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CHELIC — Audit Report / Information 2026
May 12, 2026
52405_rns_2026-05-12_d6c37c36-f23a-4eb8-b19a-79779651f9d8.pdf
Audit Report / Information
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Stock Code:4555
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Financial Statements and Independent Auditors' Review Report
2025 and 2024
(For the convenience of readers and for information purpose only, the auditors' report and accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.)
Address: No. 21, Guifeng St., Taishan Dist., New Taipei, Taiwan
TEL:(02)29041235
§TABLE OF CONTENTS§
| Item | Page | No. of notes to financial statements | |
|---|---|---|---|
| I. | Cover Page | 1 | - |
| II. | Table of Contents | 2 | - |
| III. | Statement of Consolidated Financial Reports of Affiliated Enterprises | 3 | - |
| IV. | Independent Auditors' Review Report | 4~8 | - |
| V. | Consolidated Balance Sheets | 9 | - |
| VI. | Consolidated Statements of Comprehensive Income | 10~11 | - |
| VII. | Consolidated Statements of Changes in Equity | 12 | - |
| VIII. | Consolidated Statements of Cash Flows | 13~15 | - |
| IX. | Notes to the Consolidated Financial Statements | ||
| (I) Company History | 16 | 1 | |
| (II) Approval Date and Procedures of the Financial Statements | 16 | 2 | |
| (III) Application of New, Revised, and Amended Standards and Interpretations | 16~19 | 3 | |
| (IV) Summary of Significant Accounting Policies | 19~32 | 4 | |
| (V) Main Source of Significant Accounting Judgment, Estimation, and Assumption Uncertainties | 32 | 5 | |
| (VI) Descriptions of Material Accounting Items | 32~76 | 6-29 | |
| (VII) Related Party Transactions | 76~79 | 30 | |
| (VIII) Pledged and Mortgaged Assets | 80 | 31 | |
| (IX) Significant Contingent Liabilities and Unrecognized Contract Commitments | 80 | 32 | |
| (X) Significant Disaster Loss | - | - | |
| (XI) Significant Subsequent Events | 80 | 33 | |
| (XII) Others | 80 | 34 | |
| (XIII) Supplementary Disclosure | |||
| 1. Information on significant transactions | 81~82、84~91 | 35 | |
| 2. Information on reinvestment | 82、92 | 35 | |
| 3. Information on investment in mainland China | 82、93~95 | 35 | |
| 4. The situation where a subsidiary holds shares in a parent company | 82 | 35 | |
| (XIV) Department Information | 83 | 36 |
Statement of Consolidated Financial Reports of Affiliated Enterprises
In2025(fromJanuary 1, 2025toDecember31,2025), the companies that The Company should include in the preparation of the Consolidated Financial Statements of Related Parties under the "Regulations Governing the Preparation of Consolidated Business Reports, Consolidated Financial Statements, and Consolidated Reports of Affiliated Enterprises," and those to be included in the consolidated financial statements of the parent and Subsidiary under IFRS 10, are the same. Moreover, the relevant information required to be disclosed in the Consolidated Financial Statements of Related Parties has already been disclosed in the aforementioned consolidated financial statements of the parent and Subsidiary; therefore, there is no separate preparation of the Consolidated Financial Statements of Related Parties.
Sincerely,
Name: TAIWAN CHELIC CO., LTD.
Person in Charge: YU, PING-CHENG
March4,2026
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Independent Auditors' Review Report
To TAIWAN CHELIC CO., LTD.:
Audit Opinion
We have audited the accompanying consolidated balance sheets of TAIWAN CHELIC CO., LTD. and its subsidiaries (collectively, the "Chelic Group") as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years from January 1 to December 31, 2025 and 2024, and the related notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Chelic Group as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years from January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), Interpretations, and Interpretations of IFRSs as endorsed and issued into effect by the Financial Supervisory Commission.
Basis for Audit Opinion
We conducted our audits in accordance with the CPA Auditing Certification Rules and auditing standards. The responsibilities of the CPA under these standards are further explained in the section on the CPA's responsibilities for the audit of the consolidated financial statements. The personnel of the firm to which the CPA is affiliated, who are subject to independence requirements, have maintained independence from the Chelic Group in accordance with the Code of Ethics for Professional Accountants and have fulfilled other responsibilities under the code. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
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Key Audit Matters
Key Audit Matters are those matters that, in the our professional judgment, were of most significance in the audit of the Group's consolidated financial statements for the year 2025. These matters were addressed in the context of the audit of the consolidated financial statements as a whole and in forming the audit opinion, and we do not provide a separate opinion on these matters.
Key Audit Matters are stated as follows for the Group's consolidated financial statements for the year 2025:
Key Audit Matters
The group's many customers primarily consume "pneumatic components" as its main products. Due to market competition and the need to meet the expectations of shareholders and external investors, there is anticipated pressure on management to achieve the projected net revenue targets. We, as the CPAs, believe that for those sales recipients within the group with relatively higher sales amounts and whose individual revenue changes are better than the overall average change, the authenticity of their sales will have a significant impact on the financial statements. Therefore, this has been identified as a Key Audit Matter. For the accounting policy on the recognition of related revenue, refer to Note 4(11) of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS; for notes related to Net revenue, please refer to Note 23 of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
The audit procedures of the CPA included:
- Understand and test the design and operating effectiveness of the internal control systems related to the occurrence of the sales of the aforementioned customers.
- Select appropriate samples from the sales details of the aforementioned customers to examine original orders, external supporting documents, and collection status to verify the authenticity of the sales transactions.
Other Matters
TAIWAN CHELIC CO., LTD. has prepared the individual financial statements for the Years Ended December 31, 2024, and we have issued an unqualified audit report thereon for reference.
Responsibilities of Management and the Governance Unit for the Consolidated Financial Statements
Management's responsibility is 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 with the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretative announcements endorsed and issued into effect by the Financial Supervisory Commission, as well as for maintaining necessary internal control related to the preparation of consolidated financial statements to ensure that they are free from material misstatement, whether due to fraud or error.
When preparing the consolidated financial statements, management's responsibility also includes assessing the ability of the AirTAC Group 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 AirTAC Group or to cease operations, or has no realistic alternative but to do so.
The governance unit of the Group (including the Audit Committee) is responsible for overseeing the financial reporting process.
The responsibilities of the CPA for the audit of the consolidated financial statements.
The purpose of the CPA in auditing the consolidated financial statements is 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 audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards does not guarantee that a material misstatement in the consolidated financial statements will be detected. Misstatements may arise from fraud or error. If a misstatement's individual amount or aggregate can reasonably be expected to influence the economic decisions of users of the consolidated financial statements, it is considered material.
In conducting the audit in accordance with auditing standards, we exercised professional judgment and maintained professional skepticism. We also performed the following tasks:
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Identify and assess the risks of material misstatement of the consolidated financial statements due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for the audit opinion. Due to fraud potentially involving collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that from error.
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Obtain an understanding of internal control relevant to the audit in order to design appropriate audit procedures for the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures.
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Based on the audit evidence obtained, draw a conclusion on the appropriateness of management's use of the going concern basis of accounting and whether there is a material uncertainty regarding events or conditions that may cast significant doubt on the AirTAC Group's ability to continue as a going concern. If the CPA believes that such events or conditions create significant uncertainty, they must draw attention to the relevant disclosures in the consolidated financial statements in the audit report, or modify the audit opinion if such disclosures are inadequate. The CPA's conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the AirTAC Group to be unable to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the relevant notes, and whether the consolidated financial statements fairly represent the related transactions and events.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. The CPA is responsible for directing, supervising, and executing the audit of the group, and for forming the group audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence under The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicate to 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 determined those matters that were of most significance in the audit of the Group's consolidated financial statements for the year 2025 and are therefore the key audit matters. We describe these matters in the audit report unless law or regulation precludes public disclosure or, in extremely rare circumstances, we
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determines that a specific matter should not be communicated in the report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits.
Deloitte & Touche Taiwan
CPA: Li-Wei Liu
CPA: Cheng-Chuan Yu
Approval Document No. by theFinancial SupervisoryCommission
Jin-Guan-Cheng-Shen-Zi No. 1110348898
Approval Document No. by theSecurities and FuturesCommission
Taiwan-Financial-Securities-Sixth No.0930128050
March26, 2026
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 690,643 | 15 | $ 827,224 | 19 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 450 | - | - | - |
| 1136 | Financial assets at amortized cost - current (Notes 4 and 9) | 152,864 | 3 | - | - |
| 1150 | Notes receivable (Notes 4, 10, and 23) | 76,049 | 2 | 47,890 | 1 |
| 1160 | Notes receivable from related parties (Notes 4, 10, 23, and 30) | - | - | 2,239 | - |
| 1170 | Accounts receivable (Notes 4, 10, and 23) | 380,423 | 8 | 308,134 | 7 |
| 1180 | Accounts receivable from related parties (Notes 4, 10, 23, and 30) | 10,618 | - | 34,594 | 1 |
| 1200 | Other receivables (Notes 4 and 10) | 2,045 | - | 1,299 | - |
| 1220 | Current tax assets (Notes 4 and 25) | 8,175 | - | 9,624 | - |
| 130X | Inventories (Notes 4 and 11) | 881,693 | 20 | 844,405 | 19 |
| 1479 | Other current assets (Notes 16 and 30) | 69,186 | 2 | 66,120 | 2 |
| 11XX | Total current assets | 2,272,146 | 50 | 2,141,529 | 49 |
| NON-CURRENT ASSETS | |||||
| 1517 | Financial assets at FVTOCI - non-current (Notes 4 and 8) | 51,552 | 1 | 38,658 | 1 |
| 1600 | Property, plant and equipment (Notes 4, 13, and 31) | 1,969,775 | 44 | 2,008,499 | 46 |
| 1755 | Right-of-use assets (Notes 4, 14, and 31) | 142,634 | 3 | 147,997 | 3 |
| 1821 | Intangible assets (Notes Four and 15) | 10,691 | - | 9,434 | - |
| 1840 | Deferred income tax assets (Notes 4 and 25) | 43,442 | 1 | 41,866 | 1 |
| 1990 | Other non-current assets (Notes 4 and 16) | 18,525 | 1 | 13,546 | - |
| 15XX | Total non-current assets | 2,236,619 | 50 | 2,260,000 | 51 |
| 1XXX | Total assets | $ 4,508,765 | 100 | $ 4,401,529 | 100 |
| Code | Liabilities and equity | ||||
| CURRENT LIABILITIES | |||||
| 2100 | Short-term loans (Note 17) | $ 217,440 | 5 | $ 269,560 | 6 |
| 2130 | Contract liabilities - current (Notes 4 and 23) | 13,909 | - | 12,129 | - |
| 2150 | Notes payable (Note 19) | - | - | 218 | - |
| 2170 | Accounts payable (Note 19) | 168,572 | 4 | 136,010 | 3 |
| 2219 | Other payables (Note 20) | 121,875 | 3 | 112,832 | 3 |
| 2220 | Other payables to related parties (Note 30) | 443 | - | 356 | - |
| 2230 | Income tax payable (Notes 4 and 25) | 2,492 | - | 3,263 | - |
| 2280 | Lease liabilities - current (Notes 4 and 14) | 8,450 | - | 6,490 | - |
| 2321 | Bonds payable - current portion (Notes 4, 18, and 31) due within one year | - | - | 556,139 | 13 |
| 2322 | Long-term borrowings due within one year (Notes 17 and 31) | 51,439 | 1 | 59,831 | 1 |
| 2399 | Other current liabilities (Notes 20 and 30) | 8,700 | - | 1,556 | - |
| 21XX | Total current liabilities | 593,320 | 13 | 1,158,384 | 26 |
| NON-CURRENT LIABILITIES | |||||
| 2530 | Bonds payable (Notes Four, 18, and 31) | 474,789 | 11 | - | - |
| 2540 | Long-term borrowings (Notes 17 and 31) | 476,593 | 11 | 309,476 | 7 |
| 2570 | Deferred income tax liabilities (Notes 4 and 25) | - | - | 746 | - |
| 2580 | Lease liabilities - non-current (Notes 4 and 14) | 11,926 | - | 15,439 | 1 |
| 2670 | Other non-current liabilities (Note 20) | 587 | - | 584 | - |
| 25XX | Total non-current liabilities | 963,895 | 22 | 326,245 | 8 |
| 2XXX | Total liabilities | 1,557,215 | 35 | 1,484,629 | 34 |
| EQUITY ATTRIBUTABLE TO THE OWNERS OF THE COMPANY (Note 22) | |||||
| Share capital | |||||
| 3110 | Capital stock | 699,876 | 16 | 699,840 | 16 |
| 3200 | Capital surplus | 735,215 | 16 | 729,041 | 16 |
| Retained earnings | |||||
| 3310 | Legal reserve | 314,038 | 7 | 314,038 | 7 |
| 3320 | Special reserve | 104,621 | 2 | 190,924 | 5 |
| 3350 | Unappropriated retained earnings | 1,075,164 | 24 | 975,298 | 22 |
| 3300 | Total retained earnings | 1,493,823 | 33 | 1,480,260 | 34 |
| 3400 | Other equity interest | ( 65,374 ) | ( 1 ) | ( 86,376 ) | ( 2 ) |
| 3500 | Treasury stock | ( 22,333 ) | ( 1 ) | - | - |
| 31XX | Total equity attributed to the owners of the parent company | 2,841,207 | 63 | 2,822,765 | 64 |
| 36XX | Non-controlling Interests (Notes 12 and 22) | 110,343 | 2 | 94,135 | 2 |
| 3XXX | Total equity | 2,951,550 | 65 | 2,916,900 | 66 |
| Total liabilities and equity | $ 4,508,765 | 100 | $ 4,401,529 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman:YU, PING-CHENG
Executive officers:YU, PING-CHENG
Accounting Supervisor:SU, CHIH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2025 and 2024
Unit: NT$1000, except earnings (losses) per share, which is expressed in NT$1
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | NET REVENUE (Notes 4, 23, and 30) | ||||
| Sales | $ 1,602,951 | 100 | $ 1,491,488 | 100 | |
| COST OF REVENUE (Notes 11, 24, and 30) | |||||
| 5110 | Cost of sales | ( 1,107,590 ) | ( 69 ) | ( 1,102,797 ) | ( 74 ) |
| 5900 | GROSS PROFIT | 495,361 | 31 | 388,691 | 26 |
| 6100 | OPERATING EXPENSES (Note 24) | ||||
| Selling expenses | ( 163,460 ) | ( 10 ) | ( 162,101 ) | ( 11 ) | |
| 6200 | Administrative expenses | ( 174,024 ) | ( 11 ) | ( 152,634 ) | ( 10 ) |
| 6300 | Research and development expenses | ( 109,276 ) | ( 7 ) | ( 109,247 ) | ( 7 ) |
| 6450 | Gain on reversal of expected credit losses (Impairment) (Notes 4 and 10) | 614 | - | ( 5,781 ) | ( 1 ) |
| 6000 | Total operating expenses | ( 446,146 ) | ( 28 ) | ( 429,763 ) | ( 29 ) |
| 6900 | INCOME FROM OPERATIONS (loss) | 49,215 | 3 | ( 41,072 ) | ( 3 ) |
| 7100 | NON-OPERATING INCOME AND EXPENSES (Notes 4 and 24) | ||||
| Interest revenue | 6,630 | - | 6,438 | 1 | |
| 7010 | Other income | 13,496 | 1 | 14,383 | 1 |
| 7020 | Other gains and losses | ( 2,074 ) | - | 12,565 | 1 |
| 7050 | FINANCE COSTS | ( 30,472 ) | ( 2 ) | ( 29,612 ) | ( 2 ) |
| 7000 | Total non-operating income and expenses | ( 12,420 ) | ( 1 ) | 3,774 | 1 |
| 7900 | PROFIT (LOSS) BEFORE INCOME TAX | 36,795 | 2 | ( 37,298 ) | ( 2 ) |
| 7950 | INCOME TAX EXPENSE (Notes 4 and 25) | ( 7,977 ) | - | ( 13,445 ) | ( 1 ) |
| 8200 | NET INCOME (LOSS) FOR THE YEAR | 28,818 | 2 | ( 50,743 ) | ( 3 ) |
(Continued)
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22, and 25) | |||||
| 8310 | Items not reclassified to income: | ||||
| 8316 | Unrealized gain/ (loss) on investments in equity instruments at FVTOCI | 11,252 | 1 | 15,874 | 1 |
| Items that may be reclassified subsequently to income: | |||||
| 8361 | Exchange differences from the translation of financial statements of foreign operations | 13,140 | - | 91,103 | 6 |
| 8399 | Income tax related to items that may be reclassified to profit or loss | (2,437) | - | (17,607) | (1) |
| 8360 | 10,703 | - | 73,496 | 5 | |
| 8300 | Other comprehensive income, net of income tax for the year | 21,955 | 1 | 89,370 | 6 |
| 8500 | TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $50,773 | 3 | $38,627 | 3 |
| 8600 | Net income (loss) attributable to: | ||||
| 8610 | The Company | $13,563 | 1 | ($59,908) | (4) |
| 8620 | Non-controlling interest | 15,255 | 1 | 9,165 | 1 |
| $28,818 | 2 | ($50,743) | (3) | ||
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | |||||
| 8710 | The Company | $34,565 | 2 | $26,395 | 2 |
| 8720 | Non-controlling interest | 16,208 | 1 | 12,232 | 1 |
| 8700 | $50,773 | 3 | $38,627 | 3 | |
| EARNINGS (LOSS) PER SHARE (Note 26) | |||||
| From continuing operations | |||||
| 9710 | Basic | $0.19 | ($0.86) | ||
| 9810 | Diluted | $0.19 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: YU, PING-CHENG
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHIH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Statements of Changes in Equity
Years Ended December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Equity attributable to the owners of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Unrealized Gain (Loss) on Financial Assets at FVTOC | Exchange differences from the translation of financial statements of foreign operations | Treasury stock | Non-controlling interest | Total equity | ||
| A1 | Balance as of January 1, 2024 | $ 693,132 | $ 733,519 | $ 314,038 | $ 155,050 | $ 1,071,080 | ($ 293) | ($ 172,386) | $ - | $ 87,307 | $ 2,881,447 |
| Appropriation of earnings for the year 2023 (Note 22) | |||||||||||
| B3 | Special reserve | - | - | - | 35,874 | ( 35,874 ) | - | - | - | - | - |
| O1 | Cash dividends to subsidiary shareholders | - | - | - | - | - | - | - | - | ( 5,452 ) | ( 5,452 ) |
| O1 | Increase in non-controlling interests (Note 22) | - | - | - | - | - | - | - | - | 48 | 48 |
| T1 | Capital surplus distributed as cash dividends to shareholders | - | ( 34,830 ) | - | - | - | - | - | - | - | ( 34,830 ) |
| I1 | Convertible bonds conversion (Notes 18 and 22) | 6,708 | 30,352 | - | - | - | - | - | - | - | 37,060 |
| D1 | Net income (loss) for the Year Ended December 31, 2024 | - | - | - | - | ( 59,908 ) | - | - | - | 9,165 | ( 50,743 ) |
| D3 | Other comprehensive income (loss), net of income tax for the Year Ended December 31, 2024 (Note 22) | - | - | - | - | - | 15,874 | 70,429 | - | 3,067 | 89,370 |
| D5 | Total comprehensive income for 2024 | - | - | - | - | ( 59,908 ) | 15,874 | 70,429 | - | 12,232 | 38,627 |
| Z1 | Balance as of December 31, 2024 | 699,840 | 729,041 | 314,038 | 190,924 | 975,298 | 15,581 | ( 101,957 ) | - | 94,135 | 2,916,900 |
| Appropriation of earnings for the year ended December 31, 2024 (Note 22) | |||||||||||
| B3 | Special reserve | - | - | - | ( 86,303 ) | 86,303 | - | - | - | - | - |
| C15 | Capital surplus distributed as cash dividends to shareholders (Note 22) | - | ( 34,992 ) | - | - | - | - | - | - | - | ( 34,992 ) |
| C5 | Recognition of equity component from the issuance of convertible bonds (Notes 18 and 22) | - | 41,002 | - | - | - | - | - | - | - | 41,002 |
| I1 | Convertible bonds conversion (Note 18) | 36 | 164 | - | - | - | - | - | - | - | 200 |
| D1 | Net profit for 2025 | - | - | - | - | 13,563 | - | - | - | 15,255 | 28,818 |
| D3 | Other comprehensive income (loss), net of income tax for the Years Ended December 31, 2025 (Note 22) | - | - | - | - | - | 11,252 | 9,750 | - | 953 | 21,955 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | 13,563 | 11,252 | 9,750 | - | 16,208 | 50,773 |
| L1 | Treasury stock acquired (Note 22) | - | - | - | - | - | - | - | ( 22,333 ) | - | ( 22,333 ) |
| Z1 | Balance as of December 31, 2025 | $ 699,876 | $ 735,215 | $ 314,038 | $ 104,621 | $ 1,075,164 | $ 26,833 | ($ 92,207 ) | ($ 22,333 ) | $ 110,343 | $ 2,951,550 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: YU, PING-CHENG
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHBH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| A10000 | Profit (loss) before income tax | $ 36,795 | ($ 37,298) |
| A20010 | Profit and loss items | ||
| A20100 | Depreciation expense | 165,558 | 167,826 |
| A20200 | Amortization expenses | 3,747 | 3,608 |
| A20300 | Expected credit (gains on reversal) losses | ( 614) | 5,781 |
| A20400 | Net loss on financial assets and liabilities at FVTPL | 441 | - |
| A20900 | Finance costs | 30,472 | 29,612 |
| A21200 | Interest revenue | ( 6,630) | ( 6,438) |
| A21300 | Dividend income | - | ( 722) |
| A22500 | Gain on disposal of property, plant and equipment | ( 2,879) | ( 6,207) |
| A23700 | Write-downs of inventories (gain on reversal) | 4,949 | 2,286 |
| A24100 | Unrealized foreign exchange loss (gain) | 8,059 | ( 4,204) |
| A29900 | Gains on lease modifications | ( 1) | - |
| A30000 | Net changes in operating assets and liabilities: | ||
| A31130 | Notes receivable | ( 26,946) | 3,998 |
| A31140 | Notes receivable from related parties | 2,167 | ( 2,227) |
| A31150 | Accounts Receivable | ( 68,076) | ( 30,926) |
| A31160 | Accounts receivable from related parties | 23,072 | ( 10,980) |
| A31180 | Other receivables | ( 150) | 1,023 |
| A31200 | Inventories | ( 37,431) | 86,294 |
| A31230 | Prepayments | ( 4,186) | ( 10,228) |
| A31240 | Other current assets | 1,378 | 924 |
| A32125 | Contract liabilities | 1,662 | 3,405 |
| A32130 | Notes payable | ( 218) | 218 |
| A32150 | Accounts payable | 30,342 | 36,012 |
| A32160 | Accounts payable to related parties | - | ( 1,827) |
| A32180 | Other payables | 8,577 | 3,351 |
| A32190 | Other payables to related parties | 82 | ( 7) |
| A32230 | Other current liabilities | 396 | 243 |
| A33000 | Cash inflow from operations | 170,566 | 233,517 |
| A33100 | Interest received | 6,028 | 6,415 |
| (Continued) |
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| (Continued) | |||
|---|---|---|---|
| Code | 2025 | 2024 | |
| A33300 | Interest paid | (19,032) | (20,060) |
| A33500 | Income tax paid | (10,714) | (6,419) |
| AAAA | Net cash generated by operating activities | 146,848 | 213,453 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B00040 | Acquisitions of Financial assets at amortized cost | (147,322) | - |
| B00100 | Acquisitions of financial assets at fair value through other comprehensive income | (1,080) | - |
| B02700 | Acquisition of property, plant and equipment | (104,682) | (69,737) |
| B02800 | Proceeds from disposal of property, plant and equipment | 6,482 | 33,062 |
| B02900 | Increase in sales revenue received in advance - Disposal of property | 6,500 | - |
| B03700 | Refundable deposits paid increase | (230) | (331) |
| B04500 | Purchase of intangible assets | (3,432) | (701) |
| B06800 | Decrease in other non-current assets | 463 | 1,246 |
| B07100 | Increase in prepayments for equipment | (15,538) | (7,144) |
| B07600 | Dividends received | - | 722 |
| BBBB | Net cash used in investing activities | (258,839) | (42,883) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| C00200 | Decrease in short-term loans | (51,665) | (20,000) |
| C01200 | Convertible bonds issuance | 514,385 | - |
| C01300 | Repayment of bonds | (561,900) | - |
| C01600 | Proceeds from long-term bank loans | 490,000 | - |
| C01700 | Repayments of long-term borrowings | (331,275) | (33,529) |
| C04020 | Repayment of the principal portion of lease liabilities | (8,189) | (7,224) |
| C04500 | Cash dividends paid | (34,992) | (34,830) |
| C04900 | Cost of treasury stock acquired | (22,333) | - |
| C05800 | Increase in non-controlling interests | - | 48 |
| C09900 | Payments for transaction costs attributable to the issuance of bonds | (6,722) | - |
| C09900 | Payment of Cash dividends of non-controlling interests | - | (5,452) |
| CCCC | Net cash used in financing activities | (12,691) | (100,987) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | (11,899) | 17,152 |
(Continued)
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(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| EEEE | (DECREASE) ADDITIONS IN CASH AND CASH EQUIVALENTS | ( 136,581 ) | 86,735 |
| E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 827,224 | 740,489 |
| E00200 | CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 690,643 | $ 827,224 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: YU, PING-CHENG Executive officers: YU, PING-CHENG Accounting Supervisor: SU, CHIH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Notes to the Consolidated Financial Statements
Years Ended December 31, 2025 and 2024
(Otherwise Specified, amounts are in NT$ Thousands.)
I. Company History
(I) TAIWAN CHELIC CO., LTD. (hereinafter referred to as "The Company", and its controlled entities collectively referred to as the "Group") was approved for establishment by the Ministry of Economic Affairs on November 19, 1986, with an initial capital of NTD 2,000 thousand. Over the years, through capital increases, the current total capital amounts to NTD 699,876 thousand. The Company is primarily engaged in the design, manufacture, and sale of various pneumatic and hydraulic machinery equipment and parts, as well as electronic components.
(II) Since October 27, 2015, The Company's shares have been listed and traded on the Taiwan Stock Exchange (TWSE).
(III) The consolidated financial statements are expressed in the functional currency of the Parent Company, which is New Taiwan dollars (TWD).
II. Approval Date and Procedures of the Financial Statements
The consolidated financial statements were authorized by the Board of Directors on March 4, 2026.
III. Application of New, Revised, and Amended Standards and Interpretations
(I) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC Interpretations (SIC) (collectively "IFRS" (International Financial Reporting Standards) hereinafter) endorsed and put into effect by the Financial Supervisory Commission ("FSC" hereinafter)
Amendment to IAS 21 "Lack of Exchangeability"
The application of the Amendment to IAS 21 "Lack of Exchangeability" will not have a material impact on the Group's accounting policies.
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(II) The IFRS Accounting Standards endorsed by the FSC applicable in 2026
| New, Amended and Revised Standards and Interpretations | Effective Date Issued by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 "Amendments to Classification and Measurement of Financial Instruments," regarding amendments to the application guidance on the derecognition of financial liabilities. | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 "Contracts Involving Reliance on Natural Power" | January 1, 2026 |
| Annual Improvements to IFRS Standards – Volume 11 | January 1, 2026 |
| IFRS 17 "Insurance Contracts" (including the 2020 and 2021 amendments) | January 1, 2023 |
As of the date the consolidated financial statements were approved and authorized for issue, the Group assessed that the amendments to Others will not have a material impact on the financial position and financial performance.
(III) IFRS Accounting Standards Issued by the IASB but Not Yet Endorsed and Issued into Effective by the FSC
| New, Amended and Revised Standards and Interpretations | Effective Date Issued by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture" | To be determined by IASB |
| IFRS 18 "Presentation and Disclosures in Financial Statements" | January 1, 2027 (Note 2) |
| IFRS 19 "Subsidiaries without Public Accountability: Disclosures" (including the 2025 amendments) | January 1, 2027 |
| Amendment to IAS 21 "Translation into a Presentation Currency of a Hyperinflationary Economy" | January 1, 2027 |
Note 1: Unless otherwise stated, the aforementioned New, Amended and Revised Standards and Interpretations are effective for annual reporting periods beginning after the respective dates.
Note 2: On September 25, 2025, the FSC announced that companies in our country should apply IFRS18 starting January 1, 2028, and they may choose to apply it early once it is endorsed by the FSC.
IFRS 18 "Presentation and Disclosures in Financial Statements" and related supporting amendments
IFRS 18 will replace IAS 1 "Presentation of Financial Statements", and the main changes in the standard include:
- The income statement should classify profit and loss items into operating, investing, financing, income tax, and discontinued unit categories.
- The income statement should report operating profit or loss, profit or loss before financing and tax, as well as subtotals and totals of profit or loss.
- Provide guidelines to enhance aggregation and segmentation rules: The Group must identify assets, liabilities, equity, income, expenses, and financing cash flows arising from individual transactions or other matters, and classify and aggregate them based on common characteristics. This ensures that each line item presented in the primary financial statements has at least one similar characteristic. Items with dissimilar characteristics should be further segmented in the primary financial statements and notes. The Group designates such Items as "Others" only when a more informative label cannot be identified.
- Additions to the disclosure of performance measurement as defined by management: When the Group engages in public communication outside of the financial statements and communicates with users of the financial statements regarding management's perspective on a particular aspect of the Group's overall financial performance, it should disclose in a single note to the financial statements the relevant information about performance measurements defined by management. This includes the description of the measurement, how it is calculated, its reconciliation with subtotals or totals as defined by IFRS accounting standards, and the INCOME TAX and Non-controlling Interests impacts of the relevant reconciliation items.
In addition, the following consequential amendments to IAS 7 "Statement of Cash Flows" are made:
- When a consolidated company prepares the CASH FLOWS FROM OPERATING ACTIVITIES using the indirect method, the net income should be used as the starting point for adjustments.
-
Interest received and dividends received by the Group should be classified as investing activities, while interest paid and dividends paid should be classified
-
18 -
as financing activities. If the Group assesses that it has specific main operating activities, it needs to consider the types of dividend income, interest income, and interest expense reported in the income statement to determine the classification of dividends received, interest received, and interest paid in the statement of cash flows. However, each of the above cash flows can only be classified into a single activity in the statement of cash flows.
Apart from the aforementioned impacts, as of the date the consolidated financial statements were approved and authorized for issue, the Group is still evaluating the impact of the amendments to various standards and interpretations on its financial position and financial performance. The related impact will be disclosed upon completion of the evaluation.
IV. Summary of Significant Accounting Policies
(I) Compliance Statement
The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs endorsed and issued into effect by the FSC.
(II) Basis of Preparation
Except for financial instruments measured at fair value, the consolidated financial statements are prepared on a historical cost basis.
Fair value measurement inputs are classified into Level 1, 2, and 3 inputs based on the degree to which an input is observable and the significance of the input:
- Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that can be accessed on the measurement date.
- Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3 inputs are unobservable inputs for the asset or liability.
(III) Criteria for classification of assets and liabilities as current or non-current
Current assets include:
- Assets that are held mainly for trading purposes;
- Assets expected to be realized within 12 months after the balance sheet date; and
-
Cash and cash equivalents (excluding those restricted for settlement or exchange of liabilities beyond 12 months after the balance sheet date).
-
19 -
Current liabilities include:
- Liabilities held primarily for trading purposes;
- Liabilities due for settlement within 12 months after the balance sheet date (even if a long-term refinancing or rescheduling payment agreement has been completed after the balance sheet date and before the authorization of financial statements are still classified as current liabilities), and
- Liabilities for which there is no substantive right to defer settlement for at least 12 months after the balance sheet date.
Assets or liabilities that do not belong to the above current assets or current liabilities are classified as non-current assets or non-current liabilities.
(IV) Basis of consolidation
The consolidated financial statements include the financial reports of the Company and the entities controlled by the Company (Subsidiaries). The consolidated statements of comprehensive income have incorporated the operating results of subsidiaries acquired or disposed of from the acquisition date or until the disposal date during the period. The financial statements of the subsidiaries have been adjusted to ensure their accounting policies are consistent with those of the Group. Intercompany transactions, account balances, income, and expenses have been fully eliminated during the preparation of the consolidated financial statements. The total comprehensive income of the Subsidiary is attributable to the Company and Non-controlling Interests, even if the Non-controlling Interests result in a deficit balance.
When changes in ownership interests in subsidiaries by the Group do not result in losing control, they shall be treated as equity transactions. The carrying amounts of the Group and non-controlling interests have been adjusted to reflect their changes in the subsidiary's relative equity. The difference between the adjusted amount of Non-controlling Interests and the Fair Value of the consideration paid or received is directly recognized as equity and attributed to the owners of the Company.
For details of the subsidiaries, shareholding ratio, and business items, please refer to Note 12, Table 6, and Table 7.
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(V) Foreign Currencies (In Thousands)
When preparing financial statements, transactions in currencies other than the entity's functional currency (foreign currencies) are translated into the functional currency using the exchange rate on the transaction date.
Foreign currency monetary items are translated at the closing exchange rate on each balance sheet 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 in foreign currencies measured at fair value are translated using the exchange rate on the date the fair value is determined, and the resulting exchange differences are recognized in current profit or loss, except for those changes in fair value recognized in other comprehensive income or loss, where the resulting exchange differences are included in other comprehensive income.
Non-monetary items in foreign currencies measured at historical cost are translated using the exchange rate on the transaction date and are not retranslated.
When preparing consolidated financial statements, the ASSETS and liabilities of foreign operations (including subsidiaries with different operating currencies or located in different countries from the Parent company) are translated into TWD at the exchange rate on each balance sheet date. Income and expense items are translated at the average exchange rate for the period, and the resulting exchange differences are recognized in other comprehensive income or loss. And attributed separately to the Company and Non-controlling Interests.
(VI) Inventories
Inventories include raw materials, finished goods, work in process, and merchandise. Inventories are measured at the lower of cost and net realizable value. When comparing cost with net realizable value, it is based on an item by item basis, except for inventories of the same category. Net realizable value is the estimated selling price in the ordinary course of business, minus the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories is calculated using the weighted average method.
(VII) Property, plant and equipment
Property, plant and equipment are initially recognized at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment.
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Property, plant and equipment under construction are recognized at cost less accumulated impairment. Cost includes professional service fees and borrowing costs that qualify for capitalization. These assets are classified into the appropriate categories of property, plant and equipment and begin depreciation when they are completed and reach the expected state of use.
Except for owned land, which is not depreciated, the remaining property, plant and equipment are depreciated on a straight-line basis, and each significant part is depreciated separately. The Group reviews the estimated useful lives, residual values, and depreciation methods at least at the end of each annual reporting period, and applies the changes in accounting estimates prospectively.
When property, plant and equipment are derecognized, the difference between the net proceeds from disposal and the asset carrying amount is recognized in profit or loss.
(VIII) Intangible assets
- Acquired separately
Separate acquisitions of intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment. Intangible assets are amortized on a straight-line basis over their useful lives. The Group reviews the estimated useful lives, residual values, and amortization methods at least at the end of each annual reporting period, and applies the changes in accounting estimates prospectively.
- Derecognition
When intangible assets are derecognized, the difference between the net proceeds from disposal and the Asset Carrying Amount is recognized in profit or loss for the current period.
(IX) Impairment of property, plant and equipment, right-of-use assets and intangible assets.
The Group assesses at each balance sheet date whether there is any indication that property, plant and equipment, right-of-use assets and intangible assets may be impaired. If any indication of impairment exists, the recoverable amount of the asset is estimated. If the recoverable amount of an individual asset cannot be estimated, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
- 22 -
The recoverable amount is the higher of the fair value less costs of sale and the value in use. When the recoverable amount of an individual asset or a cash-generating unit is less than its carrying amount, the carrying amount of that asset or cash-generating unit is adjusted down to its recoverable amount, and the impairment loss is recognized in profit or loss.
When an impairment loss is reversed in subsequent periods, the carrying amount of the asset or cash-generating unit is adjusted up to its revised recoverable amount. However, the increased carrying amount should not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized in prior years. The reversal of impairment loss is recognized in profit or loss.
(X) Financial instruments
Financial assets and financial liabilities are recognized in the CONSOLIDATED BALANCE SHEETS when the Group becomes a party to the contractual provisions of the instruments.
Financial assets or financial liabilities other than those measured at fair value through profit or loss are initially recognized at the fair value plus the transaction costs that can be directly attributable to acquisition or issuance of such financial assets or liabilities. Any transaction cost directly attributable to the acquisition or issuance of the financial assets or financial liabilities measured at fair value through profit or loss is immediately recognized in profit or loss.
- Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis.
(1) Type of measurement
The types of financial assets held by the consolidated company are financial assets at FVTPL, financial assets at amortized costs, and investments in equity instruments at FVTOCI.
A. Financial assets measured at FVTPL
Financial assets at FVTPL are measured at fair value, and any gains or losses from remeasuring are recognized in other gains and losses. Please refer to Note 29 for the determination of Fair Value.
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B. Financial assets measured at cost after amortization
For the consolidated company, investments in financial assets are classified as financial assets at amortized cost if they meet the following two conditions:
a. The financial assets are held within a business model whose objective is collecting contractual cash flows; and
b. The contractual terms give rise to specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost (including cash and cash equivalents, notes receivable and accounts receivable (including related parties), other receivables (excluding tax refund receivables), and refundable deposits) are measured at amortized cost, which is the gross carrying amount determined using the effective interest method minus any impairment loss. Any foreign exchange gains or losses are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except under the following two circumstances:
a. For purchased or originated credit-impaired financial assets, interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial assets.
b. For financial assets that were not purchased or originated as credit-impaired but subsequently became credit-impaired, interest income should be calculated by multiplying the effective interest rate by the amortized cost of the financial assets starting from the subsequent reporting period after becoming credit-impaired.
Cash equivalents include highly liquid time deposits, banker's acceptances, and commercial paper that are convertible to known amounts of cash, have original maturities of three months or less from the date of acquisition, and are subject to an
- 24 -
insignificant risk of changes in value, held for fulfilling short-term cash commitments.
C. Investments in equity instruments at FVTOCI
At the time of initial recognition, the consolidated company may make an irrevocable election to designate investments in equity instruments that are neither held for trading nor contingent consideration recognized by an acquirer in a business combination to be measured at fair value through other comprehensive income.
Investment in equity instruments measured at fair value through other comprehensive income is measured at fair value. Subsequent changes in the fair value are recognized in other comprehensive income and accumulated in other equity. Upon disposal of investments, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.
Dividends from investments in equity instruments at FVTOCI are recognized in profit or loss when the right to receive payment is established in the consolidated company, unless the dividend clearly represents a recovery of part of the investment cost.
(2) Impairment of financial assets
On each balance sheet date, the merged company evaluates the expected credit loss for impairment of financial assets at amortized cost (including accounts receivable).
Loss allowance for accounts receivable is recognized based on the lifetime expected credit losses (ECL). Other financial assets are first assessed to determine if there has been a significant increase in credit risk since initial recognition. If there is no significant increase, a loss allowance is recognized based on the 12 months expected credit loss. If there is a significant increase, a loss allowance is recognized based on the lifetime expected credit loss.
Expected credit losses are a probability-weighted estimate of credit losses, with the respective risks of default used as the weighting. 12-month expected credit losses represent the expected credit losses
- 25 -
that result from default events on a financial instrument that are possible within 12 months after the reporting date, whereas lifetime expected credit losses represent the expected credit losses that result from all possible default events over the expected life of the financial instrument.
For the purposes of internal credit risk management, and without considering the collateral held, the consolidated company determines that the following situations represent a financial asset being in default:
A. There is internal or external information indicating that the debtor is unlikely to repay the debt.
B. More than 180 days past due, unless there is reasonable and verifiable information indicating that a delayed default criterion is more appropriate.
The impairment loss of all financial assets is reduced from their carrying amount through an allowance account.
(3) Derecognition of financial assets
The Group derecognizes financial assets only when the contractual rights to the cash flows from the financial asset expire or when the financial asset has been transferred and substantially all the risks and rewards of ownership have been transferred to another entity.
When financial assets at amortized cost are fully derecognized, the difference between their carrying amount and the received considerations is recognized in profit or loss. For derecognition of the entire investments in equity instruments measured at fair value through other comprehensive income, the cumulative gain or loss is directly transferred to retained earnings and not reclassified as profit or loss.
- Equity instruments
The debt and equity instruments issued by the merged company are classified as financial liabilities or equity based on the substance of the contractual agreements and the description of financial liabilities and equity instruments.
Equity instruments issued by the consolidated company are recognized at the amount of the proceeds received, net of directly attributable issuance cost.
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The re-acquisition of the Company's own equity instruments is recognized and deducted under equity. Purchases, sales, issuance, or cancellation of the Company's own equity instruments are not recognized in profit or loss.
- Financial liabilities
(1) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
(2) Derecognition of financial liabilities
When financial liabilities are derecognized, the difference between their carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- Convertible corporate bonds
The compound financial instruments (convertible bonds) issued by the merged company are classified separately into financial liabilities and equity at initial recognition based on the substance of the contractual agreements and the definition of financial liabilities and equity instruments.
At initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate of a similar non-convertible instrument and is subsequently measured at amortized cost using the effective interest method until conversion or the maturity date. The liability component containing an embedded derivative that is not an equity component is measured at fair value.
The conversion option classified as equity is determined as the residual amount, being the difference between the fair value of the compound instrument as a whole and the fair value of the liability component determined separately. It is recognized in equity, net of income tax, and is not subsequently remeasured. When the conversion option is exercised, the related liability component and the amount in equity will be transferred to share capital and capital surplus - premium on stock. If the conversion option of the convertible bonds remain unexercised at the maturity date, the amount recognized in equity will be transferred to capital surplus - premium on stock.
- 27 -
The related transaction costs of the issuance of convertible bonds are allocated to the liability component (included in the carrying amount of the liability) and the equity component (included in equity) in proportion to the allocated total proceeds.
5. Derivatives
The derivative financial instruments entered into by the merged company are options related to convertible bonds.
Derivative financial instruments are initially recognized at fair value when the derivative contract is entered into, and subsequently remeasured at fair value at each balance sheet date. Any gains or losses from subsequent measurement are directly recognized in profit or loss. However, for derivative financial instruments designated as and qualifying for effective hedging instruments, the timing of recognition in profit or loss depends on the nature of the hedging relationships. When the fair value of derivative financial instruments is positive, they are categorized as financial assets; when the fair value is negative, they are categorized as financial liabilities.
If the derivative is embedded in the host contract of an asset within the scope of IFRS 9 "Financial Instruments", the classification of the financial asset is determined by the contract as a whole. If derivative financial instruments are embedded in host contracts of assets not within the scope of IFRS 9 for financial assets (e.g., as embedded in host contracts of financial liabilities), and the embedded derivative instruments meet the definition of derivative financial instruments, with risks and characteristics that are not closely related to those of the host contract, and the hybrid contract is not measured at measured at fair value through profit or loss, such derivative financial instruments are treated as separate derivative.
(XI) Recognition of revenue
After identifying the performance obligations in customer contracts, the Group allocates the transaction price to each performance obligation and recognizes revenue when each performance obligation is satisfied.
Net revenue from sale of goods
Net revenue from sale of goods mainly comes from the sale of pneumatic equipment. Since the customer has the right to the predetermined price and usage of the goods upon shipment or arrival at the customer's designated location, and
- 28 -
assumes the risk of product obsolescence, the Group recognizes revenue and accounts receivable at that point in time. Advance receipts are recognized as contract liabilities before the goods are delivered.
For materials sent out for processing, the significant risks and rewards of ownership of the processed goods are not transferred, so the delivery of materials for processing is not accounted for as sales.
(XII) Leases
On the contract inception date, the merged company assesses whether the contract is (or contains) Leases Modifications.
- The Group as lessor
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the underlying asset to the lessee. All other leases are classified as operating leases.
- The Group as lessee
Except for lease payments on low-value underlying asset leases and short-term leases, to which recognition exemptions apply and are recognized as expenses on a straight-line basis over the lease term, other leases are recognized as right-of-use assets and lease liabilities on the lease commencement date.
Right-of-use assets are initially measured at cost (including the original measurement amount of lease liabilities) and subsequently measured at cost less accumulated depreciation and accumulated impairment, adjusted for any remeasurement of the lease liabilities.
Right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use assets or the end of the lease term.
Lease liabilities are initially measured at the present value of lease payments (including fixed payments). If the lease implied interest rate is easy to determine, the lease payment is discounted according to the said implied interest rate. If the rate is not readily determinable, the lessee's incremental borrowing rate is used.
Subsequently, lease liabilities are measured on an amortized cost basis using the effective interest method, and interest expense is allocated over the
- 29 -
lease term. If a change in the lease term results in a change in future lease payments, the Group remeasures the lease liabilities and correspondingly adjusts the right-of-use assets. However, if the carrying amount of the right-of-use assets has been reduced to zero, the remaining remeasurement amount is recognized in profit or loss. Lease liabilities are presented separately in the CONSOLIDATED BALANCE SHEETS.
(XIII) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets until substantially all the activities necessary to prepare the assets for their intended use or sale are complete.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on a qualifying asset is deducted from the borrowing costs eligible for capitalization.
Apart from the aforementioned, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
(XIV) Government grants
GOVERNMENT GRANTS are recognized only when there is reasonable assurance that the Group will comply with the conditions attached to the GOVERNMENT GRANTS and that the grants will be received.
If GOVERNMENT GRANTS are intended to compensate for expenses or losses already incurred, or to provide immediate financial support to the Group without future related costs, they are recognized in profit or loss in the period in which they become receivable.
(XV) Employee benefits
- Short-term employee benefits
The liabilities related to short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for employee services.
- Retirement benefits
The pension under defined contribution plans is recognized as an expense over the period in which the employee provides services, according to the amount that should be contributed.
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(XVI)Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
- Current income tax
The Group determines current income (loss) based on the regulations established by the tax jurisdictions in which it files income tax returns and calculates the payable (recoverable) income tax accordingly.
The additional income tax on unappropriated earnings, calculated according to the Income Tax Act of the Republic of China, is recognized in the year the shareholders' meeting resolves.
Income tax adjustments on prior years are included in the current income tax.
- Deferred income tax
Deferred income tax arises from temporary differences generated between the carrying amounts of assets and liabilities and the tax bases used to calculate taxable income.
Deferred income tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized when it is highly probable that there will be taxable income available to utilize deductible temporary differences.
Taxable temporary differences associated with investments in Subsidiaries are recognized as Deferred income tax liabilities, except where the Group is able to control the timing of the reversal of the temporary differences and it is highly probable that the temporary differences will not reverse in the foreseeable future. Deductible temporary differences related to such investments are recognized as deferred income tax assets only to the extent that it is highly probable that there will be sufficient taxable income to realize the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date, and it is reduced to the extent that it is no longer highly probable there will be sufficient taxable income to recover all or part of the assets. The previously unrecognized deferred income tax assets are also reviewed at each balance sheet date and are increased to the extent that it is
- 31 -
highly probable that future taxable income will be available to recover all or part of the assets.
Deferred income tax assets and liabilities are measured at the tax rates expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequences expected by the merged company, based on the manner in which the carrying amounts of its assets and liabilities are expected to be recovered or settled at the balance sheet date.
- Current and deferred income tax
Current and deferred income tax is recognized in profit or loss, except for current and deferred income tax related to items recognized in other comprehensive income or loss or directly in equity, which are recognized respectively in other comprehensive income or loss or directly in equity.
V. Main Source of Significant Accounting Judgment, Estimation, and Assumption Uncertainties
When adopting accounting policies, for those not easily obtainable from other sources, management must make judgments, estimates, and assumptions based on historical experience and other relevant factors. Actual results may differ from the estimates.
When developing significant accounting estimates, the Group considers the potential impact of inflation, market interest rate, and exchange rate fluctuations in the estimation of financing cash flow, growth rates, discount rates, profitability, and other relevant significant estimates. Management will continuously review the estimates and underlying assumptions.
VI. Descriptions of Material Accounting Items
Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand and revolving fund | $ 1,154 | $ 930 |
| Check deposits and demand deposits | 567,289 | 769,749 |
| Cash equivalents (with original maturities within 3 months) | ||
| Banker's acceptance | 15,203 | 6,042 |
| Commercial paper | 51,028 | 50,502 |
| Bank time deposits | 55,969 | 1 |
$ 690,643
$ 827,224
The interest rate ranges for bank demand deposits, commercial paper, and bank time deposits on the balance sheet date are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Bank demand deposits | 0.0001%~1.8500% | 0.0001%~1.8500% |
| Commercial paper | 1.24% | 1.1700% |
| Bank time deposits | 0.75%~1.72% | 1.0500% |
VII. Financial instruments at FVTPL
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets - current | ||
| Derivative financial instruments mandatorily measured at FVTPL (not designated as hedging) | ||
| - Options related to convertible bonds (Note 18) | $ 450 | $ - |
VIII. Financial assets measured at FVOCI
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Non-current | ||
| Investments in domestic equity instruments | ||
| Unlisted shares | $ 1,523 | $ - |
| Investments in foreign equity instruments | ||
| Unlisted shares | 50,029 | 38,658 |
| $ 51,552 | $ 38,658 |
The Group has invested in the ordinary shares of the aforementioned company for medium to long-term strategic purposes and expects to profit through long-term investment. The management of the Group believes that including short-term fair value fluctuations of these investments in profit or loss would not consistent with the aforementioned long-term investment plans. Therefore, they have elected to designate these investments to be measured at fair value through other comprehensive income.
In November 2025, the Group participated in a capital increase of an unlisted domestic company with an investment of NT$1,080 thousand. It was designated as financial assets at FVTOCI due to its medium to long-term strategic investment purpose.
IX. Financial assets measured at cost after amortization
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | ||
| Time deposits with original maturities of more than 3 months | $ 152,864 | $ - |
(I) As of December 31, 2025, the interest rates on time deposits with original maturities of more than 3 months were 1.20% to 1.50%.
(II) The debt instruments invested by the consolidated company are financial assets at amortized cost:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total book value | $ 152,864 | $ - |
| Loss allowance | - | - |
| $ 152,864 | $ - |
The credit risk of bank deposits of the Group is measured and monitored by the Group's finance department. Since the Group's counterparties and transactions are with creditworthy banks and financial institutions or corporate entities with investment grade ratings, there are no significant performance concerns and hence no significant credit risk.
The Company considers the historical default status of the debtor, current financial conditions and industry outlook forecasts to measure the 12-month expected credit loss or lifetime expected credit loss on investments in debt instruments. As of December 31, 2025 and 2024, the consolidated company assessed the expected credit loss ratio of the investments in debt instruments held to be 0%.
- 34 -
X. Notes receivable, accounts receivable, and other receivables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable | ||
| Amortized cost | ||
| Total book value | $ 76,049 | $ 47,890 |
| Less: loss allowance | - | - |
| $ 76,049 | $ 47,890 | |
| Notes receivable from related parties (Notes Four, 10, 23, and 30) | $ - | $ 2,239 |
| Accounts Receivable | ||
| Amortized cost | ||
| Total book value | $ 395,475 | $ 323,761 |
| Less: loss allowance | ( 15,052 ) | ( 15,627 ) |
| $ 380,423 | $ 308,134 | |
| Accounts receivable from related parties | $ 10,618 | $ 34,594 |
| Overdue receivables | ||
| Overdue receivables | $ 250 | $ 250 |
| Less: loss allowance | ( 250 ) | ( 250 ) |
| $ - | $ - | |
| Other receivables | ||
| Tax refund receivables | $ 5 | $ - |
| Interests receivable | 659 | 36 |
| Others | 1,381 | 1,263 |
| $ 2,045 | $ 1,299 |
(I) Notes receivable/Notes receivable from related parties (Notes Four, 10, 23, and 30)
The aging analysis of notes receivable and the loss allowance measured by the provision matrix of the Group are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Not past due | Not past due | |
| Expected Credit Loss Ratio | 0% | 0% |
| Total book value | $ 76,049 | $ 50,129 |
| Less: Allowance for uncollectible accounts (Allowance for expected lifetime credit losses) | - | - |
| Amortized cost | $ 76,049 | $ 50,129 |
(II) Accounts receivable/Accounts receivable from related parties
The average payment term granted by the consolidated company for sales of goods is 30 to 180 days, and the accounts receivable are non-interest bearing. The Group uses other publicly available financial information and historical transaction records to rate its major customers. The Group continuously monitors credit exposure and counterparties' credit categories and diversifies the total transaction amount among different customers with qualified credit ratings. Each year, the credit limits for counterparties are reviewed and approved to manage credit exposure.
The merged company recognizes a loss allowance for receivables based on the lifetime expected credit loss. Lifetime expected credit losses are calculated using a provision matrix that takes into account the customer's past default records, current financial conditions, industry economic conditions, as well as GDP forecasts and industry outlooks. As the historical experience of credit losses of the merged company shows no significant difference in the loss patterns among different customer groups, the provision matrix does not further distinguish the customer base; instead, the expected credit loss ratio is determined solely based on the number of days past due of the receivables.
If there is evidence indicating that the counterparty is in severe financial difficulty and the Group has no realistic prospect of recovery of the amount, the Group directly writes off the related receivables. However, collection activities will continue, and any amount recovered through collection will be recognized in profit or loss.
The loss allowance measured by the provision matrix of the Group's accounts receivable is as follows:
December 31, 2025
| Not past due | 1 ~ 30 days past due | 31 ~ 60 days past due | 61 ~ 90 days past due | 91 ~ 120 days past due | 121 ~ 150 days past due | 151 ~ 180 days past due | More than 180 days past due | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Expected Credit Loss Ratio | 0.09%~0.41% | 0.39%~6.76% | 0.74%~11.21% | 3.16%~19.71% | 6.68%~19.78% | 12.9%~24.28% | 20.03%~30.69% | 100.00% | |
| Total book value | $ 350,323 | $ 14,770 | $ 12,956 | $ 11,453 | $ 1,230 | $ 1,432 | $ 1,557 | $ 12,372 | $ 406,093 |
| Loss allowance | ( 814 ) | ( 598 ) | ( 242 ) | ( 405 ) | ( 101 ) | ( 184 ) | ( 336 ) | ( 12,372 ) | ( 15,052 ) |
| Amortized cost | $ 349,509 | $ 14,172 | $ 12,714 | $ 11,048 | $ 1,129 | $ 1,248 | $ 1,221 | $ - | $ 391,041 |
December 31, 2024
| Not past due | 1 - 30 days past due | 31 - 60 days past due | 61 - 90 days past due | 91 - 120 days past due | 121 - 150 days past due | 151 - 180 days past due | More than 180 days past due | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Expected Credit Loss Rates | 0.08%–0.18% | 0.29%–4.68% | 0.62%–7.42% | 2.49%–14.69% | 8.76%–18.86% | 11.50%–23.20% | 12.50%–22.72% | 100% | |
| Total book value | $ 304,511 | $ 10,187 | $ 14,302 | $ 6,383 | $ 3,967 | $ 2,818 | $ 3,633 | $ 12,554 | $ 358,355 |
| Less: Allowance for misollectible accounts (Allowance for expected lifetime credit losses) | ( 275 ) | ( 143 ) | ( 360 ) | ( 196 ) | ( 665 ) | ( 631 ) | ( 803 ) | ( 12,554 ) | ( 15,627 ) |
| Amortized cost | $ 304,236 | $ 10,044 | $ 13,942 | $ 6,187 | $ 3,302 | $ 2,187 | $ 2,830 | $ - | $ 342,728 |
The movements of the loss allowance for accounts receivable/notes receivable are as follows:
2025
| Notes receivable | Accounts Receivable | Total | |
|---|---|---|---|
| Balance as of January 1, 2025 | $ - | $ 15,627 | $ 15,627 |
| Add: Reversal of impairment loss for the year | - | ( 614 ) | ( 614 ) |
| Foreign currency exchange difference | - | 39 | 39 |
| Balance as of December 31, 2025 | $ - | $ 15,052 | $ 15,052 |
2024
| Notes receivable | Accounts Receivable | Total | |
|---|---|---|---|
| Balance as of January 1, 2024 | $ - | $ 9,484 | $ 9,484 |
| Add: Reversal of impairment loss for the year | - | 5,781 | 5,781 |
| Foreign currency exchange difference | - | 362 | 362 |
| Balance as of December 31, 2024 | $ - | $ 15,627 | $ 15,627 |
(III) Overdue receivables
The movements in the loss allowance on overdue receivables are as follows:
| 2025 | 2024 | |
|---|---|---|
| Beginning balance | $ 250 | $ 250 |
| Add: Provision for impairment loss for the year | - | - |
| Ending balance | $ 250 | $ 250 |
(IV) Other receivables
The policy of the Group is to transact only with creditworthy counterparties and to obtain adequate guarantee where necessary to mitigate the risk of financial losses due to defaults. Credit rating information is assessed based on historical transaction records of the counterparties. The Group continuously monitors credit exposure and counterparties' credit categories.
The Company considers the current financial conditions of the debtor to measure the 12-month expected credit loss or lifetime expected credit loss on investments in debt instruments. As of December 31, 2025 and 2024, the loss allowance rate for other receivables was 0%.
XI. Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Merchandise | $ 125,279 | $ 128,686 |
| Finished goods | 108,924 | 95,377 |
| Work in process | 568,300 | 539,374 |
| Raw materials | 79,190 | 80,968 |
| $ 881,693 | $ 844,405 |
The type of operating costs related to inventories is as follows:
| 2025 | 2024 | |
|---|---|---|
| Cost of inventories sold | $ 1,101,290 | $ 1,068,402 |
| Unallocated manufacturing overhead | 1,351 | 32,109 |
| Write-downs of inventories | 4,949 | 2,286 |
| $ 1,107,590 | $ 1,102,797 |
XII. Subsidiary
(I) The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
| Name of investors | Name of subsidiaries | Business Activities | Proportion of Ownership (%) | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| The Company | FULL ASSET GROUP L.L.C. | Holding company | 100% | 100% |
| FULLTEK GROUP L.L.C. | Holding company | 100% | 100% | |
| Smart Technology Investment Co., Ltd. | Holding company | 100% | 100% | |
| CHELIC (BVI) Corp. | Holding company | 100% | 100% | |
| CHELIC TECHNOLOGY (THAILAND) CO., LTD. | Manufacture and sale of pneumatic equipment | 99.8% | 99.8% | |
| FULL ASSET GROUP L.L.C. | SHANGHAI CHELIC PNEUMATIC CORP. | Manufacture and sale of pneumatic equipment | 98% | 98% |
| FULLTEK GROUP L.L.C. | GENTEK AUTOMATION (SHANGHAI) CORP | Manufacture of pneumatic equipment | 100% | 100% |
| CHELIC (BVI) Corp. | CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Manufacture and sale of pneumatic equipment | 100% | 100% |
| GENTEK AUTOMATION (SHANGHAI) CORP | SHANGHAI CHELIC PNEUMATIC CORP. | Manufacture and sale of pneumatic equipment | 2% | 2% |
| SHANGHAI CHELIC PNEUMATIC CORP. | SHANGHAI SHINNING ELECTRONICS CO., LTD. | Real estate leases | 64.44% | 64.44% |
| Smart Technology Investment Co., Ltd. | SHANGHAI SHINNING ELECTRONICS CO., LTD. | Real estate leases | 35.56% | 35.56% |
| SHANGHAI CHELIC PNEUMATIC CORP. | SHENZHEN CHELIC PNEUMATIC CORP. | Sale of pneumatic equipment | 100% | 100% |
| CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Zhejiang Bangye Automation Technology Co., Ltd. (Zhejiang Bangye Company) | Precision metal manufacturing | 80% | 80% |
CHELIC TECHNOLOGY (THAILAND) CO., LTD. completed the relevant registration in September 2024. As of December 31, 2025, NT$24,142 thousand had been injected as capital.
(II) Information on subsidiaries with significant non-controlling interests
| Name of subsidiaries | Principal Place of Business/Country of Registration | Proportion of non-controlling interests in ownership interests and voting rights | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Zhejiang Bangye Company | Mainland China | 20% | 20% |
For information on the Principal Place of Business and Country of Registration, please refer to Table 7.
| Profit allocated to non-controlling interests | Non-controlling interest | |||
|---|---|---|---|---|
| Name of subsidiaries | 2025 | 2024 | December 31, 2025 | December 31, 2024 |
| Zhejiang Bangye Company | $ 15,271 | $ 9,167 | $ 110,313 | $ 94,089 |
The summary of financial information for Zhejiang Bangye Company is prepared with the amount before the elimination of intercompany transactions:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current assets | $ 461,367 | $ 372,887 |
| Non-current assets | 250,028 | 230,560 |
| Current liabilities | ( 159,953 ) | ( 131,013 ) |
| Equity | $ 551,442 | $ 472,434 |
| Equity attributable to: | ||
| Owners of the parent company | $ 441,154 | $ 377,947 |
| Non-controlling interest | 110,288 | 94,487 |
| $ 551,442 | $ 472,434 | |
| 2025 | 2024 | |
| Revenue | $ 662,810 | $ 588,313 |
| Net income | $ 74,313 | $ 45,617 |
| Other comprehensive income (loss) | 4,765 | 15,335 |
| Total comprehensive income | $ 79,078 | $ 60,952 |
| Net income (loss) attributable to: | ||
| Owners of the parent company | $ 59,450 | $ 36,494 |
| Non-controlling interest | 14,863 | 9,123 |
| $ 74,313 | $ 45,617 | |
| Total comprehensive income attributable to: | ||
| Owners of the parent company | $ 63,262 | $ 48,762 |
| Non-controlling interest | 15,816 | 12,190 |
| $ 79,078 | $ 60,952 | |
| Financing Cash Flow operating activities | $ 53,226 | $ 46,063 |
| Investing activities | ( 52,707 ) | ( 38,216 ) |
| Financing activities | - | ( 27,258 ) |
| Net cash inflow (outflow) | $ 519 | ($ 19,411 ) |
XIII. Property, plant and equipment
| Self-owned land | Buildings | Machinery and equipment | Transport equipment | Office equipment | Other equipment | Property, plant and equipment under construction | Total | |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Balance as of January 1, 2025 | $ 274,665 | $ 1,758,047 | $ 947,739 | $ 17,297 | $ 49,994 | $ 408,387 | $ - | $ 3,456,129 |
| Addition | - | 8,455 | 47,524 | 684 | 5,979 | 41,967 | - | 104,609 |
| Reclassification (Note) | - | 629 | 4,059 | - | 3,800 | 342 | - | 8,830 |
| Disposal | - | ( 20,754 ) | ( 43,467 ) | ( 1,309 ) | ( 763 ) | ( 24,469 ) | - | ( 90,762 ) |
| Net exchange difference | - | 4,433 | 4,643 | 101 | 405 | 1,452 | - | 11,034 |
| Balance as of December 31, 2025 | $ 274,665 | $ 1,750,810 | $ 960,498 | $ 16,773 | $ 59,415 | $ 427,679 | $ - | $ 3,489,840 |
| Accumulated depreciation | ||||||||
| Balance as of January 1, 2025 | $ - | $ 500,955 | $ 554,940 | $ 13,529 | $ 41,293 | $ 336,913 | $ - | $ 1,447,630 |
| Depreciation expense | - | 60,021 | 60,179 | 719 | 3,461 | 28,528 | - | 152,908 |
| Disposal | - | ( 20,754 ) | ( 40,299 ) | ( 1,178 ) | ( 674 ) | ( 24,254 ) | - | ( 87,159 ) |
| Net exchange difference | - | 2,405 | 3,461 | 41 | 174 | 605 | - | 6,686 |
| Balance as of December 31, 2025 | $ - | $ 542,627 | $ 578,281 | $ 13,111 | $ 44,254 | $ 341,792 | $ - | $ 1,520,065 |
| Net amount at December 31, 2025 | $ 274,665 | $ 1,208,183 | $ 382,217 | $ 3,662 | $ 15,161 | $ 85,887 | $ - | $ 1,969,775 |
| Cost | ||||||||
| Balance as of January 1, 2024 | $ 274,665 | $ 1,717,514 | $ 882,384 | $ 16,713 | $ 47,274 | $ 392,754 | $ 14,343 | $ 3,345,647 |
| Addition | - | 4,690 | 39,596 | 1,276 | 3,224 | 14,959 | - | 63,745 |
| Disposal | - | ( 19,873 ) | ( 4,557 ) | ( 1,250 ) | ( 1,392 ) | ( 4,012 ) | - | ( 31,084 ) |
| Reclassification (Note) | - | 14,844 | 2,902 | - | - | 1,761 | ( 14,844 ) | 4,663 |
| Net exchange difference | - | 40,872 | 27,414 | 558 | 888 | 2,925 | 501 | 73,158 |
| Balance as of December 31, 2024 | $ 274,665 | $ 1,758,047 | $ 947,739 | $ 17,297 | $ 49,994 | $ 408,387 | $ - | $ 3,456,129 |
| Accumulated depreciation | ||||||||
| Balance as of January 1, 2024 | $ - | $ 432,877 | $ 479,911 | $ 13,720 | $ 39,671 | $ 311,444 | $ - | $ 1,277,623 |
| Depreciation expense | - | 61,921 | 64,518 | 477 | 2,244 | 28,096 | - | 157,256 |
| Disposal | - | ( 4,136 ) | ( 3,854 ) | ( 1,125 ) | ( 1,261 ) | ( 4,008 ) | - | ( 14,384 ) |
| Net exchange difference | - | 10,293 | 14,365 | 457 | 639 | 1,381 | - | 27,135 |
| Balance as of December 31, 2024 | $ - | $ 500,955 | $ 554,940 | $ 13,529 | $ 41,293 | $ 336,913 | $ - | $ 1,447,630 |
| Net amount at December 31, 2024 | $ 274,665 | $ 1,257,092 | $ 392,799 | $ 3,768 | $ 8,701 | $ 71,474 | $ - | $ 2,008,499 |
Note: Reclassifications from other non-current assets - prepayments for equipment to the various categories under property, plant and equipment.
There was no impairment of property, plant and equipment for the Group in the years ended December 31, 2025 and December 31, 2024.
Property, plant, and equipment is depreciated on a straight-line basis over their useful lives as follows:
Buildings
- Main buildings: 20-55 Years
- Others: 5-50 Years
- Machinery and equipment: 5-12 Years
- Transport equipment: 5 years
- Office equipment: 2-10 Years
- Other equipment: 2-15 Years
Please refer to Note 31 for the Amount of PROPERTY, PLANT AND EQUIPMENT pledged as collaterals for borrowings by the Group.
XIV. Lease arrangements
(I) Right-of-use assets
| Land | Buildings | Total | |
|---|---|---|---|
| Cost | |||
| Balance as of January 1, 2025 | $ 147,912 | $ 31,176 | $ 179,088 |
| Addition | - | 6,973 | 6,973 |
| Disposal | - | ( 1,260 ) | ( 1,260 ) |
| Net exchange difference | 512 | 428 | 940 |
| Balance as of December 31, 2025 | $ 148,424 | $ 37,317 | $ 185,741 |
| Accumulated depreciation | |||
| Balance as of January 1, 2025 | $ 21,391 | $ 9,700 | $ 31,091 |
| Depreciation expense | 3,453 | 9,197 | 12,650 |
| Disposal | - | ( 1,219 ) | ( 1,219 ) |
| Net exchange difference | 217 | 368 | 585 |
| Balance as of December 31, 2025 | $ 25,061 | $ 18,046 | $ 43,107 |
| Net amount at December 31, 2025 | $ 123,363 | $ 19,271 | $ 142,634 |
(Continued)
(Continued)
| Land | Buildings | Total | |
|---|---|---|---|
| Cost | |||
| Balance as of January 1, 2024 | $ 143,105 | $ 44,769 | $ 187,874 |
| Addition | - | 2,072 | 2,072 |
| Disposal | - | ( 17,146 ) | ( 17,146 ) |
| Net exchange difference | 4,807 | 1,481 | 6,288 |
| Balance as of December 31, 2024 | $ 147,912 | $ 31,176 | $ 179,088 |
| Accumulated depreciation | |||
| Balance as of January 1, 2024 | $ 17,226 | $ 19,206 | $ 36,432 |
| Depreciation expense | 3,545 | 7,025 | 10,570 |
| Disposal | - | ( 17,146 ) | ( 17,146 ) |
| Net exchange difference | 620 | 615 | 1,235 |
| Balance as of December 31, 2024 | $ 21,391 | $ 9,700 | $ 31,091 |
| Net amount at December 31, 2024 | $ 126,521 | $ 21,476 | $ 147,997 |
Please refer to Note 31 for the Amount of right-of-use assets pledged as collaterals for borrowings by the Group.
(II) Lease liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amounts | ||
| Current | $ 8,450 | $ 6,490 |
| Non-current | $ 11,926 | $ 15,439 |
The discount rates for lease liabilities of land and buildings range from 3.24% to 6.88%.
(III) Material lease activities and terms
The Group leases a number of buildings for use as plants and offices with lease terms of 1 to 3 years. At the end of the lease term, the Group has no preferential right to acquire the leased building.
The Group's land use rights are depreciated over 28 to 49 years.
(IV) Other lease information
| 2025 | 2024 | |
|---|---|---|
| Expenses relating to short-term leases | $ 1,824 | $ 2,592 |
| Total cash outflow for leases | ($ 11,264) | ($ 10,546) |
The Group elects to apply the recognition exemptions to office leases that qualify as short-term leases and thus did not recognize right-of-use assets and lease liabilities for these leases.
XV. Intangible assets
| Computer software | Technology license | Total | |
|---|---|---|---|
| Cost | |||
| Balance as of January 1, 2025 | $ 44,803 | $ 1,114 | $ 45,917 |
| Addition | 3,432 | - | 3,432 |
| Reclassification (Note) | 1,515 | - | 1,515 |
| Net exchange difference | 123 | - | 123 |
| Balance as of December 31, 2025 | $ 49,873 | $ 1,114 | $ 50,987 |
| Accumulated amortization and impairment | |||
| Balance as of January 1, 2025 | $ 35,640 | $ 843 | $ 36,483 |
| Amortization expenses | 3,497 | 250 | 3,747 |
| Net exchange difference | 66 | - | 66 |
| Balance as of December 31, 2025 | $ 39,203 | $ 1,093 | $ 40,296 |
| Net amount at December 31, 2025 | $ 10,670 | $ 21 | $ 10,691 |
| Cost | |||
| Balance as of January 1, 2024 | $ 44,232 | $ 614 | $ 44,846 |
| Addition | 201 | 500 | 701 |
| Net exchange difference | 370 | - | 370 |
| Balance as of December 31, 2024 | $ 44,803 | $ 1,114 | $ 45,917 |
| Accumulated amortization and impairment | |||
| Balance as of January 1, 2024 | $ 32,069 | $ 614 | $ 32,683 |
| Amortization expenses | 3,379 | 229 | 3,608 |
| Net exchange difference | 192 | - | 192 |
| Balance as of December 31, 2024 | $ 35,640 | $ 843 | $ 36,483 |
| Net amount at December 31, 2024 | $ 9,163 | $ 271 | $ 9,434 |
Note: Transferred from other non-current assets - prepayments for equipment.
Amortization expense is recognized on a straight-line basis over the following useful lives:
Computer software
1-10 Years
Technology license
1.5-2 Years
XVI. Other assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | ||
| Prepayments | $ 34,634 | $ 33,230 |
| Tax credit balance | 19,766 | 19,600 |
| Input Tax Amount | 14,586 | 13,090 |
| Advance payments | 200 | 200 |
| $ 69,186 | $ 66,120 | |
| Non-current | ||
| Prepayments for equipment | $ 13,508 | $ 8,315 |
| Refundable deposits | 2,852 | 2,628 |
| Others | 2,165 | 2,603 |
| $ 18,525 | $ 13,546 |
XVII. Loans
(I) Short-term loans
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Unsecured loans | ||
| - Credit facility loans | $ 217,440 | $ 269,560 |
The interest rates on bank loans as of December 31, 2025 and December 31, 2024 were 1.81% to 3.45% and 1.85% to 3.90%, respectively.
(II) Long-term borrowings
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Secured loans (Note 31) | ||
| Bank loans | $ 428,032 | $ 369,307 |
| Unsecured loans | ||
| Bank loans | 100,000 | - |
| Subtotal | 528,032 | 369,307 |
| Less: Current portion within 1 year | ( 51,439 ) | ( 59,831 ) |
| Long-term borrowings | $ 476,593 | $ 309,476 |
The Group's loans include:
| Material terms | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| Chang Hwa Bank | |||
| Secured bank loans | Secured loan, with a term from May 2, 2023 to May 2, 2030. The interest rate is 2.025%, with interest paid monthly, and the principal is to be repaid in 60 installments starting from May 2, 2023. However, the Group has fully repaid in advance. | $ - | $ 230,000 |
| Secured bank loans | Mortgage loans, with a term from September 15, 2025 to September 15, 2032. An interest rate of 2.025%; interest paid monthly; principal repaid in 60 installments starting from September 15, 2027. | 230,000 | - |
| Bank of Taiwan | |||
| Secured bank loans | Secured loans, with a term from May 2, 2023 to May 2, 2028. The interest rate is 2.0455%, with interest paid monthly, and the principal is to be repaid in 60 installments starting from May 2, 2025. However, the Group has fully repaid in advance. | - | 83,272 |
| Secured bank loans | Secured loans, with a term from February 2, 2015 to February 2, 2030. An interest rate of 2.0249%; interest paid monthly; the principal is to be repaid in 144 installments starting from February 2, 2018. | 45,637 | 56,035 |
| Secured bank loans | Secured loans, with a term from September 5, 2025 to September 5, 2030. An interest rate of 2.1512%; interest paid monthly; principal to be repaid in 60 installments starting from October 5, 2025. | 152,395 | - |
| Entie Bank Unsecured loans: | Credit loans, with a term from August 25, 2025 to August 25, 2027. An interest rate of 2.197%; interest paid monthly; principal to be repaid in 3 installments starting from August 25, 2026. | 100,000 | - |
| Balance of bank loans | $ 528,032 | $ 369,307 |
XVIII. Bonds payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Domestic secured convertible bonds | $ 474,789 | $ 556,139 |
| Less: due within one year | - | ( 556,139 ) |
| $ 474,789 | $ - |
(I) The Company issued domestic third secured convertible bonds on September 5, 2022, with a total amount of NT$600,000 thousand, issued at 104.1977% of the face value, with a coupon rate of 0%, and a maturity period of 3 years. The major issuance terms are as follows:
-
Issuance Period: September 5, 2022 to September 5, 2025.
-
Material redemption terms:
(1) From the day following three months after the issuance of the convertible bonds to 40 days before the maturity date, if the closing price of the Company's common share exceeds the then-current conversion price by 30% (inclusive) for 30 consecutive trading days, the Company may redeem the outstanding convertible bonds in cash at their face value.
(2) From the day following three months after the issuance of the convertible bonds to 40 days before the maturity date, if the outstanding balance of the convertible bonds is less than 10% of the original total amount issued, the Company may redeem the outstanding convertible bonds in cash at their face value.
- Conversion method:
(1) Except during the suspension period for conversion, the bonds can be converted into the Company's common share from the day following three months after the issuance of the convertible bonds until the maturity date (i.e., from December 6, 2022, to September 5, 2025).
(2) Conversion Price and Adjustments: The conversion price for common share at the time of issuance was TWD 60.0 per share. The subsequent conversion price is adjusted according to the formula stipulated in the issuance terms. As of December 31, 2025, the conversion price was TWD 55.3 per share.
-
For collateral related to the corporate bonds of the Company, please refer to Note 31.
-
This convertible bond includes liability and equity components, with the equity component expressed under equity as capital surplus - convertible bonds subscription rights. The effective interest rate at initial recognition of the liability component was approximately 1.5994%.
As of September 5, 2025, convertible bonds with an aggregate principal amount of NT$38,100 thousand had been converted and the related registration procedures completed, of which NT$6,744 thousand was reclassified to share capital.
- 47 -
In addition, upon the exercise of the conversion rights, capital surplus - conversion options of convertible bonds originally recognized decreased by NT$3,106 thousand, and the discount on bonds payable decreased by NT$840 thousand.
The excess of the net carrying amount over the par value of the common shares issued upon conversion was recognized in capital surplus -share premium from conversion of convertible bonds, amounting to NT$33,622 thousand.
In September 2025, the Company repaid in cash the face value of NT$561,900 thousand for the matured outstanding convertible bonds and reclassified the equity component to "capital surplus - expired stock options" of NT$45,925 thousand.
| Issuance price (less transaction cost of 5,307 thousands) | $ 619,879 |
|---|---|
| Equity component | ( 49,031 ) |
| Deferred tax assets | 1,061 |
| Liability component on the issuance date | 571,909 |
| Liability component at January 1, 2024 | 584,228 |
| Interest calculated at an effective interest rate of 1.5994% | 8,971 |
| Conversion of corporate bonds into common shares | ( 37,060 ) |
| Liability component at January 1, 2025 | 556,139 |
| Interest calculated at an effective interest rate of 1.5994% | 5,961 |
| Conversion of corporate bonds into common shares | ( 200 ) |
| Redeemed at maturity on September 5, 2025 | ( 561,900 ) |
| Liability component at December 31, 2025 | $ - |
(II) The Company issued domestic fourth secured convertible bonds on June 9, 2025, with a total amount of NT$500,000 thousand, issued at 102.877% of the face value, with a coupon rate of 0%, and a maturity period of 3 years. The major issuance terms are as follows:
- Issuance period: June 9, 2025 to June 9, 2028.
- Material redemption terms:
(1) From the day following three months after the issuance of the convertible bonds to 40 days before the maturity date, if the closing
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price of the Company's common share exceeds the then-current conversion price by 30% (inclusive) for 30 consecutive trading days, the Company may redeem the outstanding convertible bonds in cash at their face value.
(2) From the day following three months after the issuance of the convertible bonds to 40 days before the maturity date, if the outstanding balance of the convertible bonds is less than 10% of the original total amount issued, the Company may redeem the outstanding convertible bonds in cash at their face value.
- Conversion method:
(1) Except during the suspension period for conversion, the bonds can be converted into the Company's common share from the day following three months after the issuance of the convertible bonds until the maturity date (i.e., from September 10, 2025, to June 9, 2028).
(2) Conversion Price and Adjustments: The conversion price for common share at the time of issuance was TWD 44.0 per share. The subsequent conversion price is adjusted according to the formula stipulated in the issuance terms. As of September 5, 2025, the conversion price was TWD 43.4 per share.
-
For collateral related to the corporate bonds of the Company, please refer to Note 31.
-
This convertible bond includes liability and equity components, with the equity component expressed under equity as capital surplus - convertible bonds subscription rights. The effective interest rate at initial recognition of the liability component was approximately 2.1428%.
| Issuance price (less transaction cost of 6,722 thousands) | $ 507,663 |
|---|---|
| Equity component | ( 41,002 ) |
| Financial assets measured at FVTPL | 891 |
| Deferred tax assets | 1,344 |
| Liability component on the issuance date | 468,896 |
| Interest calculated at an effective interest rate of 2.1428% | 5,893 |
| Liability component at December 31, 2025 | $ 474,789 |
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XIX. Notes payable and accounts payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes payable | ||
| Arising from operations | $ - | $ 218 |
| Accounts payable | ||
| Arising from operations | $ 168,572 | $ 136,010 |
| XX. Other liabilities | ||
| December 31, 2025 | December 31, 2024 | |
| Current | ||
| Other payables | ||
| Salary and bonus payable | $ 56,407 | $ 54,426 |
| Processing fees payable | 20,830 | 7,606 |
| Social insurance fees payable | 4,211 | 3,977 |
| Payables to contractors and equipment suppliers | 3,962 | 4,035 |
| Insurance fees payable | 2,146 | 1,944 |
| Service fees payable | 1,758 | 1,978 |
| Pension payable | 1,485 | 1,421 |
| Accrued profit sharing bonus to employees and compensation to directors | 986 | - |
| Accounts payable business tax | 814 | 2,779 |
| Others | 29,276 | 34,666 |
| $ 121,875 | $ 112,832 | |
| Other current liabilities | ||
| Sales revenue received in advance - Disposal of property | $ 6,744 | $ - |
| Collections on behalf of others | 1,106 | 1,042 |
| Others | 850 | 514 |
| $ 8,700 | $ 1,556 | |
| Non-current | ||
| Other liabilities | ||
| Deposits received | $ 587 | $ 584 |
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XXI. Retirement benefits plan
Defined contribution pension plan
The pension system of the Company within the Group, applicable under the "Labor Pension Act," is a defined contribution plan under government administration, to which 6% of employees' monthly salary is contributed to their personal accounts at the Bureau of Labor Insurance.
The employees of the Group's subsidiaries in Mainland China and Thailand are members of the retirement benefit plans operated by the respective local governments. Each subsidiary is required to contribute a specific proportion of salary costs to the retirement benefit plans. The Company's obligation to this government-operated retirement benefit plan is only to contribute a specific amount.
FULL ASSET GROUP L.L.C., FULLTEK GROUP L.L.C., Smart Technology Investment Co., Ltd., and CHELIC (BVI) Corp. have not established any employee retirement plans.
XXII. Equity
(I) Share capital
Common stock
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Authorized shares (in thousands) | 100,000 | 100,000 |
| Authorized capital | $1,000,000 | $1,000,000 |
| Issued and paid shares (in thousands) | 69,987 | 69,984 |
| Issued capital | $699,876 | $699,840 |
A holder of issued common shares with par value of NT$10 is entitled to vote and to receive dividends.
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(II) Capital surplus
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| May be used to offset a deficit, distributed in cash, or transferred to share capital (note) | ||
| Additional paid-in capital | $ 465,230 | $ 500,222 |
| From convertible bonds | 135,507 | 135,327 |
| Additional paid-in capital (Transferred employee stock options) | 570 | 570 |
| May only be used to offset a deficit | ||
| Expired convertible bond subscription rights (Note 18) | 92,906 | 46,982 |
| May not be used for any purpose | ||
| Convertible bond subscription rights (Note 18) | 41,002 | 45,940 |
| $ 735,215 | $ 729,041 |
Note: Such capital surplus may be used to offset a deficit and, if the Company has no deficit, may also be distributed as cash dividends or transferred to share capital. However, when transferring to share capital, it is limited to a certain percentage of the Company's paid-in capital each year.
(III) Retained earnings and dividend policy
The Company amended its Articles of Incorporation as approved by the shareholders' meeting on May 30, 2024, to stipulate its policy on the distribution of earnings. If there is a profit in a fiscal year, the Company shall first pay all applicable taxes, offset accumulated losses, and then appropriate 10% of the remaining balance as legal reserve. The remaining amount shall be appropriated or reversed as special reserve in accordance with applicable laws and regulations.
Any remaining balance, together with accumulated undistributed earnings, shall be proposed by the Board of Directors as a distribution plan and submitted to the shareholders' meeting for approval. Where dividends and bonuses to be distributed, or all or part of the legal reserve and capital surplus as provided under Paragraph 1, Article 241 of the Company Act, are to be distributed in cash, the board of directors
is authorized to resolve such distribution by a special resolution and report the same to the shareholders' meeting. Please refer to Note 24 (7) Employee compensations and directors' remuneration for the policy on allocation of employee compensations and directors' remuneration as stipulated in the Company's Articles of Incorporation.
According to the Company's Articles of Incorporation, the distribution ratio of cash dividends to shareholders is in principle not less than 10%. However, this ratio may be adjusted based on the current operating status of the Company, as proposed by the board of directors, and subject to approval by the shareholders' meeting.
Legal reserve shall be provided until reaching the Company's paid-in capital. The legal capital reserve may be used to offset a deficit. When the Company has no deficit, the portion of the legal capital reserve exceeding 25% of the total paid-in capital may be distributed in cash in addition to being transferred to share capital.
The appropriations and deficits compensation plans for the years ended December 31, 2024 and 2023 are as follows:
| 2024 | 2023 | |
|---|---|---|
| Reversal of special reserve appropriated | ($ 86,303) | $ 35,874 |
The appropriation of earnings and losses for 2023 was approved at the annual shareholders' meeting on May 30, 2024. In addition, the shareholders resolved on May 30, 2024 to distribute cash of NT$34,830 thousand from capital surplus arising from share premium, equivalent to NT$0.5 per share. The appropriations of earnings and losses for 2024 were approved at the annual shareholders' meeting on May 29, 2025. In addition, the board of directors resolved on March 4, 2025 to distribute cash of NT$34,992 thousand from capital surplus arising from share premium, equivalent to NT$0.5 per share.
The Parent Company's appropriations of earnings for the year ended December 31, 2025 are as follows:
| 2025 | |
|---|---|
| Legal reserve | $ 1,501 |
| Reversal of special reserve | ($ 21,002) |
| Cash dividends to shareholders | $ 13,898 |
| Cash dividends per share (NT$) | $ 0.2 |
Additionally, on March 4, 2026, the Parent company's Board of Directors resolved to distribute cash dividends of TWD 20,846 thousand from the capital surplus, giving TWD 0.3 per share.
The aforementioned cash dividend has been resolved by the Board of Directors, with the remainder subject to approval at the annual shareholders' meeting to be held on May 29, 2026.
(IV) Special reserve
The parent company appropriated and reversed special reserves in accordance with the FSC Letter No. 1090150022 and the "Q&A on the application after adopting International Financial Reporting Standards (IFRSs) regarding Special Reserve Appropriated." Details of the special reserve composition of the parent company for the Years Ended December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |
|---|---|---|
| Adjustments arising from first-time adoption of IFRSs | $ 18,245 | $ 18,245 |
| Amounts recognized as deductions from other equity components | 86,376 | 172,679 |
| $ 104,621 | $ 190,924 |
(V) Other equity items
- Exchange differences from the translation of financial statements of foreign operations
| 2025 | 2024 | |
|---|---|---|
| Beginning balance | ($ 101,957) | ($ 172,386) |
| Generated in the current year | ||
| Foreign currency exchange difference of foreign operations | 12,187 | 88,036 |
| Related income tax | ( 2,437) | ( 17,607) |
| Ending balance | ($ 92,207) | ($ 101,957) |
-
55 -
-
Unrealized Gain (Loss) on Financial Assets at FVTOCI
| 2025 | 2024 | |
|---|---|---|
| Beginning balance | $ 15,581 | ($ 293) |
| Generated in the current year | ||
| Unrealized gain or loss | ||
| Equity instruments | 11,252 | 15,874 |
| Ending balance | $ 26,833 | $ 15,581 |
(VI) Non-controlling interest
| 2025 | 2024 | |
|---|---|---|
| Beginning balance | $ 94,135 | $ 87,307 |
| Acquisitions of subsidiaries with additions in non-controlling interests | - | 48 |
| Share attributable to non-controlling interests | ||
| Net income (loss) for the year | 15,255 | 9,165 |
| Foreign currency exchange difference of foreign operations | 953 | 3,067 |
| Cash dividends of non-controlling interests | - | ( 5,452 ) |
| Ending balance | $110,343 | $ 94,135 |
(VII) Treasury stock
Relevant information on treasury stock held by the Company is as follows:
| Reason for inflow | Unit: (In Thousands)
Transfer shares to
employees |
| --- | --- |
| Number of shares at January 1, 2025 | - |
| Additions in the period | 500 |
| Decrease in the period | - |
| Number of shares at December 31, 2025 | 500 |
The Company's board of directors approved the first repurchase of treasury stock for employee transfer on September 26, 2025. A total of 500 thousand shares were repurchased from October to November 2025, with a repurchase amount of TWD 22,333 thousand.
The treasury stock held by the Company, in accordance with the Securities Exchange Act, cannot be pledged and does not enjoy rights such as dividend distribution and voting rights. The subsidiaries holding treasury shares are bestowed shareholders' rights, except the rights to participate in any share issuance for cash and to vote.
XXIII. Revenue
| 2025 | 2024 | |
|---|---|---|
| Revenue from contracts with customers | ||
| Pneumatic components | $ 1,104,178 | $ 1,103,989 |
| Precision metal manufacturing | 483,090 | 372,047 |
| Others | 15,683 | 15,452 |
| $ 1,602,951 | $ 1,491,488 |
(I) Contract balances
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Notes receivable and accounts receivable (Note 10) | $ 456,472 | $ 356,024 | $ 324,449 |
| Notes receivable from related parties and accounts receivable from related parties (Note 30) | $ 10,618 | $ 36,833 | $ 22,887 |
| Contract liabilities | |||
| Sales of goods | $ 13,909 | $ 12,129 | $ 8,466 |
The changes in the contract liability balances primarily result from the timing difference between the satisfaction of performance obligation and the customer's payment.
Revenue recognized in the current year that was included in contract liabilities at the beginning of the year and from performance obligations satisfied in prior periods is as follows:
| 2025 | 2024 | |
|---|---|---|
| Sales of goods | $ 12,129 | $ 8,466 |
(II) Disaggregation of revenue from contracts with customers
The Group is engaged in a single industry segment. Please refer to Note 36.
XXIV. Net profit of continuing operations
(I) Interest revenue
| 2025 | 2024 | |
|---|---|---|
| Bank deposits | $ 6,630 | $ 6,438 |
(II) Other income
| 2025 | 2024 | |
|---|---|---|
| Government grants | $ 5,110 | $ 5,756 |
| Others | 8,386 | 8,627 |
| $ 13,496 | $ 14,383 |
(III) Other gains and losses
| 2025 | 2024 | |
|---|---|---|
| Foreign currency exchange (losses) gains | ($ 4,217) | $ 6,664 |
| Gain on disposal of property, plant and equipment | 2,879 | 6,207 |
| Loss on financial assets at FVTPL | ( 441 ) | - |
| Gains on lease modifications | 1 | - |
| Others | ( 296 ) | ( 306 ) |
| ($ 2,074) | $ 12,565 |
(IV) Finance costs
| 2025 | 2024 | |
|---|---|---|
| Interest on bank loans | $ 17,367 | $ 19,911 |
| Interest on convertible bonds | 11,854 | 8,971 |
| Interest expense of lease liabilities | 1,251 | 730 |
| $ 30,472 | $ 29,612 |
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(V) Depreciation and amortization
| 2025 | 2024 | |
|---|---|---|
| Property, plant and equipment | $ 152,908 | $ 157,256 |
| Right-of-use assets | 12,650 | 10,570 |
| Intangible assets | 3,747 | 3,608 |
| $ 169,305 | $ 171,434 | |
| Depreciation expenses summarized by function | ||
| Cost of revenue | $ 109,709 | $ 121,886 |
| Operating expenses | 55,849 | 45,940 |
| $ 165,558 | $ 167,826 | |
| Amortization expense summarized by function | ||
| Operating expenses | ||
| Marketing | $ 16 | $ 46 |
| Administrative expenses | 2,834 | 1,810 |
| Research and development expenses | 897 | 1,752 |
| $ 3,747 | $ 3,608 |
(VI) Employee benefits expenses
| 2025 | 2024 | |
|---|---|---|
| Short-term employee benefits | $ 416,379 | $ 385,747 |
| Retirement benefits | ||
| Defined contribution pension plan | 24,738 | 31,116 |
| Total employee benefits expenses | $ 441,117 | $ 416,863 |
| Summarized by function | ||
| Cost of revenue | $ 239,173 | $ 226,371 |
| Operating expenses | 201,944 | 190,492 |
| $ 441,117 | $ 416,863 |
(VII) Employee compensations and directors’ remuneration
In accordance with the Company’s Articles of Incorporation, the Company appropriates directors’ remuneration at a rate not exceeding 5% and employees’ remuneration at a rate ranging from 0.5% to 5% of profit before tax for the current year, before deducting such remuneration. In accordance with the amendment to the Securities Exchange Act in August 2024, the Company has passed a resolution to amend the Articles of Incorporation at the shareholders’ meeting in 2025, stipulating that compensation to directors not exceed 5% and profit sharing bonus to employees range from 0.5% to 5% of the annual profit before tax and before the distribution of employee compensations and directors’ remuneration. Of the employees’ compensation to be appropriated, no less than 30% shall be allocated to non-executive (entry-level) employees. The Company had a net loss before tax for 2024, therefore, employee compensations and directors’ remuneration were not accrued. The compensation to employees and directors for 2025 was approved by the Board of Directors on March 4, 2026 as follows:
Estimated Ratio
| 2025 | |
|---|---|
| Compensation to employees | 3.00% |
| Renumeration to directors | 4.66% |
Amount
| 2025 | |
|---|---|
| Compensation to employees | $ 386 |
| Renumeration to directors | $ 600 |
If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in accounting estimate.
The information about compensation to employees and directors determined by the Board of Directors may be viewed at TWSE’s Market Observation Post System (MOPS).
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(VIII)Exchange gain or loss
| 2025 | 2024 | |
|---|---|---|
| Total foreign exchange gain | $ 20,200 | $ 11,612 |
| Total foreign exchange loss | ( 24,417 ) | ( 4,948 ) |
| Gain(loss) | ($ 4,217 ) | $ 6,664 |
XXV. Income tax attributable to continuing operations
(I) Income tax recognized in the profit or loss
Income tax expense consisted of the following:
| 2025 | 2024 | |
|---|---|---|
| Current income tax | ||
| Generated in the current year | $ 13,763 | $ 40,977 |
| Additional tax on undistributed earnings | 1,319 | - |
| Adjustments for the previous years | ( 2,617 ) | ( 10,980 ) |
| Current credit for repatriated overseas earnings toward tax payments | ( 1,073 ) | ( 15,137 ) |
| Investment tax credits utilized in the current period | - | ( 6,134 ) |
| 11,392 | 8,726 | |
| Deferred income tax | ||
| Generated in the current year | ( 3,415 ) | 4,719 |
| Income tax expense recognized in profit or loss | $ 7,977 | $ 13,445 |
The reconciliation of accounting income and income tax expense is as follows:
| 2025 | 2024 | |
|---|---|---|
| Profit (loss) before income tax | $ 36,795 | ($ 37,298) |
| Income tax expense calculated at the statutory tax rate on income (loss) before income tax | $ 7,359 | ($ 7,460) |
| Expenses not deductible for tax purposes (not included in taxable income) | 2,145 | 446 |
| Tax on repatriated earnings from subsidiary | 1,073 | 15,137 |
| Additional tax on undistributed earnings | 1,319 | - |
| Unrecognized deductible temporary differences and loss carryforwards | 3,920 | 40,903 |
| Effect of different tax rates for subsidiaries operated in other jurisdictions | ( 4,149) | ( 3,330) |
| Current income tax expense from prior years adjusted in the current year | ( 2,617) | ( 10,980) |
| Current credit for repatriated overseas earnings toward tax payments | ( 1,073) | ( 15,137) |
| Investment tax credits utilized in the current period | - | ( 6,134) |
| Income tax expense recognized in profit or loss | $ 7,977 | $ 13,445 |
The applicable tax rate in Taiwan is 20%.
The applicable tax rate for subsidiaries in China is 25%. However, SHANGHAI CHELIC PNEUMATIC CORP. and ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. have passed the high-tech enterprise
review with an applicable tax rate of 15%. Tax amounts generated in other jurisdictions are calculated based on the applicable rates in those jurisdictions.
(II) Income tax recognized in the other comprehensive income
| 2025 | 2024 | |
|---|---|---|
| Deferred income tax | ||
| Generated in the current year | ||
| Financial statement | ||
| translation differences of foreign operations | ($ 2,437) | ($ 17,607) |
(III) Current tax assets and liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current tax liability assets | ||
| Tax refund receivables | $ 8,175 | $ 9,624 |
| Current income tax liabilities | ||
| Income taxes payable | $ 2,492 | $ 3,263 |
(IV) Deferred income tax assets and liabilities
The changes in deferred income tax assets and liabilities are as follows:
2025
| Deferred tax assets | Beginning balance | Recognized in the profit or loss | Recognized in the other comprehensive income (loss) | Other Changes (Note) | Ending balance |
|---|---|---|---|---|---|
| Temporary differences | |||||
| Write-downs of inventories | $ 11,842 | ($ 374) | $ - | $ - | $ 11,468 |
| Unrealized exchange loss | - | 905 | - | - | 905 |
| Unrealized gross profit on sales with subsidiary | 4,301 | ( 1,078 ) | - | - | 3,223 |
| Foreign currency exchange difference of foreign operations | 25,488 | - | ( 2,437 ) | - | 23,051 |
| Convertible bonds issuance costs | 235 | ( 497 ) | - | 1,344 | 1,082 |
| 41,866 | ( 1,044 ) | ( 2,437 ) | 1,344 | 39,729 | |
| Loss carryforwards | - | 3,713 | - | - | 3,713 |
| $ 41,866 | $ 2,669 | ($ 2,437 ) | $ 1,344 | $ 43,442 | |
| Deferred income tax liabilities | |||||
| Temporary differences | |||||
| Unrealized exchange gains | $ 746 | ($ 746 ) | $ - | $ - | $ - |
2024
| Deferred tax assets | Beginning balance | Recognized in the profit or loss | Recognized in the other comprehensive income (loss) | Ending balance |
|---|---|---|---|---|
| Temporary differences | ||||
| Write-downs of inventories | $ 14,655 | ($ 2,813 ) | $ - | $ 11,842 |
| Unrealized exchange loss | 251 | ( 251 ) | - | - |
| Unrealized gross profit on sales with subsidiary | 4,856 | ( 555 ) | - | 4,301 |
| Foreign currency exchange difference of foreign operations | 43,095 | - | ( 17,607 ) | 25,488 |
| Convertible bonds issuance costs | 589 | ( 354 ) | - | 235 |
| $ 63,446 | ($ 3,973 ) | ($ 17,607 ) | $ 41,866 | |
| Deferred income tax liabilities | ||||
| Temporary differences | ||||
| Unrealized exchange gains | $ - | $ 746 | $ - | $ 746 |
Note: Of which, deferred income tax assets amounting to 1,344 thousand yuan is recognized as a deduction from bonds payable.
(V) The amount of unused loss carryforwards for which deferred income tax assets have not been recognized in the consolidated balance sheets.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Loss carryforwards | ||
| Year of maturity 2026 | $ 15,994 | 15,930 |
| Year of maturity 2027 | 1,060 | 1,055 |
| Year of maturity 2028 | 48,741 | 48,546 |
| Year of maturity 2029 | 83,795 | 72,793 |
| Year of maturity 2030 | 9,907 | - |
| $ 159,497 | $ 138,324 |
(VI) The aggregated amount of temporary differences associated with investments for which deferred income tax liabilities have not been recognized.
As of December 31, 2025 and 2024, the taxable temporary differences associated with investments in subsidiaries for which deferred income tax liabilities
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have not been recognized amounted to NT$1,141,468 thousand and NT$1,100,215 thousand, respectively.
(VII) Income tax examination
The Parent company's income tax returns through Year Ended December 31, 2023, have been examined and approved by the tax authorities.
There are no significant pending tax litigation cases for other overseas subsidiaries.
XXVI. Earnings (Losses) per share
| 2025 | 2024 | |
|---|---|---|
| Basic earnings (loss) per share | $ 0.19 | ($ 0.86) |
| Diluted earnings per share | $ 0.19 |
The profit (loss) for the year and weighted average number of common shares used in the computation of earnings (loss) per share are as follows:
Net profit (loss) for the year
| 2025 | 2024 | |
|---|---|---|
| Net profit (loss) for the year | $ 13,563 | ($ 59,908) |
| Interest on convertible bonds after tax | — | |
| Net income used in the computation of diluted EPS | $ 13,563 |
Number of Shares
| 2025 | 2024 | |
|---|---|---|
| Net income used in the computation of Basic EPS | ||
| Weighted average number of common shares (Loss) per share | 69,889 | 69,747 |
| Effect of potentially dilutive ordinary shares: | ||
| Profit sharing bonus to employees | 10 | |
| Convertible bonds (Note) | — | |
| Weighted average number of common shares used in the computation of diluted EPS (in thousands) | 69,889 |
Note: The merged company's convertible bonds for the years ended December 31, 2025, were not included in the computation of diluted EPS due to their anti-dilutive effect. The consolidated company had a net loss after tax for the Year Ended December 31, 2024, and due to its anti-dilutive effect, diluted EPS was not calculated.
If the merged company can choose to distribute the profit sharing bonus to employees in stock or cash dividends, it is assumed that the profit sharing bonus to employees will be distributed in stock when calculating the Diluted EPS. The potential capital stock, when dilutive, is included in the weighted average shares outstanding to calculate Diluted EPS. When calculating the diluted EPS prior to the Board of Directors' resolution on the number of shares to be distributed as employees' compensation in the following year, the dilutive effect of these potential ordinary shares is also considered.
XXVII. Cash flow information
(I) Non-cash transactions
The Group conducted the following non-cash transactions in investing activities for the years ended December 31, 2025 and December 31, 2024:
| 2025 | 2024 | |
|---|---|---|
| Partially paid cash to acquire property, plant and equipment. | ||
| Acquisition of property, plant and equipment | $ 104,609 | $ 63,745 |
| Net changes in payables for equipment | 73 | 5,992 |
| Cash payments | $ 104,682 | $ 69,737 |
| Partially received cash from the disposal of property, plant and equipment. | ||
| Proceeds from disposal of property, plant and equipment | $ 6,482 | $ 22,907 |
| Net change in other receivables from related parties | - | 10,155 |
| Cash dividends | $ 6,482 | $ 33,062 |
(II) Reconciliation of liabilities arising from financing activities
2025
| Non-cash Changes | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| January 1, 2023 | Financing Cash Flow | Equity component | Assets component | Additions losses Modifications | Interest expense amortization amount | Foreign exchange impact amount | Others | Ending balance | |
| Short-term loans | $ 269,560 | ($ 51,665) | $ - | $ - | $ - | $ - | ($ 455) | $ - | $ 217,440 |
| Bonds payable (including those due within one year) | 556,139 | ( 54,237) | ( 41,202) | 2,235 | - | 11,854 | - | - | 474,789 |
| Long-term borrowings (including those due within one year) | 369,307 | 158,725 | - | - | - | - | - | - | 528,032 |
| Deposits received | 584 | - | - | - | - | - | 3 | - | 587 |
| Lease liabilities | 21,929 | ( 8,189) | - | - | 6,973 | 1,251 | ( 337) | ( 1,251) | 20,376 |
| $1,217,519 | $ 44,634 | ($ 41,202) | $ 2,235 | $ 6,973 | $ 13,105 | ($ 789) | ($ 1,251) | $1,241,224 |
2024
| Non-cash Changes | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| January 1, 2024 | Financing Cash Flow | Equity component | Additions losses Modifications | Interest expense amortization amount | Foreign exchange impact amount | Others | Ending balance | ||
| Short-term loans | $ 286,540 | ($ 20,000) | $ - | $ - | $ - | $ 3,020 | $ - | $ 269,560 | |
| Bonds payable (including those due within one year) | 584,228 | - | ( 37,060 ) | - | 8,971 | - | - | 556,139 | |
| Long-term borrowings (including those due within one year) | 402,836 | ( 33,529 ) | - | - | - | - | - | 369,307 | |
| Deposits received | 565 | - | - | - | - | 19 | - | 584 | |
| Lease liabilities | 25,776 | ( 7,224 ) | - | 2,072 | 730 | 1,305 | ( 730 ) | 21,929 | |
| $1,299,945 | ($ 60,753 ) | ($ 37,060 ) | $ 2,072 | $ 9,701 | $ 4,344 | ($ 730 ) | $1,217,519 |
XXVIII. Capital risk management
The merged company conducts capital management to ensure that, under the premise of continued operations, shareholder returns are maximized by optimizing the balance of debt and EQUITY. The overall strategy of the Group has not changed in recent years.
The capital structure of the consolidated company consists of the consolidated company's net debt (i.e., loans minus cash) and equity (i.e., capital stock, capital surplus, retained earnings, and others).
The Group is not subject to any other external capital requirements.
The Group's key management regularly reviews the capital structure of the Group, taking into consideration the Cost and associated risks of each type of capital. Based on the recommendations of key management, the Group will balance its overall capital structure by paying dividends, issuing new shares, and obtaining loans from financial institutions.
XXIX. Financial instruments
(I) Fair value of financial instruments that are not measured at fair value
Except as described below, the management of the consolidated company believes that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values.
December 31, 2025
| Book value | Fair value | ||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial liabilities | |||||
| Financial liabilities at amortized costs: | |||||
| - Convertible corporate bonds | $ 474,789 | $ - | $ - | $ 481,150 | $ 481,150 |
December 31, 2024
| Book value | Fair value | ||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial liabilities | |||||
| Financial liabilities at amortized costs: | |||||
| - Convertible corporate bonds | $ 556,139 | $ - | $ - | $ 556,538 | $ 556,538 |
The fair value measurement of the Level 3 convertible bond component mentioned above uses the binomial tree convertible bond valuation model. This model reflects the fair value of convertible bonds by incorporating market risks and significant unobservable inputs, such as stock price volatility, risk-free interest rate, risk discount rate, and liquidity risk.
(II) Fair value of financial instruments that are measured at fair value on a recurring basis
- Fair value hierarchy
December 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets measured at FVTPL | ||||
| Options related to convertible bonds | $ - | $ - | $ 450 | $ 450 |
| Financial assets measured at FVOCI | ||||
| Investments in equity instruments | ||||
| - Domestic unlisted ordinary share | $ - | $ - | $ 1,523 | $ 1,523 |
| - Unlisted shares in foreign markets | - | - | 50,029 | 50,029 |
| $ - | $ - | $ 51,552 | $ 51,552 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets measured at FVOCI | ||||
| Investments in equity instruments | ||||
| - Domestic unlisted ordinary share | $ - | $ - | $ - | $ - |
| - Unlisted shares in foreign markets | - | - | 38,658 | 38,658 |
| $ - | $ - | $ 38,658 | $ 38,658 |
There were no transfers between Level 1 and Level 2 fair value measurements in the years ended December 31, 2025 and December 31, 2024.
- Reconciliation of financial instruments measured at fair value using Level 3 inputs
2025
| Financial assets measured at FVTPL | Derivative financial instruments - Options related to convertible bonds |
|---|---|
| Beginning balance | $ - |
| Additions - Issuance of convertible bonds | 891 |
| Recognized in profit or loss (Other gains and losses) | ( 441 ) |
| Ending balance | $ 450 |
| Financial assets | Equity instruments measured at fair value through other comprehensive income financial assets |
| Beginning balance | $ 38,658 |
| Additions | 1,080 |
| Recognized in other comprehensive income (unrealized gains or losses on financial assets at fair value through other comprehensive income) | 11,252 |
| Foreign exchange impact amount | 562 |
| Ending balance | $ 51,552 |
2024
| Financial assets | Equity instruments measured at fair value through other comprehensive income financial assets |
|---|---|
| Beginning balance | $ 21,933 |
| Recognized in other comprehensive income (unrealized gains or losses on financial assets at fair value through other comprehensive income) | 15,874 |
| Foreign exchange impact amount | 851 |
| Ending balance | $ 38,658 |
- Valuation Techniques and Inputs for Level 3 Fair Value Measurements
| Categories of financial instruments | Valuation Technique and Inputs |
|---|---|
| Options related to convertible bonds | Binomial tree model for convertible bond valuation: The model considers factors including the term of the bonds, the price and volatility of the underlying shares, the conversion price, the risk-free interest rate, the discount rate reflecting credit risk, and the liquidity risk of the convertible bonds. |
| Unlisted shares in the domestic and foreign markets | The fair value is estimated based on the net asset value from the recent financial statements of the investee company and the market approach while considering a discount for liquidity. This assessment takes into account the valuations of similar companies and the operating performance of the investee. |
- 69 -
(III) Categories of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Measured at amortized cost | ||
| (Note 1) | $ 1,315,489 | $ 1,224,008 |
| FVTPL | ||
| Mandatorily measured at fair value through profit or loss | 450 | - |
| Investments in equity instruments at FVTOCI | 51,552 | 38,658 |
| Financial liabilities | ||
| Measured at amortized cost | ||
| (Note 2) | 1,445,689 | 1,380,459 |
Note 1: Including cash and cash equivalents, financial assets at amortized cost, notes receivable (including related parties), accounts receivable (including related parties), other receivables (excluding tax refund receivables), and refundable deposits, all measured at amortized cost as financial assets.
Note 2: Including short-term loans, notes payable, accounts payable, bonds payable (including portions due within one year), other payables (including related parties; excluding salary and bonus payable, employee bonuses and director remuneration payable, pension payable, labor and health insurance payable, business tax payable, social insurance fees payable, and insurance fees payable), long-term loans (including portions due within one year), and guarantee deposits, all measured at amortized cost as financial liabilities.
(IV) Financial risk management objectives and policies
The Group's primary financial instruments include cash and cash equivalents, notes receivable, accounts receivable, short-term loans, accounts payable, bonds payable, lease liabilities, and long-term borrowings. The financial risks associated with operations in the above financial instruments include market risk (including currency risk, interest rate risk, and other price risk), credit risk, and liquidity risk.
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-
71 -
-
Market Risk
The main financial risks borne by the Group's operating activities are the risk of foreign exchange movement (refer to below (1)), interest rate risk (refer to below (2)), and other price risk (refer to below (3)).
(1) Exchange rate risk
The Group engages in sales and purchase transactions denominated in foreign currencies, which exposes the Group to risks of foreign exchange movement. The management of the Group's exposure to exchange rate risk primarily relies on natural hedging of net foreign exchange positions within the permitted scope of policies.
On the balance sheet date, for the merged company, the carrying amounts of monetary assets and monetary liabilities denominated in non-functional currencies (including monetary items denominated in non-functional currencies that have been written-off in the consolidated financial statements) are detailed in Note 34.
Sensitivity Analysis
The Group is mainly affected by fluctuations in the USD, RMB, and EUR exchange rates.
The table below provides a detailed sensitivity analysis of the consolidated company when the exchange rate of the New Taiwan dollar (functional currency) increases and decreases by 1% against each relevant foreign currency. The 1% is the sensitivity ratio used internally in reporting currency risk to the key management personnel of the Group, and it also represents the management's assessment of the reasonable possible range of changes in foreign exchange rates. The sensitivity analysis includes only the outstanding foreign currency monetary items, and their conversion at the end of the period is adjusted for a 1% change in the exchange rate. The scope of the sensitivity analysis includes cash and cash equivalents, accounts receivable, accounts payable, short-term loans, and intercompany receivables and payables with foreign operations. The positive numbers in the table indicate the amount by which profit before tax or equity would increase when the New Taiwan dollar depreciates by 1% against each relevant foreign currency; conversely, when the New Taiwan dollar appreciates
by 1% against each relevant foreign currency, the impact on profit before tax or equity would be the same amount but negative.
| Profit or loss | Impact of USD | Impact of RMB | Impact of EUR | |||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| $ 326(i) | $ 324(i) | $ 80(ii) | $ 2,081(ii) | $ 337(iii) | $ 51(iii) |
(i) Mainly due to the Group's outstanding U.S. dollar-denominated cash and cash equivalents, accounts receivable, accounts payable, and loans as of the balance sheet date that have not been hedged for cash flow.
(ii) Mainly due to the Group's outstanding RMB-denominated cash and cash equivalents, accounts receivable, and accounts payable as of the balance sheet date that have not been hedged for cash flow.
(iii) Mainly due to the Group's outstanding EUR-denominated cash and cash equivalents, and accounts receivable as of the balance sheet date that have not been hedged for cash flow.
The Group's sensitivity to USD exchange rate change has not significantly differed this year; the sensitivity to RMB exchange rate has decreased mainly due to a decrease in net assets denominated in RMB, while the sensitivity to EUR exchange rate has increased primarily due to an increase in assets denominated in EUR.
(2) Interest rate risk
The carrying amounts of the Group's financial assets and financial liabilities exposed to interest rate risk on the balance sheet date are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Fair value interest rate risk | ||
| - Financial assets | $ 271,576 | $ 56,545 |
| - Financial liabilities | 712,605 | 767,628 |
| Cash flow interest rate risk | ||
| - Financial assets | 560,971 | 763,197 |
| - Financial liabilities | 528,032 | 449,307 |
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Sensitivity Analysis
The following sensitivity analysis is determined by the interest rate risk exposure of non-derivative instruments on the reporting date. For liabilities with floating interest rates, the analysis assumes that the amount of liabilities outstanding on the balance sheet date has been outstanding throughout the reporting period. The rate of change used internally in reporting interest rates to the management from the Group is 1% increase or decrease in interest rates, representing the management's evaluation of the reasonable range of possible changes in interest rates.
If the interest rate increases/decreases by 1%, with all other variables remaining constant, the Income (loss) before income tax for the Group in the years ended December 31, 2025 and December 31, 2024 would increase/decrease by NT$329 thousand and NT$3,139 thousand, respectively. This is mainly due to the interest rate risk positions arising from the Group's bank deposits and bank loans at floating interest rates.
The decrease in interest rate sensitivity this year is due to a decrease in net assets with floating interest rates.
(3) Other price risk
The consolidated company is exposed to equity price risk arising from equity securities investments. The equity investment is not held for trading but is a strategic investment, and the Group is not actively trading these investments.
Sensitivity Analysis
The following sensitivity analysis is conducted based on the equity price risk as of the balance sheet date.
If equity prices were to increase/decrease by 5%, the Year Ended December 31, 2025 and Year Ended December 31, 2024 pre-tax OTHER COMPREHENSIVE INCOME (LOSS) would increase/decrease by NT$2,578 thousand and NT$1,933 thousand, respectively, due to the Changes in fair value of financial assets at FVTOCI.
The sensitivity of the consolidated company to equity securities investments has increased, mainly due to an increase in the Fair Value of equity securities held.
- Credit Risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in financial losses to the Group. As of the balance sheet date, the Group's maximum credit risk exposure, which may cause financial losses due to counterparties failing to fulfill their obligations, primarily arises from the carrying amount of financial assets recognized in the CONSOLIDATED BALANCE SHEETS.
The policy of the Group is to transact only with creditworthy counterparties and to obtain adequate guarantee where necessary to mitigate the risk of financial losses due to defaults. The Group rates its major customers based on credit reports provided by independent rating agencies or uses other publicly available financial information and mutual transaction records. The Group continuously monitors credit exposure and counterparties' credit categories, and controls credit exposure through counterparties' credit limits that are reviewed and approved by authorized managers.
The Group continuously evaluates the financial status of accounts receivable customers. Additionally, on the balance sheet date, the Group reviews the recoverable amount of accounts receivable individually to ensure that appropriate impairment losses are recognized for uncollectible accounts.
The Group's customer base is large and unrelated to each other, so the concentration of credit risk is not high.
- Liquidity Risk
The merged company supports group operations and mitigates the impact of fluctuations in financing cash flow by managing and maintaining adequate positions of cash and cash equivalents. The management of the Group oversees the utilization of bank financing facilities and ensures compliance with the terms of loan agreements.
Bank loans are an important source of liquidity for the Group. As of December 31, 2025 and 2024, for unused financing amounts of the consolidated company, please refer to Note (2) on financing amounts.
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(1) Liquidity and interest rate risk for non-derivative financial liabilities
The remaining contractual maturity analysis of non-derivative financial liabilities is prepared based on the earliest date the Group may be required to repay, using undiscounted cash flows of financial liabilities (including principal and estimated interest). Therefore, bank loans of the merged company that may be required to be repaid immediately are listed within the earliest period in the table below, without considering the probability of the bank's immediate execution of this right. The maturity analysis of other non-derivative financial liabilities is prepared based on the agreed repayment dates.
December 31, 2025
| Payable on demand or less than 1 month | 1-3 months | 3 months-1 year | 1-5 Years | Over 5 year | |
|---|---|---|---|---|---|
| Non-derivative financial liabilities | |||||
| Non-interest-bearing liabilities | $ 119,682 | $ 88,751 | $ 16,408 | $ 587 | $ - |
| Short-term loans | 170,457 | - | 49,456 | - | - |
| Long-term borrowings (including those due within one year) | 4,335 | 8,670 | 51,754 | 414,733 | 84,712 |
| Bonds payable (including those due within one year) | - | - | - | 500,000 | - |
| Lease liabilities | 802 | 1,584 | 6,923 | 12,377 | - |
| $ 295,276 | $ 99,005 | $ 124,541 | $ 927,697 | $ 84,712 |
December 31, 2024
| Payable on demand or less than 1 month | 1-3 months | 3 months-1 year | 1-5 Years | Over 5 year | |
|---|---|---|---|---|---|
| Non-derivative financial liabilities | |||||
| Non-interest-bearing liabilities | $ 84,691 | $ 85,946 | $ 14,232 | $ 584 | $ - |
| Short-term loans | 228,090 | 22,390 | 22,390 | - | - |
| Long-term borrowings (including those due within one year) | 3,420 | 6,840 | 67,879 | 288,898 | 22,072 |
| Bonds payable (including those due within one year) | - | - | 562,100 | - | - |
| Lease liabilities | 616 | 1,197 | 5,495 | 16,396 | - |
| $ 316,817 | $ 116,373 | $ 672,096 | $ 305,878 | $ 22,072 |
The amount of floating-rate instruments classified as non-derivative financial liabilities will change due to the difference between the floating rate and the interest rate estimated on the balance sheet date.
(2) Credit line of financing facilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Secured bank loans | ||
| credit line | ||
| - Amount utilized | $ 428,032 | $ 369,307 |
| - Amount | ||
| unutilized | - | - |
| $ 428,032 | $ 369,307 | |
| Unsecured bank loans | ||
| line | ||
| - Amount utilized | $ 317,440 | $ 269,560 |
| - Amount | ||
| unutilized | 747,440 | 744,780 |
| $ 1,064,880 | $ 1,014,340 |
The Group issued domestic third and fourth convertible bonds on September 5, 2022, and June 9, 2025, respectively, with total amounts of NT$600,000 thousand and NT$500,000 thousand. The issuance was guaranteed by banks.
XXX. Related Party Transactions
Intercompany transactions, account balances, income, and expenses between the Company and its subsidiaries, which are related parties of the Company, have been fully eliminated upon consolidation; therefore, those items are not disclosed in this note. The transactions between the Group and other related parties are as follows:
(I) Related party name and categories
| Name | Related Party Categories |
|---|---|
| Jihsiang Automation Co., Ltd. (Jihsiang Company) | Substantial related party |
| Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | Substantial related party |
| Li Jin-Yue (Spouse of the Subsidiary's key management personnel) | Substantial related party |
- 77 -
(II) Revenue
| Item | Related Party Categories | 2025 | 2024 |
|---|---|---|---|
| Sales | Substantial related party | ||
| Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | $ 18,537 | $ 122,943 | |
| Jihsiang Company | 26,955 | 19,193 | |
| $ 45,492 | $ 142,136 |
Sales to related parties for standard specifications are priced on a cost-plus basis, while the price for special specifications are determined through negotiation, with payment terms of T/T 120 to 180 days. Pricing for non-related parties is determined through negotiation, with payment terms of net 30 to 180 days from the end of the month of the invoice date.
(III) Purchase
| Related Party Categories | 2025 | 2024 |
|---|---|---|
| Substantial related party | ||
| Shanghai Bangye | ||
| Pneumatic & Hydraulic Components Co., Ltd. | ||
| (Shanghai Bangye) | $ 16,046 | $ 13,983 |
| Jihsiang Company | 24 | 79 |
| $ 16,070 | $ 14,062 |
Purchases are priced at cost-plus, with payment terms of net 90 days from the end of the month of when the invoice is issued. Pricing for non-related parties is determined through negotiation, with payment terms of net 45 to 90 days from the end of the month of the invoice date.
(IV) Receivables from related parties (excluding loans to related parties)
| Item | Relationship with the Company/ Related Party | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Notes receivable from related parties (Notes Four, 10, 23, and 30) | Substantial related party | ||
| Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | $ - | $ 2,239 | |
| Accounts receivable from related parties | Substantial related party | ||
| Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | $ - | $ 27,942 | |
| Jihsiang Company | 10,618 | 6,652 | |
| $ 10,618 | $ 34,594 |
The outstanding receivables from related parties are all not past due and are not covered by guarantees. No allowance for losses was provided for receivables from related parties for the year ended December 31, 2025 and the year ended December 31, 2024.
(V) Payables to related parties
| Item | Relationship with the Company/ Related Party | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Other payables to related parties (Note 30) | Substantial related party | ||
| Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | $ 443 | $ 356 |
The outstanding payables to related parties balance is not secured against collateral.
(VI) Prepayments (classified under other current assets)
| Relationship with the Company/ Related Party | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Substantial related party / Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | $ 3,118 | $ 3,901 |
(VII) Advance receipts (classified under other current liabilities)
| Relationship with the Company/ Related Party | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Substantial related party / Li Jinyue | $ 6,744 | $ - |
(VIII) Others
| 2025 | 2024 | |
|---|---|---|
| Processing fees - Substantial related party / Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. (Shanghai Bangye) | $ 5,635 | $ 4,100 |
(IX) Compensation of key management personnel
| 2025 | 2024 | |
|---|---|---|
| Short-term employee benefits | $ 20,940 | $ 18,247 |
| Retirement benefits | 618 | 489 |
| $ 21,558 | $ 18,736 |
The remuneration to directors and other key management was decided by the Remuneration Committee according to personal performance and market trends.
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XXXI. Pledged and Mortgaged Assets
The following assets have been provided as collateral for financing borrowings and bonds payable:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Property, plant and equipment | ||
| Self-owned land | $ 262,264 | $ 262,264 |
| Buildings | 595,719 | 612,697 |
| 857,983 | 874,961 | |
| Right-of-use assets - Land use rights | 83,748 | 85,360 |
| $ 941,731 | $ 960,321 |
XXXII. Significant Contingent Liabilities and Unrecognized Contract Commitments
Except as described in other notes, the Group had the following significant commitments as of the balance sheet date:
The unrecognized contractual commitments of the Group are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Acquisition of property, plant and equipment | $ 3,429 | $ - |
XXXIII. Significant Subsequent Events: None.
XXXIV. The significant financial assets and liabilities denominated in foreign currencies were as follows:
The following information was summarized according to the foreign currencies other than the functional currencies of the consolidated entities. The exchange rates disclosed were used to translate the foreign currencies into the functional currency. The significant financial assets and liabilities denominated in foreign currencies were as follows:
December 31, 2025
| | Foreign Currencies
(In Thousands) | Exchange rate | Book value |
| --- | --- | --- | --- |
| Financial assets | | | |
| Monetary items | | | |
| USD | $ 635 | 31.4300 (USD: NTD) | $ 19,944 |
| USD | 210 | 6.9907 (USD: RMB) | 6,606 |
| USD | 192 | 31.3704 (USD: THB) | 6,031 |
| RMB | 1,768 | 4.4960 (USD: NTD) | 7,949 |
| RMB | 27 | 0.1430 (RMB: USD) | 123 |
| EUR | 101 | 36.9000 (EUR: NTD) | 3,717 |
| EUR | 812 | 8.2073 (EUR: RMB) | 29,964 |
| Financial liabilities | | | |
| Monetary items | | | |
| RMB | 9 | 4.4960 (USD: NTD) | 39 |
December 31, 2024
| | Foreign Currencies
(In Thousands) | Exchange rate | Book value |
| --- | --- | --- | --- |
| Financial assets | | | |
| Monetary items | | | |
| USD | $ 987 | 32.7850 (USD: NTD) | $ 32,379 |
| USD | 475 | 7.3213 (USD: RMB) | 15,551 |
| RMB | 37,347 | 4.4780 (USD: NTD) | 167,239 |
| JPY | 367 | 0.2099 (JPY: NTD) | 77 |
The exchange gain or loss (realized and unrealized) for the Years Ended December 31, 2025 and 2024 were NT$(4,217) thousand and NT$6,664 thousand, respectively. Since there were varieties of foreign currency transactions and functional currencies within the subsidiaries of the Company, the Company was unable to disclose foreign exchange gain (loss) towards each foreign currency with significant impact.
XXXV. Supplementary Disclosure
(I) Information on Significant Transactions:
- Financings provided to others (Table 1)
- Endorsement/ guarantee provided: None
- Significant marketable securities held at the end of the period (excluding investments in subsidiaries, associates, and joint ventures). (Table 2)
- TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT
LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL. (Table 3)
-
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL. (Table 4)
-
Others: The business relationship between the parent and the subsidiaries and significant transactions between them: See Table 8 attached; (Table 5)
(II) Information on Investees Companies (Table 6)
(III) Information on investment in mainland China:
-
The name of the investee in mainland China, the main businesses activities and products, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 7)
-
The following significant transactions occurred with the investee company in mainland China, directly or indirectly through a third region, including their prices, terms of payment, and unrealized gain or loss: (Table 7)
(1) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
(2) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
(3) The amount of property transactions and the amount of the resultant gains or losses.
(4) The balance, end of period, of notes endorsed/guaranteed or collaterals provided and their purpose.
(5) The maximum balance of financial accommodation, end of year balance, interest rate range, and total interest for the period.
(6) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.
(IV) The situation where a subsidiary holds shares in a parent company should separately list the Name of Investee, Total Shares Owned, Amount, and reasons: None.
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XXXVI. Department Information
The chief operating decision maker regards the sales units of pneumatic components in various regions as individual operating segments. However, for the purpose of preparing financial reports, the Group considers the following factors and aggregates these operating segments as a single operating segment, thus OPERATING SEGMENTS INFORMATION is not applicable.
- The nature of the products is similar;
- The product pricing strategy and sales model are similar.
(I) Revenue from main products and services
The analysis of revenue from main products and services of the Group's continuing operations is as follows:
| 2025 | 2024 | |
|---|---|---|
| Pneumatic components | $ 1,104,178 | $ 1,103,989 |
| Precision metal manufacturing | 483,090 | 372,047 |
| Other products | 15,683 | 15,452 |
| $ 1,602,951 | $ 1,491,488 |
(II) Geography Information
The Group primarily operates in 2 regions - Taiwan and China.
The revenue from external customers of the Group's continuing operations is categorized by location of operation, and the information of non-current assets is listed by asset location as follows:
| Revenue from External Customers | NON-CURRENT ASSETS | |||
|---|---|---|---|---|
| 114 years | 113 years | |||
| 2025 | 2024 | December 31 | December 31 | |
| Taiwan | $ 203,848 | $ 139,459 | $ 667,418 | $ 660,918 |
| China | 1,382,146 | 1,352,029 | 1,448,947 | 1,515,972 |
| Thailand | 16,957 | - | 25,260 | 2,586 |
| $1,602,951 | $1,491,488 | $2,141,625 | $2,179,476 |
Non-current assets do not include financial assets at FVTOCI and deferred income tax assets.
(III) Information on major customers.
No revenue from any single customer accounted for more than 10% of the consolidated statements of comprehensive income net revenue for the years ended December 31, 2025 and 2024.
TAIWAN CHELIC CO., LTD. and Subsidiaries
Loans to External Parties
January 1 to December 31, 2025
Table 1
Unit: In Thousands of New Taiwan Dollars and Foreign Currencies
| No. (Note 1) | Lender of funds | Borrower of funds | Transaction title | Are they related parties | Maximum balance for the Period (Note 2) | Ending Balance (Note 2) | The actual disbursed Amount | Range of Interest Rates (%) | Nature for Financing (Note 3) | Business transaction amount | Reasons for necessity of short- term financing | Allowance for Bad Debts | Collateral | Loan limit amount for each individual | Total limit on financing amount | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | |||||||||||||||
| 0 | TAIWAN CHELIC CO., LTD. | CHELIC TECHNOLOGY (THAILAND) CO., LTD. | Other receivables due from related parties | Yes | $ 20,000 | $ 20,000 | $ 10,000 | 4.00% | 2 | $ - | Operating capital | $ - | None | - | $ 284,121 (Note 4) | $ 1,136,483 (Note 4) |
| 1 | SHANGHAI CHELIC PNEUMATIC CORP. | CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Other receivables due from related parties | Yes | 134,880 RMB 30,000 | 134,880 RMB 30,000 | 134,880 RMB 30,000 | 2.50% | 2 | - | Operating capital | - | None | - | 567,014 (Note 4) | 567,014 (Note 4) |
| 1 | SHANGHAI CHELIC PNEUMATIC CORP. | ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. | Other receivables due from related parties | Yes | 89,920 RMB 20,000 | 44,960 RMB 10,000 | 5,395 RMB 1,200 | 3.60% | 2 | - | Operating capital | - | None | - | 141,753 (Note 5) | 567,014 (Note 5) |
Note 1: For the column of the issuer, please fill in "0."
Investee is numbered starting from number 1.
Note 2: The maximum balance for the period and the ending balance has been approved by the board of directors.
Note 3: 1. A company that has business dealings with the lender.
2. A company with short-term financing needs.
Note 4: For foreign companies in which the Company directly and indirectly holds 100% of the voting shares, engaging in inter-company lending requires the need for short-term financing and is limited to one year. The amount of financing and the total amount of loans to any individual companies shall not exceed 40% of the net worth of the lending company as stated in its most recent financial statements audited or reviewed by a CPA. The total amount of loans to related enterprises in need of short-term financing shall not exceed 40% of the net worth of the lending company as stated in the most recent financial statements audited or reviewed by a CPA. For related parties of the Company requiring short-term financing, the amount of loans to an individual company shall not exceed 10% of the worth value of the lending company as stated in its most recent financial statements audited or reviewed by a CPA. The total amount of loans shall not exceed 40% of the worth value of the lending company as stated in its most recent financial statements of audited or reviewed by a CPA.
Note 5: For foreign companies in which the Company does not directly and indirectly hold 100% of the voting shares, engaging in inter-company lending requires the need for short-term financing. The lending amount to an individual company shall not exceed 10% of the net worth of the lending company as stated in its most recent financial statements audited or reviewed by a CPA. The total amount of lending shall not exceed 40% of the net worth of the lending company as stated in its most recent financial statements audited or reviewed by a CPA.
Note 6: The write-offs have been consolidated in the preparation of these financial statements.
TAIWAN CHELIC CO., LTD. and Subsidiaries
Significant marketable securities held at the end of the period
December 31, 2025
Table 2
(Shares in Thousands, In Thousands of New Taiwan Dollars)
| Holding company | Type and name of marketable security | Relationship with the securities issuer | Accounts in books | End of period | Note | |||
|---|---|---|---|---|---|---|---|---|
| Number of Shares | Book value | Shareholding ratio | Fair value | |||||
| TAIWAN CHELIC CO., LTD. | Air Automatic Corporation | The directors of the Company is also the directors of that company. | Financial assets at FVTOCI - non-current | 324 | $ 1,523 | 18% | $ 1,523 | Note 1 |
| SHANGHAI CHELIC PNEUMATIC CORP. | Shanghai Bangye Pneumatic & Hydraulic Components Co., Ltd. | Substantial related party | 〃 | - | 50,029 | 18% | 50,029 | Note 1 |
Note 1: If there is no market price available for unlisted shares, the estimated market price is determined based on the fair value valuation method.
Note 2: This table lists securities that the company must disclose based on the principle of materiality.
Note 3: For information on the investment in subsidiaries, please refer to Table 6 and Table 7.
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TAIWAN CHELIC CO., LTD. and Subsidiaries
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL.
January 1 to December 31, 2025
Table 3
Unit: In Thousands of New Taiwan Dollars
| Company Name | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/ Accounts Payable or Receivable | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales | Amount | % to Total Purchases or Sales | Payment term | Unit Price | Payment term | Ending Balance | % to Total Notes/Accounts Receivable or Payable | ||||
| TAIWAN CHELIC CO., LTD. | SHANGHAI CHELIC PNEUMATIC CORP. | Sub-subsidiary | Sales | ($ 142,381) | ( 32%) | T/T 120 days | Note 1 | Note 2 | $ 27,982 | 26% | Note 3 |
| CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | SHENZHEN CHELIC PNEUMATIC CORP. | Affiliate company | Sales | ( 148,671) | ( 89%) | T/T 120 days | Note 1 | Note 2 | 37,814 | 89% | Note 3 |
| SHANGHAI CHELIC PNEUMATIC CORP. | CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Affiliate company | Sales | ( 144,641) | ( 21%) | T/T 120 days | Note 1 | Note 2 | 36,785 | 16% | Note 3 |
| SHANGHAI CHELIC PNEUMATIC CORP. | TAIWAN CHELIC CO., LTD. | The ultimate parent of the Company | Purchase | 142,381 | 37% | T/T 120 days | Note 1 | Note 2 | ( 27,982) | ( 26%) | Note 3 |
| SHENZHEN CHELIC PNEUMATIC CORP. | CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Affiliate company | Purchase | 148,671 | 58% | T/T 120 days | Note 1 | Note 2 | ( 37,814) | ( 65%) | Note 3 |
| CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | SHANGHAI CHELIC PNEUMATIC CORP. | Affiliate company | Purchase | 144,641 | 95% | T/T 120 days | Note 1 | Note 2 | ( 36,785) | ( 92%) | Note 3 |
Note 1: General specification transactions between related parties are priced on a cost-plus basis, while special specifications are determined through negotiation. For non-related parties, pricing is also determined through negotiation.
Note 2: Sales to non-related parties are settled with payment terms of net 30 to 180 days from the end of the month of when the invoice is issued for sales, while purchases from non-related parties are settled with payment terms of net 45 to 90 days from the end of the month of when the invoice is issued.
Note 3: The write-offs have been consolidated in the preparation of these financial statements.
TAIWAN CHELIC CO., LTD. and Subsidiaries
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL.
December 31, 2025
Table 4
Unit: In Thousands of New Taiwan Dollars
| Company Name | Related Party | Relationship | Ending Balance from Related Parties | Turnover Rate | Overdue Receivables from Related Parties | Amounts Received in Subsequent Period | Allowance for Bad Debts | |
|---|---|---|---|---|---|---|---|---|
| Amount | Methods of treatment | |||||||
| SHANGHAI CHELIC PNEUMATIC CORP. | CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Subsidiary to subsidiary. | $ 135,742 (Including interest receivable) | Note 1 | $ - | - | $ 862 | $ - |
Note 1: The ending balance is primarily consisted of other receivables, which is not applicable for the calculation of turnover days.
Note 2: The write-offs have been consolidated in the preparation of these financial statements.
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TAIWAN CHELIC CO., LTD. and Subsidiaries
Others: The business relationship between the parent and the subsidiaries and significant transactions between them: See Table 8 attached;
January 1 to December 31, 2025
Table 5
Unit: In Thousands of New Taiwan Dollars
| Serial No. | Trader's name | Counterparty | Relationship with the transaction counterparty | Transactions | |||
|---|---|---|---|---|---|---|---|
| Account | Amount (Note 1) | Terms and conditions | Percentage of Consolidated Net Revenue or Total Assets (%) (Note 2) | ||||
| 0 | TAIWAN CHELIC CO., LTD. | SHANGHAI CHELIC PNEUMATIC CORP. | Parent company to subsidiary. | Sales | $ 142,381 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | 9% |
| Accounts Receivable | 27,982 | 1% | |||||
| SHENZHEN CHELIC PNEUMATIC CORP. | Parent company to subsidiary. | Sales | 85,028 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | 5% | ||
| Accounts Receivable | 17,584 | - | |||||
| CHELIC TECHNOLOGY (THAILAND) CO., LTD. | Parent company to subsidiary. | Sales | 8,454 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | 1% | ||
| Accounts Receivable | 5,559 | - | |||||
| Other receivables | 10,000 | The ending balance is primarily consisted of other receivables, with repayment conditions agreed upon by both parties. | |||||
| 1 | SHANGHAI CHELIC PNEUMATIC CORP. | TAIWAN CHELIC CO., LTD. | Subsidiary to parent company. | Sales | 78,564 | Payment is received within 90 days after the end of the month following sales, and the rest is not significantly different from general sales. | 5% |
| Accounts Receivable | 20,149 | - | |||||
| SHENZHEN CHELIC PNEUMATIC CORP. | Subsidiary to subsidiary. | Sales | 1,734 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | - | ||
| CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Subsidiary to subsidiary. | Sales | 144,641 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | 9% | ||
| Accounts Receivable | 36,785 | 1% |
(Continued)
(Continued)
| Serial No. | Trader's name | Counterparty | Relationship with the transaction counterpart | Transactions | |||
|---|---|---|---|---|---|---|---|
| Account | Amount (Note 1) | Terms and conditions | Percentage of Consolidated Net Revenue or Total Assets (%) (Note 2) | ||||
| 2 | SHANGHAI SHINNING ELECTRONICS CO., LTD. | ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. | Subsidiary to subsidiary. | Other receivables | 134,880 | The ending balance is primarily consisted of other receivables, with repayment conditions agreed upon by both parties. | 3% |
| Sales | 1,122 | Payment is received within 90 days after the end of the month following sales, and the rest is not significantly different from general sales. | - | ||||
| Other receivables | 5,395 | The ending balance is primarily consisted of other receivables, with repayment conditions agreed upon by both parties. | - | ||||
| CHELIC TECHNOLOGY (THAILAND) CO., LTD. | Subsidiary to subsidiary. | Sales | 21,621 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | 1% | ||
| Accounts Receivable | 12,766 | - | |||||
| SHANGHAI CHELIC PNEUMATIC CORP. | Subsidiary to subsidiary. | Rent revenue | 12,989 | Receive 3 months of rental income at one time | 1% | ||
| Rent revenue | 99 | Receive 3 months of rental income at one time | - | ||||
| GENTEK AUTOMATION (SHANGHAI) CORP | Subsidiary to subsidiary. | Rent revenue | 99 | Payment is received within 90 days after the end of the month following sales, and the rest is not significantly different from general sales. | 2% | ||
| 3 | ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. | SHANGHAI CHELIC PNEUMATIC CORP. | Subsidiary to subsidiary. | Sales | 29,070 | Payment is received within 60 days after the end of the month following sales, and the rest is not significantly different from general sales. | - |
| Accounts Receivable | 8,681 | - | |||||
| CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Subsidiary to subsidiary. | Sales | 5,584 | Payment is received within 60 days after the end of the month following sales, and the rest is not significantly different from general sales. | - | ||
| Accounts Receivable | 2,054 | - |
(Continued)
(Continued)
| Serial No. | Trader's name | Counterparty | Relationship with the transaction counterparty | Transactions | |||
|---|---|---|---|---|---|---|---|
| Account | Amount (Note 1) | Terms and conditions | Percentage of Consolidated Net Revenue or Total Assets (%) (Note 2) | ||||
| 4 | CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | SHENZHEN CHELIC PNEUMATIC CORP. | Subsidiary to subsidiary. | Sales | 148,671 | Payment is received within 120 days after sales, and the rest is not significantly different from general sales. | 9% |
| Accounts Receivable | 37,814 | 1% | |||||
| ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. | Subsidiary to subsidiary. | Rent revenue | 35,792 | Receive 1 months of rental income at one time | 2% | ||
| Sales | 5,093 | Payment is received within 30 days after the end of the month following sales, and the rest is not significantly different from general sales. | - | ||||
| Accounts Receivable | 772 | - | |||||
| Other receivables | 3,003 | The transaction prices and credit terms are determined in accordance with mutual agreements. | - | ||||
| SHANGHAI CHELIC PNEUMATIC CORP. | Subsidiary to subsidiary. | Sales | 10,623 | Payment is received within 90 days after the end of the month following sales, and the rest is not significantly different from general sales. | 1% | ||
| Accounts Receivable | 2,677 | - | |||||
| Other receivables | 105 | The transaction prices and credit terms are determined in accordance with mutual agreements. | - | ||||
| Other income - Others | 753 | As agreed upon by both parties in the contract. | - |
Intercompany Relationships and Significant Intercompany Transactions:
TAIWAN CHELIC CO., LTD., SHANGHAI CHELIC PNEUMATIC CORP., CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD, and CHELIC TECHNOLOGY (THAILAND) CO., LTD. are primarily engaged in the manufacture and sale of pneumatic components. GENTEK AUTOMATION (SHANGHAI) CORP primarily engages in the manufacture of pneumatic components. SHENZHEN CHELIC PNEUMATIC CORP. primarily engages in the sale of pneumatic components. SHANGHAI SHINNING ELECTRONICS CO., LTD. mainly deals with real estate leases. ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. is primarily engaged in precision metal manufacturing. Additionally, FULL ASSET GROUP L.L.C., FULLTEK GROUP L.L.C., Smart Technology Investment Co., Ltd., and CHELIC (BVI) Corp. function as investment holding companies.
Note 1: This schedule only discloses one-way transaction information, and the write-offs for the above transactions have been consolidated in the preparation of the financial statements.
Note 2: The calculation of the transaction amount's percentage of consolidated net revenue or total assets is as follows: for asset and liability items, it is calculated by the balance as of the end of the period over total consolidated assets; for profit or loss items, it is calculated by the accumulated amount over total consolidated net revenue.
- 91 -
TAIWAN CHELIC CO., LTD. and Subsidiaries
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES
January 1 to December 31, 2025
Table 6
(Shares in Thousands, Amounts are Presented in Thousands)
| Name of investors | Investee Company | Location | Primary Business Activities | Original Investment Amount | Balance as of September 30, 2023 | Investee Company Profit or loss | Investment Income (Loss) Investment Income (Loss) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Number of Shares | Percentage of Ownership | Book value | |||||||
| TAIWAN CHELIC CO., LTD. | FULL ASSET GROUP L.L.C. | United States | Holding company | USD 11,635 | USD 11,635 | - | 100 | $ 1,380,132 | $ 8,840 | $ 7,452 | Note 1, Note 2 and Note 3 |
| FULLTEK GROUP L.L.C. | United States | Holding company | USD 5,000 | USD 5,000 | - | 100 | 26,349 | ( 901 ) | ( 901 ) | Note 2 and Note 3 | |
| Smart Technology Investment Co., Ltd. | British Virgin Islands | Holding company | USD 4,218 | USD 4,218 | 50 | 100 | 141,628 | 822 | 822 | Note 2 and Note 3 | |
| CHELIC (BVI) Corp. | British Virgin Islands | Holding company | RMB 179,500 | RMB 179,500 | 27 | 100 | 1,004,508 | 52,591 | 52,591 | Note 2 and Note 3 | |
| CHELIC TECHNOLOGY (THAILAND) CO., LTD. | Thailand | Manufacture and sale of pneumatic equipment | 24,142 | 24,142 | 2,495 | 99.8 | 15,271 | ( 7,998 ) | ( 7,981 ) | Note 2 and Note 3 |
Note 1: Investment income of NT$8,840 thousand plus realized gross profit on upstream transactions of NT$698 thousand at the beginning of the period, less unrealized gross profit on upstream transactions of NT$2,086 thousand at the end of the period.
Note 2: The related investment profit (loss) was calculated based on financial statements audited by CPAs.
Note 3: The write-offs have been consolidated in the preparation of these financial statements.
Note 4: For information on Investee Company, please refer to Table 7.
TAIWAN CHELIC CO., LTD. and Subsidiaries
INFORMATION ON INVESTMENT IN MAINLAND CHINA
January 1 to December 31, 2025
Table 7
Unit: In Thousands of New Taiwan Dollars and Foreign Currencies
The name of the investee in mainland China, the main businesses activities and products, paid-in capital, method of investment, inward and outward remittance of funds, percentage of ownership, investment income or loss, carrying amount of investment, and repatriations of investment income:
| Investee Company | Primary Business Activities | Paid-in Capital | Method of Investment | Accumulated amount of investments from Taiwan at the beginning of the year | Investment Flows | Accumulated amount of investments from Taiwan at the end of the year | Net Profit or Loss of the Investee | % Ownership of Direct or Indirect Investment | Investment Gain (Loss) in the current period | Carrying Amount at the end of the period | Accumulated Inward Remittance of Earnings as of September 30, 2023 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow (US$ in Thousands) | Inflow | |||||||||||
| SHANGHAI CHELIC PNEUMATIC CORP. | Manufacture and sale of pneumatic equipment | $ 375,600 | Note 2(II)(1) | $ 360,437 | $ - | $ - | $ 360,437 | $ 8,936 (RMB 2,062) | 100 | $ 8,936 (RMB 2,062) Note 1(II)(2) | $ 1,417,535 (RMB 315,288) | $ 216,869 (RMB 48,565) |
| GENTEK AUTOMATION (SHANGHAI) CORP. | Manufacture of pneumatic equipment | 151,375 | Note 2(II)(2) | 151,375 | - | 151,375 | (RMB -208) | 100 | (RMB -208) Note 1(II)(2) | 26,231 (RMB 5,834) | ||
| SHANGHAI SHINNING ELECTRONICS CO., LTD. | Real estate leases | 164,999 | Note 2(II)(3) | 127,700 | - | - | 127,700 | 5,551 RMB 1,281 | 100 | 5,551 RMB 1,281 Note 1(II)(2) | 213,513 (RMB 47,490) | 9,656 (RMB 2,247) |
| SHENZHEN CHELIC PNEUMATIC CORP. | Sale of pneumatic equipment | 99,900 (Note 3) | Note 2(III)(1) | - | - | - | - | (RMB -287) | 100 | (RMB -287) Note 1(II)(2) | 103,128 (RMB 22,938) | |
| CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD | Manufacture and sale of pneumatic equipment | 807,715 | Note 2(II)(4) | 807,715 | - | - | 807,715 | 52,591 (RMB 12,137) | 100 | 52,591 (RMB 12,137) Note 1(II)(2) | 1,003,908 (RMB 223,289) | |
| ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. | Precision metal manufacturing | 271,504 (Note 3) | Note 2(III)(2) | - | - | - | - | 74,313 (RMB 17,151) | 80 | 61,085 (RMB 14,098) Note 1(II)(2) and Note 4 | 441,252 (RMB 98,143) |
Note 1: For the column of investment income (loss) recognized in the current period:
(I) If it is still in the preparation stage and no investment income (loss) yet has been recognized, it should be noted.
(II) The basis for recognizing investment income (loss) is classified into the following three categories and should be noted.
(1) The financial statements were audited by an international accounting firm in partnership with the CPA firms of the Republic of China.
(2) The financial statements audited by the independent auditors of the parent company in Taiwan.
(III) Others.
Note 2: Investment methods are classified into the following three categories, specified by numbers:
(I) Directly invest in a company in mainland China.
(II) Investment in mainland companies through a holding company registered in a third region (please specify the investment company in that third region).
(1) Investment in mainland companies through a holding company registered in a third region (FULL ASSET Group L.L.C. and FULLTEK Group L.L.C. reinvest in GENTEK AUTOMATION (SHANGHAI) CORP).
(2) Investment in mainland companies through a holding company registered in a third region (FULLTEK Group L.L.C. Reinvests to reinvest in China).
(3) Investment in mainland companies through a holding company registered in a third region (Smart Technology Investment Co., Ltd., FULL ASSET Group L.L.C., and FULLTEK Group L.L.C. reinvest in GENTEK AUTOMATION (SHANGHAI) CORP, which reinvests in SHANGHAI CHELIC PNEUMATIC CORP.).
(4) Investment in mainland companies through a holding company registered in a third region (CHELIC (BVI) Corp. to reinvest in China).
(III) Other methods.
(1) Reinvestment is done through SHANGHAI CHELIC PNEUMATIC CORP.
(2) Reinvestment is done through CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD.
Note 3: The source of funds for SHENZHEN CHELIC PNEUMATIC CORP. is reinvestment by SHANGHAI CHELIC PNEUMATIC CORP.; the source of funds for ZHEJIANG BANGYE AUTOMATION TECHNOLOGY CO.,LTD. is reinvestment by CHELIC TECHNOLOGY (ZHEJIANG) CO. LTD, with an 80% shareholding.
Note 4: The write-offs have been consolidated in the preparation of these financial statements.
Note 5: Recognized 80% investment income of NT$59,451 thousand plus realized gross profit on side-stream transactions of NT$1,634 thousand.
- 94 -
Upper Limit on the Amount of Investment in Mainland China
Unit: In Thousands of New Taiwan Dollars
| Accumulated Outward Remittance for Investments from Taiwan to Mainland China at the end of the period | Investment Amounts Authorized by Investment Commission, MOEA | Upper Limit on Investment in Mainland China as stipulated by the Investment Commission, MOEA |
|---|---|---|
| $ 1,447,227 (USD 48,488) (Note) | $ 1,311,057 (USD 44,275) | $ 1,770,930 |
Note: Does not deduct the accumulated inward remittance of investment gains of NT$226,525 thousand.
Significant transactions occurring directly or indirectly with the investment company in mainland China through businesses in a third region:
- Purchases amount and percentage, and the ending balance and percentage of the related payables.
- Sales amount and percentage, and the ending balance and percentage of the related payables.
Unit: In Thousands of New Taiwan Dollars
| Name | Nature of Relationships between the Company and Related Parties | Transaction type | Amount | % to Total Purchases or Sales | Terms and conditions | Notes/ Accounts Payable or Receivable | Unrealized gain | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Price | Payment terms | Comparison with general transactions | Ending Balance | Percentage (%) | ||||||
| SHANGHAI CHELIC PNEUMATIC CORP. | Sub-subsidiary | Sales | $ 142,381 | ( 32% ) | Special specifications are negotiated individually. | T/T 120 days | Proceeds collected on a net 30~180 end of month (EOM) basis for general non-related parties | $ 27,982 | 26% | $ 12,537 |
| n | n | Purchase | 78,564 | 44% | Cost-plus pricing | T/T 90 days | Proceeds paid on a net 45~90 end of month (EOM) basis for general non-related parties. | ( 20,149 ) | ( 32% ) | - |
| SHENZHEN CHELIC PNEUMATIC CORP. | Sub-subsidiary | Sales | 85,029 | ( 19% ) | Cost-plus pricing | T/T 120 days | Proceeds collected on a net 30~180 end of month (EOM) basis for general non-related parties | 17,584 | 17% | 3,556 |
- The amount of property transactions and the resulting profit or loss amounts: None.
- The balance, end of period, of notes endorsed/guaranteed or collaterals provided and their purpose: None.
- The maximum balance of financial accommodation, Balance, end of period, Interest Rate, and total interest for the period: None.
- Other transactions significantly affecting current profit or loss or financial position, such as the provision or receipt of services: None.