount
Borrowed
Interest
Rate (%)
Nature of Financing
(Note 2)
Business
Transaction
Amount
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit
for Each
Borrower
(Note 3)
Aggregate
Financing Limit
(Note 3)
Note
Item Value
0
0
0
0
Bafang Yunji International
Co., Ltd.
Bafang Yunji International
Co., Ltd.
Bafang Yunji International
Co., Ltd.
Bafang Yunji International
Co., Ltd.
Bafang Yunji Restaurant
Co., Ltd.
Bafang Yunji Foods LLC
Bafang Yunji Restaurant
Group LLC
Dante Coffee & Foods Co.,
Ltd.
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties
Yes
Yes
Yes
Yes
$ 200,000
49,253
195,270
50,000
$ 100,000
-
98,355
50,000
$ -
-
-
-
2.0
4.5
4.5
2.0
Short-term financing
needs
Short-term financing
needs
Short-term financing
needs
Short-term financing
needs
$ -
-
-
-
Operating turnover
Operating turnover
Operating turnover
Operating turnover

$ -

-

-

-
-
-
-
-
$ -
-
-
-
$ 714,679
714,679
714,679
714,679
$ 714,679
714,679
714,679
714,679

Note 1: The number column is filled out as follows:

  • a. Fill in 0 for the issuer.

  • b. Each invested company is numbered in sequential order starting from 1.

Note 2: The nature of the loan should be specified as either business-related transactions or necessary for short-term financing purposes.

Note 3: The maximum amount of loans to any individual party is $3,573,396 thousand x 20% of the net worth of the lending company (Bafang Yunji International Co., Ltd.) = $714,679 thousand; the total loan limit is $3,573,396 thousand x 20% of the net worth of the lending company (Bafang Yunji International Co., Ltd.) = $714,679 thousand.

80

TABLE 2

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

No.
(Note 1)

Endorser/Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limit on
Endorsement/
Guarantee
Given on
Behalf of Each
Party
(Note 3)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual Amount
Borrowed
Amount
Endorsed/
Guaranteed By
Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest Financial
Statements (%)

Aggregate
Endorsement/
Guarantee
Limit
(Note 3)
Endorsement/
Guarantee
Given by Parent
on Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries on
Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland China

Note
Name Relationship
(Note 2)
0
0
0
0
Bafang Yunji International Co.,
Ltd.
Bafang Yunji International Co.,
Ltd.
Bafang Yunji International Co.,
Ltd.
Bafang Yunji International Co.,
Ltd.
Dante Coffee & Foods Co., Ltd.
Bafang Yunji Foods LLC
Bafang Yunji Restaurant Group
LLC
Ji Yuan Foods Co., Ltd.
b.
b.
b.
b.
$ 714,679
714,679
714,679
714,679
$ 104,000

49,253

292,905

100,000
$ 80,000

49,178

163,925

100,000
$ -

16,393

93,732

-
$ -

-

-

-
2.24
1.38
4.59
2.80
$ 1,429,358
1,429,358
1,429,358
1,429,358
Y
Y
Y
Y
N
N
N
N
N
N
N
N

Note 1: The number column is filled out as follows:

  • a. Fill in 0 for the issuer.

  • b. Each invested company is numbered in sequential order starting from 1.

Note 2: Relationship with the Company:

  • a. The companies with which it has business relations.

  • b. Subsidiaries in which the company directly holds more than 50% of its total outstanding common stocks.

  • c. Companies in which the total outstanding common stocks held by the parent company and its subsidiaries, calculated on a combined basis, exceed 50%.

  • d. The parent company that directly or indirectly holds more than 50% of the total outstanding common stocks through its subsidiaries.

e. Companies in same type of business and providing mutual endorsements/guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project. f. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.

Note 3: Limit on endorsements/guarantees provided for a single party: Not exceeding 20% of the Company’s net assets as of December 31, 2024: $3,573,396 thousand x 20% = $714,679 thousand. Ceiling on total amount of endorsements/guarantees provided: Not exceeding 40% of the Company’s net assets as of December 31, 2024: $3,573,396 thousand x 40% = $1,429,358 thousand.

81

TABLE 3

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with
the Holding
Company
Financial Statement Account December 31, 2024 December 31, 2024 Note
Number of
Shares
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Bafang Yunji International Co., Ltd.
Fang Sin International Trading Co., Ltd.
Structured deposits
President DSU NTD 100% Capital
Protected Structured Instrument
Mutual fund beneficiary certificates
Fubon Chi-Hsiang Money Market fund
Corporate bonds
First Commercial Bank
Domestic unlisted equity investments
WiXtar Corporation
-
-
-
-
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at amortized cost -
non-current
Financial assets at fair value through other
comprehensive income - non-current
-
7,355,330
-
150,000




$ 130,265
120,125
$ 250,390
$ 9,780
$ 3,750
-
-
-
1.03




$ 130,265

120,125
$ 250,390
$ 9,780
$ 3,750
Domestic corporate
bonds

Note 1: The term “securities” as used in this table refers to stocks, bonds, mutual fund beneficiary certificates, and derivative securities arising from the aforementioned items, as defined under IFRS 9 “Financial Instruments”.

Note 2: For information on investment in subsidiaries, affiliates and joint venture interests, refer to Tables 8 and 9.

82

TABLE 4

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

Company Name Type And Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance
Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying Amount Gain (Loss) on
Disposal
Number of
Shares
Amount
Bafang Yunji International
Co., Ltd.
Mutual fund beneficiary
certificates
Fubon Chi-Hsiang Money
Market fund
Structured deposits
President DSU NTD 100%
Capital Protected
Structured Instrument
Financial assets at fair
value through profit
or loss - current
Financial assets at fair
value through profit
or loss - current
Fubon Asset
Management
Co., Ltd.
President
Securities
Corporation
-
-
6,831,164
-
$ 110,005
Gain of $5
thousand on
valuation of
financial asset
100,236
Gain of $236
thousand on
valuation of
financial asset
43,435,236
-
$ 814,000
680,000
42,911,070
-
$ 804,418
651,615
$ 804,000
650,000
$ 418
1,615
7,355,330
-
$ 120,125
Gain of $125
thousand on
valuation of
financial asset
130,265
Gain of $265
thousand on
valuation of
financial asset

Note 1: Marketable securities in the table refer to stocks, bonds, mutual fund beneficiary certificates and other related derivative securities.

Note 2: Marketable securities adopting the equity method must complete these two columns, others omit them.

Note 3: Marketable securities acquired or disposed of at costs or prices should be separately calculated based on market value to determine if they at least NT$300 million or 20% of the paid-in capital.

Note 4: Paid-in capital refers to the paid-in capital of the parent company. For issuers with no par value or a per-share par value not in NT$10, transactions relating to 20% of paid-in capital are calculated based on 10% of equity attributable to the owners of the parent company as per the balance sheet.

83

TABLE 5

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

Buyer Property Event Date Transaction
Amount
Payment
Status
Counterparty Relationship Information on Previous Title Transfer
If Counterparty Is A Related Party
Information on Previous Title Transfer
If Counterparty Is A Related Party
Information on Previous Title Transfer
If Counterparty Is A Related Party
Information on Previous Title Transfer
If Counterparty Is A Related Party
Pricing
Reference
Purpose of
Acquisition
Other
Terms
Property Owner Relationship Transaction
Date
Amount
Bafang Yunji Foods
Texas LLC
Land and buildings located
in Dallas, Texas
2024/7/9 $ 199,395
(US$ 6,300)
Paid Proton Particle, LLC Non-related party - - - $ - Note For the Group’s
production
and
operational
use
-

Note : Refer to the market price, and real estate appraisal report issued from The Ambrose Group (appraisal price US$6,000 thousands).

84

TABLE 6

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Transaction Abnormal Transactions Abnormal Transactions Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Note
Purchase/Sale Amount % of Total Payment Terms Unit Price Payment Terms Ending Balance % of Total
Bafang Yunji International Co., Ltd.
Bafang Yunji Foods LLC
Bafang Yunji Restaurant Co., Ltd.
Bafang Yunji Restaurant Group LLC
Subsidiary
Sister company
Sales
Sales
$ 565,480
169,587
10.58
100.00
Semi-monthly
settlement
Semi-monthly
settlement
Same as the
transaction price
with regular
customers
Same as the
transaction price
with regular
customers
Same as the credit
terms offered to
regular customers
Same as the credit
terms offered to
regular customers
$ 22,962
10,607
15.57
100.00
Note
Note

Note: The above transactions have been eliminated in the consolidated financial statements.

85

TABLE 7

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

No.
(Note 1)
Investee Company Counterparty Relationship
(Note 2)
Transaction Details Transaction Details
Financial Statement Accounts Amount Payment Terms % of Total Sales
or Assets
(Note 3)
0 Bafang Yunji International Co., Ltd.






Bafang Yunji Restaurant Co., Ltd.





Fang Sin International Trading Co., Ltd.
a.
a.
a.
a.
a.
a.
a.
a.
Sales of goods
Accounts receivables
Advertising expenses
Miscellaneous expenses
Training expenses
Other payables
Purchases of goods
Sales of goods
$ 565,480
22,962
52,635
39,267
12,376
11,468
36,504
12,082
At regular transaction prices

Note 5
Note 5
Note 5
Note 5
At regular transaction prices
At regular transaction prices
7
-
1
-
-
-
-
-
1 Fang Sin International Trading Co., Ltd.
Bafang Yunji International Company Limited
Bafang Yunji Foods LLC
c.
c.
Sales of goods
Sales of goods
82,810
14,274

1
-
2 Bafang Yunji Foods LLC Bafang Yunji Restaurant Group LLC c. Sales of goods 169,587 2

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

a. Parent company is “0”.

  • b. The subsidiaries are numbered in order starting from “1”.

  • Note 2: Relationship between transaction company and counterparty is classified into the following Three categories; fill in the number of category each case belongs to (if transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction):

  • a. Parent company to subsidiary.

  • b. Subsidiary to parent company.

  • c. Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount during the year to consolidated total operating revenues for income statement accounts.

  • Note 4: The Company may determine discretionally whether to have the material transactions in the Exhibit illustrated according to its materiality.

Note 5: The intercompany transactions, prices and terms are determined in accordance with mutual agreements and no other similar transactions could be used for comparison.

86

TABLE 8

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2024 December 31, 2024 Net Income (Loss)
of the Investee
Share of Profit
(Loss)
Note
December 31, 2024 December 31, 2023 Number of Shares % Carrying Amount
Bafang Yunji International Co., Ltd.
Bafang Yunji (Samoa) International Co., Ltd.
Bafang Yunji International Company Limited
Jiashide Limited
Bafang Yunji International (USA) Limited
Bafang Yunji Texas Corporation
Bafang Yunji (Samoa) International Co., Ltd.
Bafang Yunji Restaurant Co., Ltd.
Fang Sin International Trading Co., Ltd.
Bafang Co., Ltd.
Bafang Yunji International (USA) Limited
Bafang Yunji International Company Limited
Dante Coffee & Foods Co., Ltd.
Ji Yuan Foods Co., Ltd.
Bafang Yunji Restaurant Group Limited
Hsin Chiao International Co. Limited
Long Success (HK) Industrial Limited
Rich Grade Limited
Wise Success Enterprise Limited
Jiashide Limited
Heng Yue Feng Trading (Shenzhen) Co., Ltd.
Bafang Yunji Foods LLC
Bafang Yunji Restaurant Group LLC
Bafang Yunji Franchise (USA) Co.
Bafang Yunji Texas Corporation
Bafang Yunji Foods Texas LLC
Samoa
Taiwan
Taiwan
Japan
United States
Hong Kong
Taiwan
Taiwan
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Mainland China
United States
United States
United States
United States
United States
Investment management
Food and beverage services
Food trading
Food processing and food and beverage services
Investment management
Food processing and food and beverage services
Food and beverage services
Livestock products manufacturing and sales
Investment management
Transportation
Food and beverage services
Food and beverage services
Transportation
Investment management
Food trading
Food processing
Food and beverage services
Franchising
Investment management
Food processing
$ 50,055
(US$ 1,833,048 )
150,727
40,000
81,621
(JPY 300,000,000 )
450,951
(US$ 14,380,000 )
476,538
(HK$ 119,617,830 )
20,000
250,000
397,549
(US$ 12,940,438 )
-
(HK$ 1 )
-
(HK$ 1 )
-
(HK$ 1 )
-
(HK$ 1 )
6,891
(RMB
1,500,000 )
6,891
(RMB
1,500,000 )
97,050
(US$ 3,180,000 )
84,205
(US$ 2,700,000 )
16,140
(US$ 500,000 )
231,732
(US$ 7,200,000 )
385,080
(US$ 12,000,000 )
$ 50,055
(US$ 1,833,048 )

150,727

40,000
81,621
(JPY 300,000,000 )
150,947
(US$ 4,980,000 )
476,538
(HK$ 119,617,830 )

20,000

-
397,549
(US$ 12,940,438 )
-
(HK$ 1 )
-
(HK$ 1 )
-
(HK$ 1 )
-
(HK$ 1 )
6,891
(RMB
1,500,000 )
6,891
(RMB
1,500,000 )
76,454
(US$ 2,547,750 )
64,008
(US$ 2,073,750 )
-
(US$ - )
-
(US$ - )
-
(US$ - )
1,833,048

15,000,000

4,000,000
30,000
2,876
17,500,000

2,000,000

25,000,000
5,250,000
1
1
1
1
10,000
-
-
-
500,000
7,200,000
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
60
60
100
60
100
$ 26,957
(US$ 822,239 )
159,497
47,171
48,916
(JPY 233,043,384 )
395,002
(US$ 12,048,258 )
693,919
(HK$ 164,357,879 )
7,039
250,373
16,474
(US$ 502,493 )
49,231
(HK$ 11,660,556 )
101,891
(HK$ 24,133,272 )
11,219
(HK$ 2,657,185 )
413
(HK$ 97,909 )
-
-
43,759
(US$ 1,334,695 )
84,595
(US$ 2,580,289 )
15,648
(US$ 477,293 )
235,314
(US$ 7,177,482 )
392,483
(US$ 11,971,417 )
$ 51
(US$ 1,592 )

(13,240 )

4,839
(901 )
(JPY
4,246,366 )
(20,326 )
(US$ 632,972 )
39,158
(HK$ 9,516,019 )

(5,441 )

373
(105 )
(US$ 3,262 )
7,320
(HK$ 1,778,897 )
(1,218 )
(HK$ 296,058 )
(878 )
(HK$ 213,080 )
(39 )
(HK$ 9,508 )

-

-
(32,257 )
(US$ 1,004,500 )
5,875
(US$ 182,970 )
(729 )
(US$ 22,707 )
(1,205 )
(US$ 37,530 )
(918 )
(US$ 28,583 )
$ 51
(US$ 1,592 )

(13,240 )

4,839
(901 )
(JPY
4,246,366 )
(20,326 )
(US$ 632,972 )
39,158
(HK$ 9,516,019 )

(5,441 )

326
(105 )
(US$ 3,262 )
7,320
(HK$ 1,778,897 )
(1,218 )
(HK$ 296,058 )
(878 )
(HK$ 213,080 )
(39 )
(HK$ 9,508 )

-

-
(19,304 )
(US$ 601,154 )
3,405
(US$ 106,039 )
(729 )
(US$ 22,707 )
(723 )
(US$ 22,518 )
(918 )
(US$ 28,583 )
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Notes 1 and 2
Note 1
Note 1
Note 1
Note 1
Note 1

Note 1: The above investment income or loss of the investee for 2024 was recognized based on the investee’s financial statements for the same period audited by CPAs.

Note 2: Refer to Table 9 for the information on investees in Mainland China.

87

TABLE 9

BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES

INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)

  1. The name of the investees in Mainland China, main business, paid-in capital, investment methods, capital outward and inward remittances, shareholding, investment income and losses, investment book value, repatriated investment income and loss.
Investee Company Main Businesses and
Products
Paid-in Capital Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2024
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2024

Net Income (Loss)
of the Investee
% Ownership of
Direct or
Indirect
Investment

Investment
Gain (Loss)
(Note 2b.2))
Carrying
Amount as of
December 31, 2024

Accumulated
Repatriation of
Investment Income
as of December 31,
2024


Note
Outward Inward
Heng Yue Feng Trading
(Shenzhen) Co., Ltd.
Food trading $ 6,891 b. $ 6,891
(RMB 1,500,000)
$ - $ - $ 6,891
(RMB 1,500,000)
$ -
(RMB
-)
100 $ -
(RMB
-)
$ -
(RMB
-)
$ -
  1. Investment quota for Mainland China
Accumulated Outward Remittance for Investment in
Mainland China as of December31,2024
Investment Amounts Authorized by the Investment
Commission,MOEA
Upper Limit on the Amount of Investment Stipulated
by theInvestment Commission,MOEA(Note 3)
$502,428 (US$16,341,534) $502,428 (US$16,341,534) $2,289,504
  • Note 1: The investment methods can be divided into the following three types, and just indicate as such.

  • a. Invest in mainland China directly.

  • b. Invest in Mainland China through companies in third regions. (Please specify the investment company of the third region). c. Other methods.

Note 2: In the column of investment income or loss recognized in the current period.

  • a. If the investment is under preparation and there is no investment income or loss, it should be noted.

  • b. The basis for recognizing investment income or losses is divided into the following three categories, which should be specified.

  • 1) The financial statements have been audited by an international CPA firm with which CPA firms in the ROC. has a cooperative relationship.

  • 2) The financial statements have been audited by the attesting CPA of the parent company in Taiwan.

  • 3) Others: Unaudited financial statements.

Note 3: In accordance with the “Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China” of the Investment Commission dated 2008.8.29, the higher of 60% of the net worth of the investor company or the consolidated net worth shall be the limit.

Note 4: Including the deregistration of Zhejiang Fuyu Foods Co., Ltd. in July 2020, Xiamen Fuyu Bafang Equity Investment Co., Ltd. in February 2021, and Zhejiang Fuyu Foods Co., Ltd. and Zhejiang Fuyu Restaurant & Management Co., Ltd. in March 2021, and Shanghai Dante Coffee Co., Ltd was deregistered in September 2022, Fujian Bafang Yunji Foods Co., Ltd. was deregistered in September 2022, and Fujian Bafang Yunji Restaurant & Management Co., Ltd. was deregistered in October 2023, the accumulated investment amount of $472,503 thousand remitted from Taiwan was not repatriated back.

  1. Significant transactions with investees in Mainland China directly or indirectly through third-region businesses: None.

  2. Endorsement, guarantee or provision of collaterals provided to investees in Mainland China directly or indirectly through third-region businesses: None.

For financial accommodation provided to investees in Mainland China directly or indirectly through third-region businesses: None.

Other transactions that have a significant effect on the current profit or loss or financial position: None.

88

TABLE 10

BAFANG YUNJI INTERNATIONAL CO., LTD.

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2024

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Fu Yu Investment Co., Ltd.
Lin, Chia-Yu
Su, Suh-Hsing
11,139,966
5,125,963
4,572,784
16.71
7.69
6.86

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

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