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CSRC AGM Information 2026
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AGM Information
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INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
Minutes Of 2026 Annual General Shareholders’ Meeting
(Translation)
Time and date: 9:00 A.M., Wednesday, May 26, 2026
Place: Cement Hall, 3F, No.113, Section 2, Zhongshan North Rd., Taipei City, Taiwan
Meeting type:
Physical shareholders meeting. The process of the shareholders’ meeting is available via live streaming.
Total outstanding shares of the Company:
969,998,962 shares (deducting nonvoting stock 14,734,663 shares)
Total shares represented by shareholders present in person or by proxy:
603,536,713 shares
Percentage of shareholding of the shareholders present in person or by proxy:
62.22%
Present Directors:
Kung-Yi Koo, Randy Yu, Tzu-Nan Chia, Joseph (Chair of Audit Committee & Independent Director), Yen-Wei, Ding, David, Yu-Chieh, Hsiao
Attendance:
Min-Chiang Chen, Attorneys-at-Law, Lee and Li
Tza-Li Gung, CPA, Deloitte Taiwan
Chairman: Kung-Yi Koo, Chairman of the Board of Directors
Recorder: Yi-Ting Cheng
Commencement:
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
I. Chairman’s Address (Omitted)
II. Reported Items
(I) 2025 Business Report (see Appendix I)
(II) The Audit Committee's Review Report (see Appendix II)
(III) Report on the Non-Distribution of Compensation for Employees and Directors for Fiscal Year 2025.
Explanatory Notes :
I. According to Article 28 of the Company’s Articles of Incorporation, if the Company has surplus, it shall (i) As the Employees' remuneration: 0.1% to 3% of the profit; Of the total amount of employee remuneration, no less than 10% shall be allocated to entry-level employees; and (ii) set aside no more than 1% as directors’ compensation.
II. The Company recorded a pre-tax loss for 2025. In accordance with the aforementioned Article, no remuneration for employees and directors will be distributed for 2025. The proposal has already been approved by the 14th meeting of the 19th term Board of Directors.
(IV) Proposal on the Company's 2025 Directors' Remuneration Report.
Explanatory Notes :
I. In order to enhance corporate governance, the Company hereby discloses the directors’ remuneration for 2025, including the Company’s remuneration policy, the details and amounts of individual remuneration received by directors, and its correlation with performance evaluation results:
i. Remuneration Policy
The Company’s directors receive a fixed monthly salary as resolved by the Board of Directors, and are granted directors’ compensation according to the Company’s Articles of Incorporation. However, based on a resolution of the Board, independent directors do not participate in the distribution of annual directors’ compensation.
ii. Remuneration Details and Amounts
The directors' remuneration for 2025 includes salary, directors' compensation, and business execution expenses. The Company discloses the names of individual directors and the manner of their remuneration.
iii. Remuneration Determination Procedure and Its Correlation with Business Performance
The determination of directors' remuneration takes into consideration the Company's operational goals, financial performance, responsibilities of each director, and the achievement of performance targets. In accordance with regulations, the Company's Compensation Committee regularly evaluates and sets remuneration standards, which are then submitted to the Board of Directors for approval.
II. The proposal has already been approved by the 14th meeting of the 19th term Board of Directors.
III. For detailed information on the individual remuneration of directors for 2025, please refer to Annex I.
(V) Report on Related Party Transactions in 2025.
Explanatory Notes :
In accordance with the Company's Related Party Transactions and Supervision Policy, the major related party transactions conducted in 2025 are summarized in the table below :
Unit: NT$ thousand
| Related Party | Nature | Transaction Amount |
|---|---|---|
| China Steel Chemical Corporation | Purchases | 802,601 |
III. Proposed Resolutions
(I) The Annual Business Report and Financial Statements for Fiscal Year 2025. (Proposed by the Board of Directors)
Explanatory Notes :
I. It is conducted according to Article 228 of the Company Act.
II. 2025 Annual Business Report, Individual Financial Statements and Consolidated Financial Statements have been approved by the 14th meeting of the 19th term Board of Directors. The Individual Financial Statements and Consolidated Financial Statements were audited by independent auditors, Mr. Tza-Li Gung and Ms. Hsiu-Chun Huang of Deloitte & Touche.
III. The above Annual Business Report and Financial Statements were audited by the Auditor Committee. Please refer to Attachment I and Attachment III.
IV. Please review and ratify.
Voting Results:
Shares represented at the time of voting: 603,536,713 Votes
| Voting Results including votes casted electronically (numbers in brackets) | % of the total represented shares present |
|---|---|
| Votes in favor: 582,857,197 Votes | 96.57% |
| Votes against: 646,616 Votes | 0.10% |
| Votes invalid: 0 Votes | 0.00% |
| Votes abstained: 20,032,900 Votes | 3.31% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the 2025 Business Report and Financial Statements be and hereby were accepted as submitted.
(II) Proposal for the Deficit Compensation for Fiscal Year 2025. (Proposed by the Board of Directors)
Explanatory Notes :
I. The proposal for the deficit compensation of 2025 was conducted in accordance with Article 228 of the Company Act and Article 29 of the Articles of Incorporation.
II. The company's unappropriated retained earnings at the beginning of 2025 were NT$4,029,641,356, plus the remeasurement of defined benefit plan of NT$55,786, the adjusted unappropriated retained earnings were NT$4,029,697,142. After accounting for the net loss of NT$4,148,724,642 for 2025, the deficit yet to be compensated at the end of 2025 amounted to NT$119,027,500.
III. Please refer to Annex II for 2025 Deficit Compensation Statement.
IV. This proposal was approved by the resolution of the 14th meeting of the 19th term Board of Directors and reviewed by the Audit Committee.
V. Please review and ratify.
Voting Results:
Shares represented at the time of voting: 603,536,713 Votes
| Voting Results including votes casted electronically (numbers in brackets) | % of the total represented shares present |
|---|---|
| Votes in favor: 583,487,386 Votes | 96.67% |
| Votes against: 715,527 Votes | 0.11% |
| Votes invalid: 0 Votes | 0.00% |
| Votes abstained: 19,333,800 Votes | 3.20% |
*including votes casted electronically (numbers in brackets) RESOLVED, that the Deficit Compensation be and hereby were accepted as submitted.
Questions from Shareholders and Responses from the Company
Due to questions raised by shareholders during the Meeting—covering topics including the Company's Business Operations and Future Outlook, Convertible Bonds, and the situation of the Turkey Project — the Chairperson provided focused responses. A summary of the key matters addressed is as follows :
【Business Operations and Future Outlook】
In response to shareholders' concerns regarding the Company's transformation strategy, management explained that the Company has continued to implement crisis management measures and operational restructuring in its carbon black business in recent years. Significant adjustments have been made to its operations in Mainland China, contributing to a substantial reduction in losses in 2025.
Given the intense competition in the traditional carbon black market, the Company will continue to review the performance across different regions and strengthen cost management and loss-control measures.
In addition, the Company is actively developing new business opportunities through the R&D and commercialization of high-value-added products, including conductive materials and SWCNTs. SWCNTs are regarded as a key growth driver for the future and are expected to generate new sources of revenue and profit while enhancing the Company's overall operating performance.
【Convertible Bonds】
In response to shareholders' inquiries regarding the Company's convertible bonds and capital structure improvement plans, management stated that the related liabilities will remain outstanding until maturity if the bonds are not converted. Should an early redemption be required, the Company will arrange the necessary funding and proceed in accordance with the relevant redemption procedures.
The Company has already initiated funding arrangements and preparatory procedures and is maintaining close communication with financial institutions to ensure adequate financing resources for any future bond redemption or repayment
obligations. The Company will also continue to improve its financial structure through continued operational enhancement and prudent cash flow management.
【Turkey Project】
In response to shareholders’ questions regarding the rationale and outlook of the Turkey investment, management noted that the Turkish carbon black market has long relied on imports and continues to demonstrate growing demand, making it an attractive market with strong development potential and an important strategic investment location for the Company.
Management further explained that the Company’s local partner is a major steel producer capable of providing a stable supply of feedstock, which helps enhance production efficiency and cost competitiveness. In addition, Turkey’s strategic geographic location provides access not only to the domestic market but also to potential opportunities in Europe. The Company remains optimistic about the long-term prospects of the project and will continue to advance related business initiatives.
V. Ad Hoc Motions: None.
VI. Meeting Adjourned: 09:38 AM, May 26, 2026
Appendix I : 2025 Business Report.
2025 Business Report
In 2025, the global economy experienced intense fluctuations and structural realignments. The strong policy measures implemented by the United States continued to exert trade impacts across major economies, while geopolitical competition among nations moved beyond the negotiating table, expanding into the strategic deployment of supply chains. According to IMF data, although global economic growth remained within a stable range, industry performance was highly divergent and significantly volatile.
For the core business of International CSRC Investment Holdings Co., Ltd. (the "CSRC"), the Company faced unprecedented structural challenges—global carbon black production capacity exceeded demand, particularly with Mainland China continuing to export low-cost products, triggering fierce price competition in the international market and severely compressing overall industry profit margins.
In this environment, operational pressures across major markets intensified: the Taiwan market suffered from low-priced imports; Mainland China continued to face deflationary pressures and weak domestic demand; in the United States, although consumer confidence gradually recovered, the persistence of a high interest rate environment slowed the growth of new car sales; India maintained strong growth, becoming one of the main global drivers. However, profit margins were constrained due to the rapid entry of competitors. As one of the world's major suppliers of carbon black, CSRC's operating performance remained under pressure. In 2025, both operating results and profitability declined compared with 2024. The operating performance for 2025 is reported as follows:
- Production: The core business of carbon black recorded a total output of 366,000 metric tons.
- Sales: Consolidated operating revenue amounted to NT$15,334 million.
- Operating Results: After-tax net loss of NT$4,149 million, representing a 53% decline in profit compared to the prior year.
Looking ahead to 2026, international forecasting institutions generally expect the global economy to maintain a moderate growth trend. The IMF estimates a growth rate of about 3.3%, with overall performance remaining steady. However, market conditions remain fragile, with the world facing a high degree of uncertainty—geopolitical tensions, risks of trade conflicts, a potential investment bubble in the AI industry, and long-term challenges posed by climate change—all of which could disrupt supply chains and financial markets.
In response, CSRC will accelerate its transformation toward high-value-added products, serve regional supply chains, adopt climate adaptation strategies, and advance green product initiatives. To achieve the 2050 net-zero carbon emissions target, international automakers and tire manufacturers have set sustainable material usage ratios. As a key supplier of tire raw materials, CSRC has formulated corresponding strategies and action plans, including developing high-durability (high wear resistance) and low-rolling-resistance tire formulations, producing eco-circular carbon black, expanding partnerships in recycled oil, and developing bio-based carbon black and other advanced carbon materials (such as carbon nanotubes).
CSRC also utilizes pyrolysis oil from waste tires to produce carbon black, making technical adjustments to reintroduce recycled materials into tire production, and partnering with waste tire pyrolysis plants help build a collaborative circular supply chain to achieve circular material reuse, while introducing natural gas as a fuel source to reduce carbon emissions. CSRC will continue building a green and sustainable business by upgrading product structures and optimizing market deployment, advancing steadily amid global economic and industry fluctuations.
Chairperson: Kung-Yi, Koo
President: Tsao-Zu, Lee
Accounting Supervisor: Chia-Wen, Lee
Appendix II : The Audit Committee’s Review Report
Audit Committee’s Review Report
The Board of Directors of International CSRC Investment Holdings Co., Ltd. has prepared the Company’s 2025 Business Report, Consolidated and Standalone Financial Statements, and the proposal for the Deficit Compensation. The CPA firm Deloitte & Touche was retained to audit the Company’s Financial Statements and it has issued an audit report on the Financial Statements. The Business Report, Financial Statements, and the Deficit Compensation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of International CSRC Investment Holdings Co., Ltd. According to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, we hereby submit this report.
To
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
2026 Annual General Shareholders’ Meeting
INTERNATIONAL CSRC INVESTMENT
HOLDINGS CO., LTD.
Audit Committee Convener: Joseph Chia
March 10, 2026
Appendix III : Financial Statements
Deloitte.
Financial statements
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
International CSRC Investment Holdings Co., Ltd.
Opinion
We have audited the accompanying financial statements of International CSRC Investment Holdings Co., Ltd. (the “Corporation”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
勤業眾信
勤業眾信聯合會計師事務所
110016 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110016, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
opinion on these matters.
Key audit matters of the Corporation’s financial statements for the year ended December 31, 2025 are stated as follows:
Validity of Occurrence of Operating Revenue from Certain Customers of the Carbon Black Segment Under Equity Method
The investments accounted for using the equity method on December 31, 2025 was NT$26,683,939 thousand. Among subsidiaries accounted for using the equity method, the investment of the carbon black segment was NT$10,901,272 thousand and accounted for 41% of the equity method investment and 33% of the total assets. The operating revenue of the carbon black segment was NT$15,081,252 thousand, decreased by 12% compared with 2024. Sorting by the growth amount of operating revenue, we categorized the top growth customers that differ from the overall trend as significant risk customers. Therefore, we identified the validity of significant risk customers' operating revenue as key audit matters.
For the accounting policies, accounting estimates, estimation uncertainty and disclosure related to the validity of recognition of operating revenue, refer to Notes 4, 9 and the Corporation’s consolidated financial statements Note 39.
We understood and conducted control tests on the effectiveness of internal controls related to the validity of operating revenue recognition of the carbon black segment; sampled and inspected whether an original sales order existed for each sale in the carbon black segment and confirmed the revenue was consistent with the sales order; inspected whether delivery notes were properly received, and the product and quantities on the delivery notes were consistent with invoices. In addition, we performed cash receipt tests on the revenue of top growth customers in the carbon black segment and confirmed the accounts receivable balances at the end-of-period, and conducted alternative procedures for those who could not respond to the confirmation letters on time. The alternative procedures included checking the evidence of transactions and observing the status of subsequent receipts.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, where applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Hsiu-Chun Huang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,245,150 | 4 | $ 1,824,987 | 5 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | - | - | 202,178 | - |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 800,794 | 2 | 1,083,013 | 3 |
| Current tax assets (Notes 4 and 19) | - | - | 18,015 | - |
| Other financial assets - current (Note 23) | 173,451 | 1 | 12,896 | - |
| Other current assets | 1,213 | - | 3,204 | - |
| Total current assets | 2,220,608 | 7 | 3,144,293 | 8 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 3,422,718 | 10 | 4,556,718 | 12 |
| Investments accounted for using the equity method (Notes 4 and 9) | 26,683,939 | 82 | 31,554,249 | 80 |
| Property, plant and equipment (Notes 4 and 10) | 4,950 | - | 20,780 | - |
| Right-of-use assets (Notes 4 and 11) | 1,124 | - | - | - |
| Investment properties (Notes 4 and 12) | 14,269 | - | - | - |
| Deferred tax assets (Notes 4 and 19) | 335,341 | 1 | - | - |
| Other financial assets - non-current | - | - | 12 | - |
| Other non-current assets | 2,604 | - | 106 | - |
| Total non-current assets | 30,464,945 | 93 | 36,131,865 | 92 |
| TOTAL | $ 32,685,553 | 100 | $ 39,276,158 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 13) | $ - | - | $ 600,000 | 2 |
| Short-term bills payable (Note 13) | - | - | 199,759 | - |
| Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) | 83,300 | - | 129,500 | - |
| Other payables (Notes 15 and 23) | 222,854 | 1 | 226,387 | 1 |
| Current tax liabilities (Notes 4 and 19) | 16,972 | - | 42,452 | - |
| Lease liabilities - current (Notes 4 and 11) | 506 | - | - | - |
| Current portion of long-term borrowings and bonds payable (Notes 4 and 14) | 3,320,576 | 10 | - | - |
| Other current liabilities | 1,825 | - | 679 | - |
| Total current liabilities | 3,646,033 | 11 | 1,198,777 | 3 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Notes 4 and 14) | - | - | 3,258,323 | 9 |
| Long-term borrowings (Note 13) | 1,500,000 | 5 | - | - |
| Provisions - non-current (Notes 4 and 16) | 1,061 | - | 1,143 | - |
| Deferred tax liabilities (Notes 4 and 19) | 3,337,475 | 10 | 3,205,985 | 8 |
| Lease liabilities - non-current (Notes 4 and 11) | 634 | - | - | - |
| Net defined benefit liabilities (Notes 4 and 16) | 2,172 | - | 849 | - |
| Other non-current liabilities | 66,061 | - | 66,061 | - |
| Total non-current liabilities | 4,907,403 | 15 | 6,532,361 | 17 |
| Total liabilities | 8,553,436 | 26 | 7,731,138 | 20 |
| EQUITY (Notes 14 and 17) | ||||
| Ordinary shares | 9,847,336 | 30 | 9,847,336 | 25 |
| Capital surplus | 9,237,013 | 28 | 9,237,013 | 24 |
| Retained earnings | ||||
| Legal reserve | 3,189,170 | 10 | 3,189,170 | 8 |
| Special reserve | 748,274 | 2 | 648,078 | 2 |
| (Accumulated deficit) unappropriated earnings | (119,027) | - | 4,129,838 | 10 |
| Total retained earnings | 3,818,417 | 12 | 7,967,086 | 20 |
| Other equity | 1,519,439 | 5 | 4,783,673 | 12 |
| Treasury shares | (290,088) | (1) | (290,088) | (1) |
| Total equity | 24,132,117 | 74 | 31,545,020 | 80 |
| TOTAL | $ 32,685,553 | 100 | $ 39,276,158 | 100 |
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Loss Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| NET OPERATING LOSS (Notes 4, 7, 8, 9 and 23) | $ (4,162,910) | (100) | $ (2,350,562) | (100) |
| GROSS LOSS | (4,162,910) | (100) | (2,350,562) | (100) |
| OPERATING EXPENSES (Notes 16, 18 and 23) | ||||
| General and administrative expenses | 181,258 | 5 | 136,699 | 6 |
| LOSS FROM OPERATIONS | (4,344,168) | (105) | (2,487,261) | (106) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 4, 18 and 23) | ||||
| Interest income | 21,570 | 1 | 39,363 | 2 |
| Other income | 14,234 | - | 12,655 | 1 |
| Other gains and losses | 37,237 | 1 | (87,118) | (4) |
| Finance costs | (87,432) | (2) | (75,747) | (3) |
| Total non-operating income and expenses | (14,391) | - | (110,847) | (4) |
| LOSS BEFORE INCOME TAX | (4,358,559) | (105) | (2,598,108) | (110) |
| INCOME TAX BENEFIT (EXPENSE) (Notes 4 and 19) | 209,834 | 5 | (114,763) | (5) |
| NET LOSS | (4,148,725) | (100) | (2,712,871) | (115) |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| (Notes 4 and 16) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | (118) | - | 1,448 | - |
| Unrealized loss on investments in equity instruments at fair value through other comprehensive income | (1,348,286) | (32) | (626,597) | (27) |
| Share of the other comprehensive loss of subsidiaries and associates accounted for using the equity method | (300,653) | (7) | (123,608) | (5) |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating foreign operations | (1,615,121) | (39) | 1,435,915 | 61 |
| Other comprehensive (loss) income | (3,264,178) | (78) | 687,158 | 29 |
| TOTAL COMPREHENSIVE LOSS | $ (7,412,903) | (178) | $ (2,025,713) | (86) |
(Continued)
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Loss Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| LOSS PER SHARE (NEW TAIWAN DOLLARS; Note 20) | ||||
| Basic | $ (4.28) | $ (2.80) | ||
| Diluted | $ (4.28) | $ (2.80) |
The accompanying notes are an integral part of the financial statements.
(Concluded)
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Number of Shares | Retained Earnings (Note 17) | Other Equity (Note 4) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In Thousands of Shares) | Amount | Capital Surplus (Notes 4, 14 and 17) | Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated deficit) | Exchange Differences on Translating Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other | Treasury Shares (Notes 4 and 17) | Total Equity | |
| BALANCE AT JANUARY 1, 2024 | 984,734 | $ 9,847,336 | $ 9,237,013 | $ 3,189,170 | $ 648,815 | $ 6,831,945 | $ (589,662) | $ 4,696,204 | $ (290,088) | $ 33,570,733 |
| Appropriation of the 2023 earnings Special reserve | - | - | - | - | (737) | 737 | - | - | - | - |
| Balance after appropriation | 984,734 | 9,847,336 | 9,237,013 | 3,189,170 | 648,078 | 6,832,682 | (589,662) | 4,696,204 | (290,088) | 33,570,733 |
| Net loss for the year ended December 31, 2024 | - | - | - | - | - | (2,712,871) | - | - | - | (2,712,871) |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 10,027 | 1,435,915 | (758,784) | - | 687,158 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | - | - | (2,702,844) | 1,435,915 | (758,784) | - | (2,025,713) |
| BALANCE AT DECEMBER 31, 2024 | 984,734 | 9,847,336 | 9,237,013 | 3,189,170 | 648,078 | 4,129,838 | 846,253 | 3,937,420 | (290,088) | 31,545,020 |
| Appropriation of the 2024 earnings Special reserve | - | - | - | - | 100,196 | (100,196) | - | - | - | - |
| Balance after appropriation | 984,734 | 9,847,336 | 9,237,013 | 3,189,170 | 748,274 | 4,029,642 | 846,253 | 3,937,420 | (290,088) | 31,545,020 |
| Net loss for the year ended December 31, 2025 | - | - | - | - | - | (4,148,725) | - | - | - | (4,148,725) |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 56 | (1,615,121) | (1,649,113) | - | (3,264,178) |
| Total comprehensive loss for the year ended December 31, 2025 | - | - | - | - | - | (4,148,669) | (1,615,121) | (1,649,113) | - | (7,412,903) |
| BALANCE AT DECEMBER 31, 2025 | 984,734 | $ 9,847,336 | $ 9,237,013 | $ 3,189,170 | $ 748,274 | $ (119,027) | $ (768,868) | $ 2,288,307 | $ (290,088) | $ 24,132,117 |
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss before income tax | $ (4,358,559) | $ (2,598,108) |
| Adjustments for: | ||
| Depreciation | 506 | 152 |
| Amortization | 478 | 13 |
| Net (gain) loss on financial assets and liabilities at FVTPL | (46,749) | 90,222 |
| Interest expense | 87,432 | 75,747 |
| Interest income | (21,570) | (39,363) |
| Share of profit or loss of subsidiaries and associates | 4,404,509 | 2,617,252 |
| Unrealized gain on foreign exchange | (190) | (349) |
| Changes in operating assets and liabilities | ||
| Other current assets | 1,991 | (2,417) |
| Other financial assets | (159,587) | 18,613 |
| Other payables | (6,228) | 47,579 |
| Provisions | (82) | 138 |
| Other current liabilities | 1,146 | (17) |
| Net defined benefit liabilities | 1,205 | 7,811 |
| Cash (used in) generated from operations | (95,698) | 217,273 |
| Interest received | 20,587 | 43,652 |
| Income tax paid | (1,482) | (12,006) |
| Net cash (used in) generated from operating activities | (76,593) | 248,919 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from disposal of financial assets at FVTOCI | - | 17,558 |
| Proceeds from capital reduction of financial assets at FVTOCI | 67,933 | - |
| Acquisition of financial assets at FVTPL | - | (200,000) |
| Proceeds from disposal of financial assets at FVTPL | 202,727 | - |
| Net cash outflow on acquisition of subsidiaries | (1,733,568) | (2,004,319) |
| Acquisition of property, plant and equipment | (630) | (1,564) |
| Increase in other non-current assets | (876) | (119) |
| Dividends received | 283,595 | 547,200 |
| Net cash used in investing activities | (1,180,819) | (1,641,244) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Decrease in short-term borrowings | (600,000) | (200,000) |
| Increase in short-term bills payable | - | 199,759 |
| Decrease in short-term bills payable | (199,759) | - |
| Proceeds from long-term borrowings | 1,500,000 | - |
| Repayments of the principal portion of lease liabilities | (399) | - |
| Interest paid | (22,267) | (15,022) |
| Net cash generated from (used in) financing activities | 677,575 | (15,263) |
(Continued)
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (579,837) | (1,407,588) |
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR | 1,824,987 | 3,232,575 |
| CASH AND CASH EQUIVALENTS, END OF THE YEAR | $ 1,245,150 | $ 1,824,987 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110016 台北市信義區松仁路100號20樓
INDEPENDENT
AUDITORS' REPORT
The Board of Directors and Shareholders
International CSRC Investment Holdings Co., Ltd.
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110016, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
Opinion
We have audited the accompanying consolidated financial statements of International CSRC Investment Holdings Co., Ltd. (the "Corporation") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Validity of Operating Revenue from Certain Customers of the Carbon Black Segment
The operating revenue of the carbon black segment was NT$15,081,252 thousand, decreased by 12% compared with 2024. Sorting by the growth amount of operating revenue, we categorized the top growth customers that differ from the overall trend as significant risk customers. Therefore, we identified the validity of significant risk customers' operating revenue as key audit matters.
For the accounting policies, accounting estimates, estimation uncertainty and disclosure related to the validity of recognition of operating revenue, refer to Notes 4 and 39.
We understood and conducted control tests on the effectiveness of internal controls related to the validity of operating revenue recognition of the carbon black segment; sampled and inspected whether an original sales order existed for each sale in the carbon black segment and confirmed the revenue was consistent with the sales order; inspected whether delivery notes were properly received, and the product and quantities on the delivery notes were consistent with invoices. In addition, we performed cash receipt tests on the revenue of top growth customers in the carbon black segment and confirmed the accounts receivable balances at the end-of-period, and conducted alternative procedures for those who could not respond to the confirmation letters on time. The alternative procedures included checking the evidence of transactions and observing the status of subsequent receipts.
Other Matter
We have also audited the parent company only financial statements of International CSRC Investment Holdings Co., Ltd. as of and for the years ended December 31, 2025 and 2024, on which we have issued unmodified opinions.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, where applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Tza-Li Gung and Hsiu-Chun Huang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 10,593,696 | 22 | $ 7,513,216 | 14 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | - | - | 202,178 | - |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 1,107,208 | 2 | 1,836,182 | 3 |
| Notes receivable, net (Notes 4, 9 and 35) | 224,299 | 1 | 236,873 | - |
| Accounts receivable, net (Notes 4, 9, 25 and 35) | 2,604,888 | 5 | 3,039,522 | 6 |
| Accounts receivable from related parties, net (Notes 4 and 34) | 11,878 | - | - | - |
| Current tax assets (Notes 4 and 27) | 6,577 | - | 6,543 | - |
| Inventories (Notes 4, 10 and 35) | 3,451,697 | 7 | 3,242,602 | 6 |
| Other financial assets - current (Notes 4, 12, 34 and 35) | 3,146,783 | 6 | 4,763,983 | 9 |
| Other current assets (Note 19) | 1,012,837 | 2 | 1,420,562 | 3 |
| Total current assets | 22,159,863 | 45 | 22,261,661 | 41 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 35) | 4,324,073 | 9 | 5,769,518 | 11 |
| Investments accounted for using the equity method (Notes 4 and 14) | 2,824,664 | 6 | 5,235,020 | 10 |
| Property, plant and equipment (Notes 4 and 15) | 16,685,627 | 34 | 18,283,331 | 33 |
| Right-of-use assets (Notes 4 and 16) | 1,148,376 | 2 | 1,456,916 | 3 |
| Investment properties (Notes 4 and 17) | 22,835 | - | 286,318 | - |
| Goodwill (Notes 4 and 18) | - | - | 269,759 | - |
| Deferred tax assets (Notes 4 and 27) | 1,047,465 | 2 | 681,293 | 1 |
| Prepayments for equipment | 3,302 | - | 3,040 | - |
| Net defined benefit assets (Notes 4 and 23) | 3,584 | - | - | - |
| Other financial assets - non-current (Note 35) | 76,225 | - | 68,544 | - |
| Other non-current assets (Notes 4 and 19) | 889,570 | 2 | 488,505 | 1 |
| Total non-current assets | 27,025,721 | 55 | 32,542,244 | 59 |
| TOTAL | $ 49,185,584 | 100 | $ 54,803,905 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 20 and 35) | $ 10,323,593 | 21 | $ 7,313,723 | 13 |
| Short-term bills payable (Note 20) | - | - | 199,759 | - |
| Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 21) | 83,300 | - | 129,500 | - |
| Trade payables | 940,405 | 2 | 925,590 | 2 |
| Trade payables to related parties (Note 34) | 73,694 | - | 101,110 | - |
| Other payables (Notes 22 and 34) | 1,225,170 | 3 | 1,492,203 | 3 |
| Current tax liabilities (Notes 4 and 27) | 36,612 | - | 42,430 | - |
| Lease liabilities - current (Notes 4 and 16) | 68,396 | - | 140,731 | - |
| Current portion of long-term borrowings and bonds payable (Notes 4, 20 and 21) | 3,320,576 | 7 | 1,647,446 | 3 |
| Other current liabilities (Note 30) | 196,579 | - | 342,035 | 1 |
| Total current liabilities | 16,268,325 | 33 | 12,334,527 | 22 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Notes 4 and 21) | - | - | 3,258,323 | 6 |
| Long-term borrowings (Note 20) | 1,500,000 | 3 | - | - |
| Provisions - non-current (Notes 4 and 23) | 14,235 | - | 16,335 | - |
| Deferred tax liabilities (Notes 4 and 27) | 4,943,607 | 10 | 4,737,719 | 9 |
| Lease liabilities - non-current (Notes 4 and 16) | 859,924 | 2 | 995,371 | 2 |
| Net defined benefit liabilities (Notes 4 and 23) | 27,569 | - | 41,153 | - |
| Other non-current liabilities | 64,004 | - | 50,546 | - |
| Total non-current liabilities | 7,409,339 | 15 | 9,099,447 | 17 |
| Total liabilities | 23,677,664 | 48 | 21,433,974 | 39 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 21 and 24) | ||||
| Ordinary shares | 9,847,336 | 20 | 9,847,336 | 18 |
| Capital surplus | 9,237,013 | 19 | 9,237,013 | 17 |
| Retained earnings | ||||
| Legal reserve | 3,189,170 | 6 | 3,189,170 | 6 |
| Special reserve | 748,274 | 2 | 648,078 | 1 |
| (Accumulated deficit) unappropriated earnings | (119,027) | - | 4,129,838 | 8 |
| Total retained earnings | 3,818,417 | 8 | 7,967,086 | 15 |
| Other equity | 1,519,439 | 3 | 4,783,673 | 9 |
| Treasury shares | (290,088) | (1) | (290,088) | (1) |
| Total equity attributable to owners of the Corporation | 24,132,117 | 49 | 31,545,020 | 58 |
| NON-CONTROLLING INTERESTS | 1,375,803 | 3 | 1,824,911 | 3 |
| Total equity | 25,507,920 | 52 | 33,369,931 | 61 |
| TOTAL | $ 49,185,584 | 100 | $ 54,803,905 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Loss Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| NET LOSS FROM CONTINUING OPERATIONS | ||||
| Net operating revenue (Notes 4, 25 and 34) | $ 15,334,035 | 100 | $ 17,326,002 | 100 |
| Operating costs (Notes 10, 26 and 34) | 16,134,225 | 105 | 16,127,564 | 93 |
| Gross (loss) profit | (800,190) | (5) | 1,198,438 | 7 |
| Operating expenses (Notes 9, 23, 26 and 34) | ||||
| Selling and marketing expenses | 427,689 | 3 | 406,272 | 2 |
| General and administrative expenses | 807,046 | 6 | 823,738 | 5 |
| Research and development expenses | 164,143 | 1 | 185,250 | 1 |
| Expected credit loss (reversal gain) | 35,759 | - | (2,395) | - |
| Total operating expenses | 1,434,637 | 10 | 1,412,865 | 8 |
| Loss from operations | (2,234,827) | (15) | (214,427) | (1) |
| Non-operating income and expenses (Notes 4, 14, 26 and 34) | ||||
| Interest income | 381,293 | 3 | 513,198 | 3 |
| Other income | 837,518 | 6 | 151,619 | 1 |
| Other gains and losses | 26,689 | - | (467,982) | (3) |
| Finance costs | (706,928) | (5) | (795,524) | (5) |
| Share of loss of associates and joint ventures | (2,735,716) | (18) | (414,182) | (2) |
| Total non-operating income and expenses | (2,197,144) | (14) | (1,012,871) | (6) |
| Loss before income tax from continuing operations | (4,431,971) | (29) | (1,227,298) | (7) |
| Income tax benefit (expense) (Notes 4 and 27) | 4,924 | - | (425,913) | (3) |
| Net loss from continuing operations | (4,427,047) | (29) | (1,653,211) | (10) |
| LOSS FROM DISCONTINUED OPERATIONS (Note 11) | (92,580) | - | (1,240,026) | (7) |
| NET LOSS | (4,519,627) | (29) | (2,893,237) | (17) |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | (494) | - | 10,386 | - |
| Unrealized loss on investments in equity instruments at fair value through other comprehensive income | (1,648,370) | (11) | (762,916) | (4) |
| Share of the other comprehensive (loss) income of associates and joint ventures accounted for using the equity method | (1,827) | - | 2,773 | - |
| (Continued) |
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Loss Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating of foreign operations | $ (1,617,438) | (11) | $ 1,484,447 | 9 |
| Share of the other comprehensive (loss) income of associates and joint ventures accounted for using the equity method | (74,255) | - | 78,216 | - |
| Other comprehensive (loss) income | (3,342,384) | (22) | 812,906 | 5 |
| TOTAL COMPREHENSIVE LOSS | $ (7,862,011) | (51) | $ (2,080,331) | (12) |
| NET LOSS ATTRIBUTABLE TO: | ||||
| Owners of the Corporation | $ (4,148,725) | (27) | $ (2,712,871) | (16) |
| Non-controlling interests | (370,902) | (2) | (180,366) | (1) |
| $ (4,519,627) | (29) | $ (2,893,237) | (17) | |
| TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: | ||||
| Owners of the Corporation | $ (7,412,903) | (48) | $ (2,025,713) | (12) |
| Non-controlling interests | (449,108) | (3) | (54,618) | - |
| $ (7,862,011) | (51) | $ (2,080,331) | (12) | |
| LOSS PER SHARE (NEW TAIWAN DOLLARS; Note 28) | ||||
| From continuing and discontinued operations | ||||
| Basic | $ (4.28) | $ (2.80) | ||
| Diluted | $ (4.28) | $ (2.80) | ||
| From continuing operations | ||||
| Basic | $ (4.18) | $ (1.52) | ||
| Diluted | $ (4.18) | $ (1.52) |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity attributable to Owners of the Corporation (Note 24) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | ||||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated Deficit) | Exchange Differences on Translating of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Treasury Shares | Total | Non-controlling Interests | Total Equity | |||
| BALANCE ON JANUARY 1, 2024 | $ 9,847,336 | $ 9,237,013 | $ 3,189,170 | $ 648,815 | $ 6,831,945 | $ (589,662) | $ 4,696,204 | $ (290,088) | $ 33,570,733 | $ 1,882,007 | $ 35,452,740 |
| Appropriation of the 2023 earnings | |||||||||||
| Reversal of special reserve | - | - | - | (737) | 737 | - | - | - | - | - | - |
| Balance after appropriation | 9,847,336 | 9,237,013 | 3,189,170 | 648,078 | 6,832,682 | (589,662) | 4,696,204 | (290,088) | 33,570,733 | 1,882,007 | 35,452,740 |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | (2,478) | (2,478) |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (2,712,871) | - | - | - | (2,712,871) | (180,366) | (2,893,237) |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 10,027 | 1,435,915 | (758,784) | - | 687,158 | 125,748 | 812,906 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | - | (2,702,844) | 1,435,915 | (758,784) | - | (2,025,713) | (54,618) | (2,080,331) |
| BALANCE ON DECEMBER 31, 2024 | 9,847,336 | 9,237,013 | 3,189,170 | 648,078 | 4,129,838 | 846,253 | 3,937,420 | (290,088) | 31,545,020 | 1,824,911 | 33,369,931 |
| Appropriation of the 2024 earnings | |||||||||||
| Special reserve | - | - | - | 100,196 | (100,196) | - | - | - | - | - | - |
| Balance after appropriation | 9,847,336 | 9,237,013 | 3,189,170 | 748,274 | 4,029,642 | 846,253 | 3,937,420 | (290,088) | 31,545,020 | 1,824,911 | 33,369,931 |
| Net loss for the year ended December 31, 2025 | - | - | - | - | (4,148,725) | - | - | - | (4,148,725) | (370,902) | (4,519,627) |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 56 | (1,615,121) | (1,649,113) | - | (3,264,178) | (78,206) | (3,342,384) |
| Total comprehensive (loss) income for the year ended December 31, 2025 | - | - | - | - | (4,148,669) | (1,615,121) | (1,649,113) | - | (7,412,903) | (449,108) | (7,862,011) |
| BALANCE ON DECEMBER 31, 2025 | $ 9,847,336 | $ 9,237,013 | $ 3,189,170 | $ 748,274 | $ (119,027) | $ (768,868) | $ 2,288,307 | $ (290,088) | $ 24,132,117 | $ 1,375,803 | $ 25,507,920 |
The accompanying notes are an integral part of the consolidated financial statements.
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss before income tax from continuing operations | $ (4,431,971) | $ (1,227,298) |
| Loss before income tax from discontinued operations | (92,580) | (1,240,026) |
| Loss before income tax | (4,524,551) | (2,467,324) |
| Adjustments for: | ||
| Depreciation | 1,410,253 | 1,475,215 |
| Amortization | 26,766 | 27,878 |
| Expected credit loss (reversal gain) | 35,430 | (16,672) |
| Net (gain) loss on financial assets and liabilities at FVTPL | (46,749) | 90,222 |
| Interest expense | 709,568 | 839,620 |
| Interest income | (381,616) | (513,568) |
| Dividend income | (3,742) | (3,497) |
| Compensation costs of share-based payments | (2,127) | (2,432) |
| Share of loss of associates and joint ventures | 2,735,716 | 414,182 |
| Loss on disposal and retirement of property, plant and equipment | 57,947 | 12,612 |
| Loss on disposal of investment properties | 69,310 | - |
| Gain on disposal of subsidiary | (1,934) | - |
| Impairment loss recognized on non-financial assets | 81,409 | 1,363,960 |
| Unrealized gain on foreign exchange | (59) | (7,152) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 458,553 | (553,530) |
| Accounts receivable | 372,287 | 73,483 |
| Accounts receivable from related parties | (11,297) | 7 |
| Inventories | (219,733) | (581,239) |
| Other current assets | 402,036 | (713,765) |
| Other financial assets | 51,088 | (20,493) |
| Trade payables | 15,296 | 255,845 |
| Trade payables to related parties | (27,416) | 9,781 |
| Other payables | (233,569) | (398,706) |
| Provisions | (2,100) | 241 |
| Other current liabilities | (144,156) | 10,854 |
| Net defined benefit assets and liabilities | (17,662) | 1,849 |
| Cash generated from (used in) operations | 808,948 | (702,629) |
| Interest received | 518,208 | 471,225 |
| Income tax paid | (161,212) | (261,843) |
| Net cash (used in) generated from operating activities | 1,165,944 | (493,247) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from disposal of financial assets at FVTOCI | - | 17,558 |
| Proceeds from capital reduction of financial assets at FVTOCI | 79,294 | - |
| Acquisition of financial assets at FVTPL | - | (200,000) |
| Proceeds from disposal of financial assets at FVTPL | 202,727 | - |
| (Continued) |
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Acquisition of joint venture | $ (136,412) | $ (937,483) |
| Net cash inflow from disposal of subsidiary | 189,863 | - |
| Acquisition of property, plant and equipment | (1,060,239) | (995,119) |
| Proceeds from disposal of property, plant and equipment | 5,848 | 3,658 |
| Proceeds from disposal of investment properties | 199,190 | - |
| Decrease in other financial assets | 1,421,797 | 3,404,417 |
| (Increase) decrease in other non-current assets | (242,900) | 155,564 |
| Increase in prepayments for equipment | (14,305) | - |
| Decrease in prepayments for equipment | - | 139,900 |
| Dividends received | 3,742 | 3,497 |
| Net cash generated from investing activities | 648,605 | 1,591,992 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 3,009,870 | - |
| Decrease in short-term borrowings | - | (720,478) |
| Increase in short-term bills payable | - | 199,759 |
| Decrease in short-term bills payable | (199,759) | - |
| Proceeds from long-term borrowings | 1,500,000 | - |
| Repayments of long-term borrowings | (1,566,795) | (481,680) |
| Repayments of the principal portion of lease liabilities | (130,585) | (119,700) |
| Increase (decrease) in other non-current liabilities | 13,458 | (50,976) |
| Cash dividends paid | - | (2,478) |
| Interest paid | (636,796) | (761,519) |
| Net cash generated from (used in) financing activities | 1,989,393 | (1,937,072) |
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (723,462) | 613,980 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,080,480 | (224,347) |
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR | 7,513,216 | 7,737,563 |
| CASH AND CASH EQUIVALENTS, END OF THE YEAR | $ 10,593,696 | $ 7,513,216 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
Annex I : Breakdown of Individual Remuneration of the Company's Directors in 2025
Unit: NT$ thousands
| Title | Name | Director's Remuneration | Amount and Ratio of Total Remuneration (A+B+C+D) to Net Income (%) | Relevant Remuneration Received by Directors Who are Also Employees | Ratio of Amount and Total Compensation (A+B+C+D+E+F+G) to Net Income (%) | Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary | |
|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay (B) | Reward of Directors (C) | Business Execution Expenses (D) | Salary, Bonus, and All owances (E) | Severance Pay (F) | Employee Compensation (G) | |
| The Company | Companies in the consolidated financial statements | The Company | Companies in the consolidated financial statements | The Company | Companies in the consolidated financial statements | The Company | Companies in the consolidated financial statements |
| Cash | Shares | Cash | Shares | ||||
| Director | TCC Group Holdings CO., LTD. | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Representative: Chairman Kang-Yi, Koo | 5,400 | 6,840 | 0 | 0 | 0 | 0 | 52 |
| Representative: Guo-Heng, Yeh(Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 19.5 |
| Representative: Ming-Jen, Yu (Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 26 |
| Director | TCC Investment Corporation (Note 1) | 1200 | 1200 | 0 | 0 | 0 | 0 |
| Representative: Feng-Ping Liu | 0 | 0 | 0 | 0 | 0 | 0 | 52 |
| Director | Chi-Wen, Chang | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Director | Pei Yang CO., LTD. | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Representative: Nan-Chou, Lin | 0 | 0 | 0 | 0 | 0 | 0 | 52 |
| Independent Director | Yen-Wei, Ding (Note 2) | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Independent Director | Tzu-Nan, Chia (Note 2) | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Independent Director | Liang, Chang (Note 2) | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Independent Director | Yu-Chieh, Hsiao (Note 2) | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
Note 1: Notification of TCC Group Holdings CO., LTD. to change representative of Institutional Director - Change of Representative of Institutional Director from Guo-Heng, Yeh to Ming-Jen, Yu on April 16 2025.
Note 2: Regarding independent directors' remuneration payment policies, systems, standards and structure, and in accordance with their responsibilities, risks, time invested and other factors, describe the relevance to the amount of remuneration: The remuneration policy for directors and independent directors of the Company is established in accordance with Article 23 of the Company's Articles of Incorporation, which states: "The Board of Directors are authorized to set Directors' remuneration based on the Directors' involvement in business operations and value contributed to the Company and shall be comparable to both domestic and overseas peers within the same industry."
Note 3: Except for the compensation listed in the above table, the compensation that directors received by offering services (such as serving as a consultant instead of an employee) for companies in the financial statements: Nil.
Annex II: 2025 Deficit Compensation Statement
INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.
Deficit Compensation Statement
2025
Unit: New Taiwan Dollars
| Item | Amount |
|---|---|
| Beginning balance of unappropriated retained Earnings | 4,029,641,356 |
| Plus: Remeasurement on defined benefit plan | 55,786 |
| Unappropriated retained earnings- adjusted | 4,029,697,142 |
| Less: Net loss of 2025 | (4,148,724,642) |
| Deficit yet to be compensated – at the end of 2025 | (119,027,500) |