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FITH — Audit Report / Information 2026
May 21, 2026
52375_rns_2026-05-21_66d56e53-2c9f-47c6-a97f-e31ed4c6f305.pdf
Audit Report / Information
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FIT HOLDING CO., LTD. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 2025 AND 2024
For the convenience of readers and for information purpose only, the 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. 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.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
DECEMBER 31, 2025 AND 2024 CONSOLIDATED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORT
TABLE OF CONTENTS
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 ~ 3 |
| 3. Declaration of Consolidated Financial Statements of Affiliated Enterprises | 4 |
| 4. Independent Auditors' Report | 5 ~ 12 |
| 5. Consolidated Balance Sheets | 13 ~ 14 |
| 6. Consolidated Statements of Comprehensive Income | 15 |
| 7. Consolidated Statements of Changes in Equity | 16 |
| 8. Consolidated Statements of Cash Flows | 17 ~ 18 |
| 9. Notes to the Consolidated Financial Statements | 19 ~ 139 |
| (1) History and Organisation | 19 |
| (2) The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation | 19 |
| (3) Application of New Standards, Amendments and Interpretations | 19 ~ 21 |
| (4) Summary of Material Accounting Policies | 21 ~ 46 |
| (5) Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty | 46 ~ 48 |
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Contents
| Contents | Page |
|---|---|
| (6) Details of Significant Accounts | 48 ~ 108 |
| (7) Related Party Transactions | 109 ~ 116 |
| (8) Pledged Assets | 117 |
| (9) Significant Contingent Liabilities and Unrecognised Contract Commitments | 118 ~ 122 |
| (10) Significant Disaster Loss | 122 |
| (11) Significant Subsequent Events | 122 ~ 124 |
| (12) Others | 124 ~ 136 |
| (13) Supplementary Disclosures | 136 ~ 137 |
| (14) Segment Information | 138 ~ 139 |
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FIT HOLDING CO., LTD.
Declaration of Consolidated Financial Statements of Affiliated Enterprises
For the year ended December 31, 2025, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the entity that is required to be included in the consolidated financial statements of affiliates, is the same as the entity required to be included in the consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard No. 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.
Hereby declare,
FIT Holding Co., Ltd.
Guo, Tai-Chiang, Chairman
March 30, 2026
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INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR 25006056
To the Board of Directors and Shareholders of FIT Holding Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of FIT Holding Co., Ltd. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2025 financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Recognition of construction revenue - assessment on the stage of completion
Description
Please refer to Note 4(32) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(27) for details of contract assets, contract liabilities and construction revenue, which amounted to NT$10,889,106 thousand, NT$66,119 thousand and NT$24,064,455 thousand, respectively, as of December 31, 2025 and for the year then ended. Since the unavoidable costs of fulfilling construction contracts exceed the economic benefits expected to be received, the provision for onerous contracts amounted to NT$639,861 thousand. Please refer to Note 6(23) to the consolidated financial statements.
The Group’s construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, profit or loss should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract over time.
As the estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses, and the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, which might affect the construction revenue recognition, we consider the assessment on the stage of completion which was applied on construction
revenue recognition as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.
B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.
C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.
D. Performed substantive procedures relating to the construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
Valuation of goodwill impairment
Description
Please refer to Note 4(21) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(13) for details of intangible assets.
The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. As of December 31, 2025, the cost of goodwill amounted to NT$249,763 thousand and NT$611,760 thousand, respectively. The Group valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit's recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty
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which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding and assessed the reasonableness of valuation of goodwill impairment policies and procedures.
B. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
C. Assessed that the valuation model used in the appraisal report was widely used and appropriate.
D. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.
Valuation of property, plant and equipment impairment
Description
Please refer to Note 4(21) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(9) for details of property, plant and equipment.
As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of property, plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as one of the key audit matters.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding and assessed the reasonableness of valuation of property, plant and equipment impairment policies and procedures.
B. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
C. Verified whether the list of properties for the external appraiser is correct.
D. Assessed that the valuation method used in the appraisal report was appropriate.
E. Tested the external appraisal report’s valuation basis adequacy.
Other matter - Reference to the reports of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$698,933 thousand, constituting 1.04% of the consolidated total assets as at December 31, 2024, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT$18,676 thousand, constituting 0.63% of the consolidated total comprehensive income for the year then ended.
Other matter - Parent company only financial statements
We have audited and expressed an unmodified opinion with an other matters section on the parent company only financial statements of FIT Holding Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
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Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit 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 professional skepticism throughout the audit. We also:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the 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.
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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 of the current period 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.
Chou, Hsiao-Tzu
Lin, Kuan-Hung
For and on behalf of PricewaterhouseCoopers, Taiwan
March 30, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 7,746,562 | 13 | $ 7,928,276 | 12 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2)(19) | 739 | - | 4,074 | - |
| 1136 | Current financial assets at amortised cost | 6(4) and 8 | 6,299,247 | 10 | 7,665,651 | 12 |
| 1140 | Current contract assets | 6(27) and 7 | 10,892,561 | 18 | 8,906,886 | 13 |
| 1150 | Notes receivable, net | 6(5) | 26,630 | - | 13,019 | - |
| 1170 | Accounts receivable, net | 6(5)(11) | 1,541,903 | 2 | 1,620,160 | 2 |
| 1180 | Accounts receivable - related parties | 7 | 54,669 | - | 238,296 | - |
| 1200 | Other receivables | 7 | 735,205 | 1 | 33,041 | - |
| 1220 | Current tax assets | 21,533 | - | 17,168 | - | |
| 130X | Inventories | 6(6) | 1,063,176 | 2 | 1,321,180 | 2 |
| 1410 | Prepayments | 6(7) | 1,882,062 | 3 | 12,660,014 | 19 |
| 1470 | Other current assets | 8 | 138,531 | - | 1,008,295 | 2 |
| 11XX | Current Assets | 30,402,818 | 49 | 41,416,060 | 62 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(3) | 2,841,182 | 5 | 4,476,446 | 7 |
| 1535 | Non-current financial assets at amortised cost | 6(4) and 8 | 1,144,467 | 2 | 601,970 | 1 |
| 1550 | Investments accounted for using equity method | 6(8) | 2,433,099 | 4 | 2,089,747 | 3 |
| 1600 | Property, plant and equipment | 6(9) and 8 | 19,888,736 | 32 | 13,110,787 | 19 |
| 1755 | Right-of-use assets | 6(10) and 7 | 1,195,144 | 2 | 2,220,762 | 3 |
| 1760 | Investment property, net | 6(12) and 8 | 378,045 | 1 | 493,524 | 1 |
| 1780 | Intangible assets | 6(13) | 1,525,878 | 2 | 1,094,269 | 2 |
| 1840 | Deferred income tax assets | 6(21)(33) | 553,039 | 1 | 451,933 | 1 |
| 1915 | Prepayments for business facilities | 649,139 | 1 | 359,372 | - | |
| 1990 | Other non-current assets, others | 6(11)(15)(21) and 8 | 877,337 | 1 | 624,591 | 1 |
| 15XX | Non-current assets | 31,486,066 | 51 | 25,523,401 | 38 | |
| 1XXX | Total assets | $ 61,888,884 | 100 | $ 66,939,461 | 100 |
(Continued)
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(16) | $ 12,133,297 | 20 | $ 5,435,677 | 8 |
| 2110 | Short-term notes and bills payable | 6(17) | 4,912,426 | 8 | 4,516,472 | 7 |
| 2130 | Current contract liabilities | 6(27) and 7 | 286,814 | 1 | 198,745 | - |
| 2150 | Notes payable | 137 | - | 8,102 | - | |
| 2170 | Accounts payable | 6,322,924 | 10 | 4,024,953 | 6 | |
| 2180 | Accounts payable to related parties | 7 | 16,432 | - | 99 | - |
| 2200 | Other payables | 6(18) | 1,965,879 | 3 | 1,406,103 | 2 |
| 2220 | Other payables to related parties | 7 | 16,335 | - | 13,815 | - |
| 2230 | Current income tax liabilities | 202,055 | - | 247,769 | - | |
| 2250 | Current provisions | 6(23) | 896,296 | 1 | 160,385 | - |
| 2280 | Current lease liabilities | 7 | 134,292 | - | 130,000 | - |
| 2320 | Long-term liabilities, current portion | 6(19)(20) | 19,051,819 | 31 | 971,188 | 2 |
| 2399 | Other current liabilities, others | 67,079 | - | 12,250 | - | |
| 21XX | Current Liabilities | 46,005,785 | 74 | 17,125,558 | 25 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(19) | - | - | 1,976,525 | 3 |
| 2540 | Long-term borrowings | 6(20) | 10,436,553 | 17 | 25,515,915 | 38 |
| 2570 | Deferred income tax liabilities | 6(33) | 606,768 | 1 | 456,184 | 1 |
| 2580 | Non-current lease liabilities | 7 | 853,786 | 2 | 1,852,620 | 3 |
| 2600 | Other non-current liabilities | 6(8)(23) | 89,631 | - | 54,696 | - |
| 25XX | Non-current liabilities | 11,986,738 | 20 | 29,855,940 | 45 | |
| 2XXX | Total Liabilities | 57,992,523 | 94 | 46,981,498 | 70 | |
| Equity | ||||||
| Share capital | 6(24) | |||||
| 3110 | Share capital - common stock | 2,462,421 | 4 | 2,462,421 | 4 | |
| Capital surplus | 6(25) | |||||
| 3200 | Capital surplus | 5,738,331 | 9 | 5,127,207 | 7 | |
| Retained earnings | 6(26) | |||||
| 3310 | Legal reserve | 233,561 | - | 120,162 | - | |
| 3320 | Special reserve | 8,361 | - | 8,361 | - | |
| 3350 | Unappropriated retained earnings (accumulated deficit) | (5,189,476) | (8) | 1,279,725 | 2 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | 62,041 | - | 1,870,001 | 3 | |
| 31XX | Equity attributable to owners of the parent | 3,315,239 | 5 | 10,867,877 | 16 | |
| 36XX | Non-controlling interest | 581,122 | 1 | 9,090,086 | 14 | |
| 3XXX | Total equity | 3,896,361 | 6 | 19,957,963 | 30 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 61,888,884 | 100 | $ 66,939,461 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amounts)
| Items | Notes | Year ended December 31 | 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(27) and 7 | $ 32,820,918 | 100 | $ 26,903,862 | 100 |
| 5000 | Operating costs | 6(6)(32) and 7 | ( 48,513,748) | ( 148) | ( 23,277,055) | ( 87) |
| 5900 | Gross (loss) profit | ( 15,692,830) | ( 48) | 3,626,807 | 13 | |
| 5910 | Unrealized profit from sales | ( 43,478) | - | ( 32,443) | - | |
| 5920 | Realized profit on from sales | 285 | - | - | - | |
| 5950 | Net gross (loss) profit | ( 15,736,023) | ( 48) | 3,594,364 | 13 | |
| Operating expenses | 6(32) and 7 | |||||
| 6100 | Selling expenses | ( 179,943) | ( 1) | ( 224,625) | ( 1) | |
| 6200 | General and administrative expenses | ( 1,459,283) | ( 4) | ( 1,231,988) | ( 5) | |
| 6300 | Research and development expenses | ( 257,125) | ( 1) | ( 403,661) | ( 1) | |
| 6450 | Expected credit loss | 12(2) | ( 2,675) | - | ( 635) | - |
| 6000 | Total operating expenses | ( 1,899,026) | ( 6) | ( 1,860,909) | ( 7) | |
| 6900 | Operating (loss) profit | ( 17,635,049) | ( 54) | 1,733,455 | 6 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(4)(28) | 248,914 | 1 | 227,130 | 1 |
| 7010 | Other income | 6(12)(29) and 7 | 261,580 | 1 | 250,309 | 1 |
| 7020 | Other gains and losses | 6(2)(14)(30) | ( 894,377) | ( 3) | 150,736 | - |
| 7050 | Finance costs | 6(31) and 7 | ( 1,139,045) | ( 4) | ( 608,745) | ( 2) |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method | 6(8) | 287,885 | 1 | 197,502 | 1 |
| 7000 | Total non-operating income and expenses | ( 1,235,043) | ( 4) | 216,932 | 1 | |
| 7900 | Profit before income tax | ( 18,870,092) | ( 58) | 1,950,387 | 7 | |
| 7950 | Income tax expense | 6(33) | ( 408,830) | ( 1) | ( 531,655) | ( 2) |
| 8200 | (Loss) profit for the year | ( $ 19,278,922) | ( 59) | $ 1,418,732 | 5 | |
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Other comprehensive income, before tax, actuarial gains on defined benefit plans | 6(21) | $ 10,812 | - | $ 12,397 | - |
| 8316 | Unrealised (loss) gains from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ( 1,737,889) | ( 5) | 1,275,836 | 5 |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(33) | ( 2,163) | - | ( 2,479) | - |
| 8310 | Components of other comprehensive income that will not be reclassified to loss or profit | ( 1,729,240) | ( 5) | 1,285,754 | 5 | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | ( 199,199) | ( 1) | 292,050 | 1 | |
| 8399 | Income tax relating to the components of other comprehensive income | 6(33) | 3,061 | - | ( 34,353) | - |
| 8360 | Components of other comprehensive income that will be reclassified to loss or profit | ( 196,138) | ( 1) | 257,697 | 1 | |
| 8300 | Other comprehensive (loss) income for the year | ( $ 1,925,378) | ( 6) | $ 1,543,451 | 6 | |
| 8500 | Total comprehensive (loss) income for the year | ( $ 21,204,300) | ( 65) | $ 2,962,183 | 11 | |
| (Loss) profit attributable to: | ||||||
| 8610 | Owners of the parent | ( $ 5,625,725) | ( 17) | $ 1,124,070 | 4 | |
| 8620 | Non-controlling interest | ( 13,653,197) | ( 42) | 294,662 | 1 | |
| Total | ( $ 19,278,922) | ( 59) | $ 1,418,732 | 5 | ||
| Comprehensive (loss) income attributable to: | ||||||
| 8710 | Owners of the parent | ( $ 7,425,036) | ( 23) | $ 2,594,656 | 10 | |
| 8720 | Non-controlling interest | ( 13,779,264) | ( 42) | 367,527 | 1 | |
| Total | ( $ 21,204,300) | ( 65) | $ 2,962,183 | 11 | ||
| (Loss) earnings per share | 6(34) | |||||
| 9750 | Basic (loss) earnings per share (in dollars) | ( $ | 22.85) | $ 4.56 | ||
| 9850 | Diluted (loss) earnings per share (in dollars) | ( $ | 22.85) | $ 4.54 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity interest | Non-controlling interest | |||||||||
| Notes | Share capital - common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised (losses) gains from financial assets measured at fair value through other comprehensive income | Total | Total equity | ||
| Year 2024 | |||||||||||
| Balance at January 1, 2024 | $ 2,462,421 | $ 5,004,042 | $ 105,157 | $ 299,035 | $ 239,431 | ($ 226,606) | $ 635,939 | $ 8,519,419 | $ 8,193,720 | $ 16,713,139 | |
| Profit | - | - | - | - | 1,124,070 | - | - | 1,124,070 | 294,662 | 1,418,732 | |
| Other comprehensive income | 6(3) | - | - | - | - | 9,918 | 184,832 | 1,275,836 | 1,470,586 | 72,865 | 1,543,451 |
| Total comprehensive income | - | - | - | - | 1,133,988 | 184,832 | 1,275,836 | 2,594,656 | 367,527 | 2,962,183 | |
| Cash dividends from capital surplus | 6(25) | - | (123,121) | - | - | - | - | - | (123,121) | - | (123,121) |
| Appropriation and distribution of retained earnings | 6(26) | ||||||||||
| Legal reserve appropriated | - | - | 15,005 | - | (15,005) | - | - | - | - | - | |
| Special reserve appropriated | - | - | - | (290,674) | 290,674 | - | - | - | - | - | |
| Cash dividends to shareholders | - | - | - | - | (369,363) | - | - | (369,363) | - | (369,363) | |
| Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method | - | 30,422 | - | - | - | - | - | 30,422 | - | 30,422 | |
| Changes in ownership interests in subsidiaries | 6(19)(25)(35) | - | 214,517 | - | - | - | - | - | 214,517 | 709,289 | 923,806 |
| Changes in non-controlling interest | 6(35) | - | - | - | - | - | - | - | - | (182,366) | (182,366) |
| Compensation costs | 6(22)(24) | - | 1,347 | - | - | - | - | - | 1,347 | 1,916 | 3,263 |
| Balance at December 31, 2024 | $ 2,462,421 | $ 5,127,207 | $ 120,162 | $ 8,361 | $ 1,279,725 | ($ 41,774) | $ 1,911,775 | $ 10,867,877 | $ 9,090,086 | $ 19,957,963 | |
| Year 2025 | |||||||||||
| Balance at January 1, 2025 | $ 2,462,421 | $ 5,127,207 | $ 120,162 | $ 8,361 | $ 1,279,725 | ($ 41,774) | $ 1,911,775 | $ 10,867,877 | $ 9,090,086 | $ 19,957,963 | |
| Loss | - | - | - | - | (5,625,725) | - | - | (5,625,725) | (13,653,197) | (19,278,922) | |
| Other comprehensive income (loss) | - | - | - | - | 8,649 | (70,071) | (1,737,889) | (1,799,311) | (126,067) | (1,925,378) | |
| Total comprehensive loss | - | - | - | - | (5,617,076) | (70,071) | (1,737,889) | (7,425,036) | (13,779,264) | (21,204,300) | |
| Appropriation and distribution of retained earnings | 6(26) | ||||||||||
| Legal reserve appropriated | - | - | 113,399 | - | (113,399) | - | - | - | - | - | |
| Cash dividends to shareholders | - | - | - | - | (738,726) | - | - | (738,726) | - | (738,726) | |
| Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method | - | 13,441 | - | - | - | - | - | 13,441 | (2,545) | 10,896 | |
| Changes in ownership interests in subsidiaries | 6(25)(35) | - | 573,537 | - | - | - | - | - | 573,537 | 4,236,168 | 4,809,705 |
| Disposal of investments accounted for using the equity method | 6(8)(25) | - | (2,477) | - | - | - | - | - | (2,477) | - | (2,477) |
| Changes in non-controlling interest | 6(35) | - | - | - | - | - | - | - | - | 987,488 | 987,488 |
| Compensation costs | 6(22)(25) | - | 26,623 | - | - | - | - | - | 26,623 | 49,189 | 75,812 |
| Balance at December 31, 2025 | $ 2,462,421 | $ 5,738,331 | $ 233,561 | $ 8,361 | ($ 5,189,476) | ($ 111,845) | $ 173,886 | $ 3,315,239 | $ 581,122 | $ 3,896,361 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss) profit before tax | ($) | 18,870,092) | $ 1,950,387 |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation (including investment property and right-of-use assets) | 6(9)(10)(12)(30)(32) | ||
| Amortization | 6(13)(32) | 898,674 | 627,157 |
| Unrealized gross profit on sales | 6(8) | 98,468 | 81,957 |
| Realized gross profit on sales | 6(8) | 43,478 | 32,443 |
| Expected credit impairment loss | 12(2) | 2,675 | - |
| Gains on disposals of property, plant and equipment | 6(9)(30) | (516,296) | (28,812) |
| Financial assets at fair value through profit or loss | 6(2)(30) | 2,085 | (2,482) |
| Share of profit of associates and joint ventures accounted for using the equity method | (287,885) | (197,502) | |
| Interest expense | 6(31) | 1,139,045 | 608,745 |
| Interest income | 6(28) | (248,914) | (227,130) |
| Dividend income | 6(29) | (141,068) | (134,293) |
| Compensation cost of employee share options | 6(22) | 75,812 | 3,263 |
| Deferred government grants revenue recognised | (925) | (3,932) | |
| Income from subleasing right-of-use assets | (38) | (806) | |
| Profit from lease modification | 6(10)(30) | (7,317) | (1) |
| Gain on disposal of investments | 6(30) | (3,274) | - |
| Impairment loss on non-financial assets | 6(30) | 1,310,134 | 127,272 |
| Loss on default | 6(30) | 154,733 | - |
| Provisions for onerous contracts | 6(23) | 605,399 | 6,677 |
| Warranty provision (reversal gain) loss | (1,031) | 2,217 | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Current contract assets | (1,785,450) | (230,926) | |
| Notes receivable, net | (13,611) | 12,635 | |
| Accounts receivable | 139,801 | 358,019 | |
| Accounts receivable - related parties | 183,627 | (204,593) | |
| Other receivables | (694,218) | 48,853 | |
| Inventories | 258,004 | 27,792 | |
| Prepayments | 10,728,916 | (6,559,216) | |
| Other current assets | (10,897) | 6,846 | |
| Changes in operating liabilities | |||
| Contract liabilities - current | 58,070 | 2,163 | |
| Notes payable | (8,340) | (24,575) | |
| Accounts payable | 2,283,279 | 1,443,724 | |
| Accounts payable to related parties | 16,333 | (9,811) | |
| Other payables | (101,647) | 252,438 | |
| Other payables to related parties | 2,520 | (2,885) | |
| Provision for liabilities | (23,485) | - | |
| Other current liabilities | 52,606 | 236 | |
| Cash outflow generated from operations | (4,661,114) | (2,033,505) | |
| Interest received | 241,048 | 244,853 | |
| Interest paid | (1,044,428) | (538,740) | |
| Dividends received | 171,359 | 151,152 | |
| Income tax paid | (569,986) | (475,336) | |
| Net cash flows used in operating activities | (5,863,121) | (2,651,576) |
(Continued)
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through other comprehensive income | ($ 102,733) | ($ 45,780) | |
| Increase (decrease) in financial assets at amortised cost | 823,907 | ( 5,006,006 ) | |
| Proceeds from disposal (acquisition) of financial assets at fair value through profit or loss | 1,250 | ( 29 ) | |
| Acquisition of equity interest in subsidiaries (net of cash acquired) | 6(37) | ||
| Net cash flow from acquisition of subsidiaries | 6(36) | 779,025 | - |
| Acquisition of investments accounted for using the equity method | 6(8) and 7 | ( 116,400 ) | ( 852,327 ) |
| Acquisition of property, plant and equipment | 6(9)(37) | ( 8,660,863 ) | ( 5,901,653 ) |
| Proceeds from disposal of property, plant and equipment | 6(9) | 955,880 | 45,674 |
| Acquisition of intangible assets | 6(13) | ( 7,456 ) | ( 16,033 ) |
| Increase in prepayments for business facilities | ( 309,600 ) | ( 221,353 ) | |
| Decrease (increase) in refundable deposits | 799,243 | ( 187,904 ) | |
| Increase in other non-current assets | ( 43,914 ) | ( 41,066 ) | |
| Net cash flows used in investing activities | ( 5,925,027 ) | ( 12,226,477 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(38) | 29,154,873 | 20,543,605 |
| Decrease in short-term borrowings | 6(38) | ( 22,392,213 ) | ( 24,320,356 ) |
| Increase in short-term notes payable | 6(38) | 395,954 | 510,858 |
| Increase in long-term borrowings | 6(38) | 30,131,461 | 31,893,000 |
| Decrease in long-term borrowings | 6(38) | ( 29,231,901 ) | ( 12,012,581 ) |
| Repayment of lease liabilities | 6(38) | ( 120,539 ) | ( 161,122 ) |
| Increase (decrease) in guarantee deposits received | 2,656 | ( 6,122 ) | |
| (Decrease) increase in other non-current liabilities | ( 5,124 ) | 2,047 | |
| Cash dividends paid | 6(26) | ( 738,726 ) | ( 369,363 ) |
| Cash dividends from capital surplus | 6(25) | - | ( 123,121 ) |
| Subsidiary's cash dividends paid to non-controlling interests | 6(35) | ( 212,594 ) | ( 182,366 ) |
| Proceeds from disposal of subsidiaries | 6(35) | 827,174 | - |
| Changes in non-controlling interest | 6(35) | 3,823,902 | 1,350 |
| Net cash flows from financing activities | 11,634,923 | 15,775,829 | |
| Changes in foreign currency exchange | ( 28,489 ) | 77,371 | |
| Net (decrease) increase in cash and cash equivalents | ( 181,714 ) | 975,147 | |
| Cash and cash equivalents at beginning of year | 7,928,276 | 6,953,129 | |
| Cash and cash equivalents at end of year | $ 7,746,562 | $ 7,928,276 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
- History and Organisation
A. FIT Holding Co., Ltd. (the “Company”) and its subsidiaries (collectively referred herein as the “Group”) were incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on October 1, 2018. The Group is primarily engaged in production, manufacturing and trading of optical instrument components, computer peripheral components, 3C products, image scanners and multifunction printers, investment and development of power plant and cleaning energy services.
B. The Company’s subsidiaries, Glory Science Co., Ltd. (Glory Science), Power Quotient International Co., Ltd. (PQI) and Foxlink Image Technology Co., Ltd. (Foxlink Image) entered into a joint share swap agreement as approved by each of their Board of Directors in May 2018. The Company acquired 100% shares of Glory Science, PQI and Foxlink Image through share swap by exchanging 1 common share of PQI with 0.194 common share of the Company, 1 common share of Foxlink Image with 0.529 common share of the Company and 1 common share of Glory Science with 1 common share of the Company. The agreement was approved by the shareholders of Glory Science, PQI and Foxlink Image in June 2018, respectively. The transactions of joint shares swap were completed on October 1, 2018. The Company’s shares were listed on the Taiwan Stock Exchange (TSE) and approved by the regulatory authority on the same date. Cheng Uei Precision Industry Co., Ltd. holds an indirect ownership interest of 38.19% in the Company, which was the Company’s largest shareholder and had control over the Company. Cheng Uei was the ultimate parent company of the Company.
- The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
These consolidated financial statements were authorised for issuance by the Board of Directors on March 30, 2026
- Application of New Standards, Amendments and Interpretations
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS®”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2025 are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IAS 21, ‘Lack of exchangeability’ | January 1, 2025 |
~19~
The above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment.
(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2026 are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 9 and IFRS 7, ‘Amendments to the classification and measurement of financial instruments’ | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature-dependent electricity’ | January 1, 2026 |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – comparative information’ | January 1, 2023 |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
Except for the following, the above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment:
Amendments to IFRS 9 and IFRS 7, 'Amendments to the classification and measurement of financial instruments'
(A) Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion, covering contractual terms that can change cash flows based on contingent events (for example, interest rates linked to ESG targets), non-recourse features and contractually-linked instruments.
(B) Add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets), including a qualitative description of the nature of the contingent event, quantitative information about the possible changes to contractual cash flows that could result from those contractual terms and the gross carrying amount of financial assets and amortised cost of financial liabilities subject to these contractual terms.
(C) Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception relating to the derecognition of a financial liability (or part of a financial liability) settled through an electronic cash transfer system. Applying the exception, an entity is permitted to derecognise a financial liability at an earlier date if, and only if, the entity has initiated a payment instruction and specific conditions are met.
The conditions for the exception are that the entity making the payment does not have:
a. the practical ability to withdraw, stop or cancel the payment instruction;
b. the practical ability to access the cash used for settlement; and
c. significant settlement risk.
(D) Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). The entity shall disclose the fair value of each class of investment and is no longer required to disclose the fair value of each investment. In addition, the amendments require the entity to disclose the fair value gain or loss presented in other comprehensive income during the period, showing separately the fair value gain or loss related to investments derecognised during the reporting period and the fair value gain or loss related to investments held at the end of the reporting period; and any transfers of the cumulative gain or loss within equity during the reporting period related to the investments derecognised during that reporting period.
(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| 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 International Accounting Standards Board |
| IFRS 18, ‘Presentation and disclosure in financial statements’ | January 1, 2027(Note) |
| IFRS 19, ‘Subsidiaries without public accountability: disclosures’ | January 1, 2027 |
| Amendments to IAS 21, ‘Translation to a Hyperinflationary Presentation | Currency’ |
Note : The FSC has announced in a press release on September 25, 2025 that public companies will apply IFRS 18 starting from the fiscal year 2028. Additionally, entities can choose to adopt IFRS 18 earlier based on their requirements after the FSC endorses IFRS 18.
Except for the following, the above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment:
IFRS 18, 'Presentation and disclosure in financial statements'
IFRS 18, 'Presentation and disclosure in financial statements' replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to management-defined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
- Summary of Material Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the "IFRSs").
(2) Basis of preparation
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
(a) Financial assets and liabilities (including derivatives) at fair value through profit or loss.
(b) Financial assets at fair value through other comprehensive income.
(c) Defined benefit assets and liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
A. Basis for preparation of consolidated financial statements:
(a) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
(d) Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
~22~
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
(f) For the intra-group reorganisation, the Group shall recognise the acquisition in investments accounted for using equity method based on the carrying amount of subsidiary (net of impairment loss) in accordance with Accounting Research and Development Foundation Interpretation 100-248 and other related letters. The difference between carrying amount of the Group's investments accounted for using equity method in the subsidiary (net of impairment loss) and its consideration will be adjusted in "capital surplus, share premium". If the write-off is insufficient, "retained earnings" will be adjusted and decreased.
B. Subsidiaries included in the consolidated financial statements:
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| The Company | Glory Science Co., Ltd. (Glory Science) | Manufacture and sale of optical lens components and other products | 100 | 100 | |
| The Company | Foxlink Image Technology Co., Ltd. (Foxlink Image) | Manufacture and sale of image scanners and multifunction printers | 100 | 100 | |
| The Company | Power Quotient International Co., Ltd. (PQI) | Manufacture of electronic telecommunication components | 100 | 100 | |
| The Company | Shih Fong Power Co., Ltd. (Shih Fong) | Energy service management | 16.30 | 16.30 | Note 1 |
| The Company | Synergy Co., Ltd. (Synergy) | Energy service management | 2.30 | - | Note 8 |
| Glory Science | GLORY TEK (BVI) CO.,LTD. (GLORY TEK) | General investments holding | 100 | 100 | |
| GLORY TEK | GLORY OPTICS (BVI) CO., LTD. (GLORY OPTICS) | Sales agent | 100 | 100 |
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31,2025 | December 31,2024 | ||||
| GLORY TEK | GLORY TEK (SAMOA) CO., LTD. (GLORY TEK (SAMOA)) | General investments holding | 100 | 100 | |
| GLORY TEK | GLORYTEK SCIENCE INDIA PRIVATE LIMITED (GLORYTEK SCIENCE INDIA) | Manufacture and sale of the components of communication and consumer electronics | 99.27 | 99.27 | |
| GLORY TEK (SAMOA) | Glorytek (Suzhou) Co., Ltd. (Glorytek Suzhou) | Production and processing and sale of optical lens components and other products | 100 | 100 | |
| GLORY TEK (SAMOA) | Glory Optics (Yancheng) Co., Ltd. (GOYC) | Production and processing and sale of optical lens components and other products | 47 | 47 | Note 2 |
| GLORY OPTICS | Glorytek (Yancheng) Co., Ltd. (Glorytek Yancheng) | Production and processing and sale of optical lens components and other products | 100 | 100 | |
| Glorytek Yancheng | Yancheng Yaowei Technology Co., Ltd. (YYWT) | Production and processing and sale of optical lens components and other products | 100 | 100 | |
| Glorytek Suzhou | Glory Optics (Yancheng) Co., Ltd. (GOYC) | Production and processing and sale of optical lens components and other products | 53 | 53 | Note 2 |
| Foxlink Image | ACCU-IMAGE TECHNOLOGY LIMITED (AITL) | Manufacture and sale of image scanners and multifunction printers | 100 | 100 | |
| Foxlink Image | Shih Fong Power Co., Ltd. (Shih Fong) | Energy service management | 34.70 | 34.70 | Note 1 |
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31,2025 | December 31,2024 | ||||
| Foxlink Image | Shinfox Energy Co. Ltd. (Shinfox Energy) | Energy service management | 6.67 | - | Note 9 |
| AITL | Dong Guan Fu Zhang Precision Industry Co., Ltd. (DGFZ) | Mould development and moulding tool manufacture | 100 | 100 | |
| AITL | Dongguan Fu Wei Electronics Co., Ltd. (Dongguan Fu Wei) | Manufacture and sale of image scanners and multifunction printers | 100 | 100 | |
| AITL | Wei Hai Fu Kang Electric Co., Ltd. (WHFK) | Manufacture and sale of parts and moulds of photocopiers and scanners | 100 | 100 | |
| AITL | Dong Guan HanYang Computer Co., Ltd. (DGHY) | Manufacture of image scanners and multifunction printers and investment of real estate | 100 | 100 | |
| PQI | Power Quotient International (H.K.) Co., Ltd. (PQI H.K.) | Sale of electronic telecommunication components | 100 | 100 | |
| PQI | PQI Japan Co., Ltd. (PQI JAPAN) | Sale of electronic telecommunication components | 100 | 100 | |
| PQI | Syscom Development Co., Ltd. (SYSCOM) | Specialized investments holding | 100 | 100 | |
| PQI | Apix Limited (APIX) | Specialized investments holding | 100 | 100 | |
| PQI | Power Sufficient International Co., Ltd. (PSI) | Sale of medical instruments | - | - | Note 23 |
| PQI | Shinfox Energy Co. Ltd. (Shinfox) | Energy service management | 37.49 | 45.82 | Note 9 |
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31,2025 | December 31,2024 | ||||
| Shinfox | Foxwell Energy Corporation Ltd.(Foxwell Energy) | Energy service management | 100 | 100 | Note 10、19 |
| Shinfox | Shinfox Natural Gas Co., Ltd.(Shinfox Natural Gas) | Energy service management | 80 | 80 | |
| Shinfox | Kunshan Jiuwei Info Tech Co., Ltd.(Kunshan Jiuwei) | Supply chain finance energy service management | 100 | 100 | Note 21 |
| Shinfox | Foxwell Power Co., Ltd. (Foxwell Power) | Energy service management | 49.36 | 77.57 | Note 7 |
| Shinfox | Jiuwei Power Co., Ltd. (Jiuwei Power) | Natural gas service management | 100 | 100 | Note 22 |
| Shinfox | Elegant Energy TECH Co., Ltd. (Elegant Energy) | Energy service management | 100 | 100 | |
| Shinfox | Yuanshan Forest Natural Resources Co., Ltd. (Yuanshan Forest) | Afforestation | 100 | 100 | |
| Shinfox | Guanwei Power Co., Ltd. (Guanwei Power) | Electricity generating enterprise | 51 | 51 | |
| Shinfox | Junwei Power Co., Ltd. (Junwei Power) | Electricity generating enterprise | 100 | 100 | Note 6 |
| Shinfox | Shinfox Far East Company Pte. Ltd. (SFE) | Maritime Engineering | 67 | 67 | |
| Shinfox | Eastern Rainbow Green Energy Environmental Technology Co., Ltd.(Eastern Rainbow Green Energy) | Electricity generating enterprise | 56.63 | 56.63 |
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31,2025 | December 31,2024 | ||||
| Shinfox | Chengdu Xinfuwei Energy Co., Ltd. (Chengdu Xinfuwei) | Electricity generating enterprise | 100 | 100 | Note 3 |
| Shinfox | Fox Nam Energy Co., LTD. (Fox Nam) | Electricity generating enterprise | 100 | 100 | Note 3 |
| Shinfox | Youde Wind Power Co., Ltd. (Youde Wind Power) | Electricity generating enterprise | 70.04 | 70.04 | Note 3、5 |
| Shinfox | Synergy Co., Ltd. (Synergy) | Energy service management | 50 | - | Note 8 |
| SFE | Shinfox Far East (Taiwan) Company Pty Ltd (SFET) | Maritime Engineering | 100 | 100 | Note 3 |
| SFE | SFE Hercules Company Corporation (SFEH) | Maritime Engineering | 100 | 100 | Note 3 |
| SFE | SFE Developer Company Corporation (SFED) | Maritime Engineering | 100 | 100 | Note 3、11 |
| Eastern Rainbow Green Energy Environmental Technology Co., Ltd. (Eastern Rainbow Green Energy) | Eastern Rainbow Environmental Technology Co., Ltd. (Eastern Rainbow Environmental) | Energy Technical Services | 100 | 100 | |
| Eastern Rainbow Green Energy | Kunshan Eastern Rainbow Environmental Equipment Co., Ltd. (Kunshan Eastern Rainbow) | Energy Technical Services | 100 | 100 |
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31,2025 | December 31,2024 | ||||
| Foxwell Energy | Xinwei Power Co., Ltd. (Xinwei Power) | Electricity generating enterprise | - | 100 | Note 13 |
| Foxwell Energy | Youde Wind Power Co., Ltd. (Youde Wind Power) | Electricity generating enterprise | 29.96 | 29.96 | Note 3、5 |
| Foxwell Power | Foxwell Certification Co., Ltd. (Foxwell Certification) | Energy Technical Services | 95.50 | 95.50 | Note 4 |
| Foxwell Power | Billion Sun Energy Storage Technologies Inc.(Billion Sun) | Energy Technical Services | 30 | - | Note 15 |
| Foxwell Power | Huijie Energy Co., Ltd. (Huijie) | Energy Technical Services | 100 | - | Note 12 |
| Foxwell Power | Smart Power System Co., Ltd. (Smart Power System) | Energy Technical Services | 51 | - | Note 14 |
| Smart Power System | Zhixin Energy Co., Ltd. (Zhixin) | Energy storage equipment services and operation & maintenance (O&M) services industry | 100 | - | Note 17 |
| Smart Power System | Smart Power system Australia Pty Ltd | Energy Technical Services | 100 | - | Note 17 |
| Smart Power System | Zhiwei Electric Power Co., Ltd. (Zhiwei Electric) | Electrical equipment inspection and maintenance services industry | - | - | Note 20 |
| Synergy | Billion Sun Energy Storage Technologies Inc. | Energy Technical Services | 40 | - | Note 15 |
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | |
|---|---|---|---|---|---|
| December 31,2025 | December 31,2024 | ||||
| Synergy | Xinwei Power Co., Ltd. (Xinwei Power) | Electricity generating enterprise | 100 | - | Note 13 |
| SYSCOM | FOXLINK POWERBANK INTERNATIONAL TECHNOLOGY PRIVATE LIMITED (FOXLINK POWERBANK) | Manufacture of electronic telecommunication components | 99.27 | 99.27 | |
| APIX | Sinocity Industries Limited (Sinocity) | Sales of electronic equipment | 100 | 100 | |
| APIX | Perennial Ace Limited (Perennial) | Specialised investments holding | 100 | 100 | |
| Sinocity | DG LIFESTYLE STORE LIMITED (MDG) | Sales of electronic equipment | - | 100 | Note 18 |
| PQI H.K. | Power Quotient Technology (YANCHENG) Co., Ltd. (PQI YANCHENG) | Manufacture of electronic telecommunication components | 100 | 100 | |
| PQI YANCHENG | PQI (Xuzhou) New Energy Co.,Ltd. (PQI Xuzhou) | Manufacture of electronic telecommunication components | - | 100 | Note 16 |
Note 1: The Company jointly held $51\%$ of the share capital of Shih Fong with Foxlink Image.
Note 2: GLORY TEK (SAMOA) and Glorytek Suzhou jointly held $100\%$ equity interest of GOYC.
Note 3: A subsidiary that was established and invested or acquired through merger in 2024.
Note 4: The Group's second-tier subsidiary, Foxwell Certification Co., Ltd., increased its capital on May 2024, and reserved certain shares for employee preemption in accordance with regulations. As a result, the Group's shareholding ratio was decreased by $4.50\%$ from $100\%$ to $95.5\%$ .
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Note 5: The Group’s second-tier subsidiary, Shinfox and Foxwell Energy, participated in Youde Wind Power Co., Ltd.’s capital increase in November 2024. After the capital increase, Youde Wind Power became a wholly-owned subsidiary of Shinfox and Foxwell Energy with 70.04% and 29.96% ownership, respectively, resulting in the Group holding 100% of the equity interest in Youde Wind Power.
Note 6: On December 26, 2024, the Group’s second-tier subsidiary, Shinfox Energy, participated in the capital increase of Junwei Power amounting to $10,000. The shareholding ratio remains at 100% after the capital increase.
Note 7: The Group’s sub-subsidiary, Foxwell Power, conducted a cash capital increase and issued new shares on January 13, 2025. As the Group did not subscribe in proportion to its shareholding, its ownership interest decreased by 11.7%, resulting in a reduction of its shareholding to 65.87%. On July 1, 2025, 3,328,571 ordinary shares were issued to acquire shares of Smart Power System. As the Group did not subscribe proportionally, its ownership interest decreased by 2.97% to 62.90%. In December 2025, the Group disposed 10,000 thousand shares of Foxwell Power, thus, its ownership interest decreased to 49.36%. The Group still has control over the entity.
Note 8: The Company originally held an 8.88% equity interest in Synergy. In January 2025, Shinfox Energy, a sub-subsidiary of the Group, participated in Synergy’s cash capital increase. Following the capital increase, the Group’s consolidated shareholding increased to 52.3%, and with a majority of board seats, the Group gained control and therefore consolidated Synergy as a subsidiary.
Note 9: In March 2025, Foxlink Image, a subsidiary of the Group, made a capital injection into Shinfox Energy, resulting in a 6.67% shareholding. Foxlink Image and PQI together hold a 44.16% equity interest in Shinfox Energy.
Note 10: In March 2025, Shinfox Energy, a sub-subsidiary of the Group, injected $2,000,000 in cash as capital into Foxwell Energy, maintaining a 100% shareholding after the capital increase.
Note 11: In April 2025, the Group’s sub-subsidiary, SFE, invested in SFED by contributing a vessel valued at USD 9,920 thousand. After the capital increase, the Group’s shareholding remained at 100%.
Note 12: This pertains to the Group’s sub-subsidiary, Foxwell Power, which was acquired during 2025. As the project site had not yet commenced construction at the acquisition date, it did not meet the definition of a business under IFRS 3.2. Accordingly, the business combination accounting treatment was not applied.
Note 13: In September 2025, the Group’s sub-subsidiary, Foxwell Energy, disposed its entire equity interest in Xinwei Power to Synergy.
Note 14: Foxwell Power, a sub-subsidiary of the Group, acquired 51% of the shares of Smart Power System in July 2025 by issuing 3,328,571 ordinary shares and paying cash of $350,000, and obtained control. Accordingly, it has been included in the consolidated financial statements.
Note 15: On August 26, 2025, the Board of Directors of the Group’s sub-subsidiary, Billion Sun Energy, resolved to conduct a cash capital increase by issuing 123,800 new shares at a subscription price of NT$10 (in dollars) per share, with the record date set as September 12, 2025. Foxwell Power subscribed for shares with a total consideration of $322,400. As it did not subscribe in proportion to its ownership interest, it lost control of Billion Sun Energy, and its shareholding decreased from 100% to 30%. In addition, Synergy participated in the capital increase and acquired 40% of the shares of Billion Sun Energy, with a total subscription amount of $593,200.
Note 16: The Group’s sub-subsidiary, PQI (Xuzhou) completed its liquidation in the third quarter of 2025.
Note 17: Represents entities newly established or acquired during 2025.
Note 18: The Group’s sub-subsidiary, MDG, completed its liquidation in the fourth quarter of 2025.
Note 19: The Group’s sub-subsidiary, Shinfox Energy, has participated in Foxwell Energy’s capital increase in the amounts of NT$600,000 and NT$700,000 on December 4, 2025 and December 29, 2025, respectively. After the capital increase, the shareholding ratio remained at 100%.
Note 20: The shareholders resolved to liquidate Zhiwei Electric since it had no actual operating activities in current years. The effective date of liquidation was set on May 23, 2024.
Note 21: On May 9, 2025, the Group’s sub-subsidiary, Shinfox Energy, participated in the capital increase of Kunshan Jiuwei amounting to US$50 thousand. The shareholding ratio remains at 100% after the capital increase.
Note 22: On September 30, 2025, the Group’s sub-subsidiary, Jiuwei Power, reduced its capital and retired 90,000 thousand shares. The Group’s sub-subsidiary, Shinfox Energy, reduced its capital in proportion to its shareholding, thus, its shareholding ratio remains at 100% after the capital reduction of Jiuwei Power.
Note 23: PSI completed its liquidation in the third quarter of 2024.
C. Subsidiaries not included in the consolidated financial statements
None.
D. Adjustments for subsidiaries with different balance sheet dates
None.
E. Significant restrictions
None.
F. Subsidiaries that have non-controlling interests that are material to the Group
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As of December 31, 2025 and 2024, the non-controlling interest amounted to $581,122 and $9,090,086, respectively. The information of non-controlling interest and respective subsidiaries is as follows:
| Name of subsidiary | Principal place of business | Non-controlling interest | Non-controlling interest | ||
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| Amount | Ownership (%) | Amount | Ownership (%) | ||
| SHINFOX Energy Co., Ltd. | Taiwan | (577,313) | 55.84 | 7,896,272 | 54.18 |
Summarised financial information of the subsidiaries:
Balance sheets
| SHINFOX Energy Co., Ltd. | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Current assets | $ 22,326,894 | $ 34,685,933 |
| Non-current assets | 22,696,900 | 15,175,528 |
| Current liabilities | (39,600,185) | (12,161,411) |
| Non-current liabilities | (5,382,071) | (24,004,450) |
| Total net assets | $ 41,538 | $ 13,695,600 |
Statements of comprehensive income
| SHINFOX Energy Co., Ltd. | ||
|---|---|---|
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
| Revenue | $ 26,064,104 | $ 19,644,727 |
| (Loss) profit before income tax | (20,490,519) | 939,806 |
| Income tax expense | (202,284) | (279,393) |
| (Loss) profit for the period | (20,692,803) | 660,413 |
| Other comprehensive (loss) income, net of tax | (183,789) | 120,190 |
| Total comprehensive (loss) income for the period | ($ 20,876,592) | $ 780,603 |
| Comprehensive loss attributable to non-controlling interest | ($ 4,803,574) | ($ 114,419) |
| Dividends paid to non-controlling interest | ($ 212,594) | ($ 182,366) |
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Statements of cash flows
| SHINFOX Energy Co., Ltd. | ||
|---|---|---|
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
| Net cash used in operating activities | ($ 7,026,539) | ($ 3,857,014) |
| Net cash used in investing activities | ( 5,903,904) | ( 11,800,653) |
| Net cash provided by financing activities | 11,540,765 | 16,554,769 |
| Effect of exchange rates on cash and cash equivalents | ( 58,667) | 10,693 |
| (Decrease) increase in cash and cash equivalents | ( 1,448,345) | 907,795 |
| Cash and cash equivalents, beginning of period | 4,820,258 | 3,912,463 |
| Cash and cash equivalents, end of period | $ 3,371,913 | $ 4,820,258 |
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars (NTD), which is the Company’s functional and the Group’s presentation currency.
A. Foreign currency transactions and balances
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
B. Translation of foreign operations
The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
(a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
(b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
(c) All resulting exchange differences are recognised in other comprehensive income.
(5) Classification of current and non-current items
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
(a) Assets that are expected to be realised, or are intended to be sold or consumed in the normal operating cycle;
(b) Assets that are held primarily for the purpose of trading;
(c) Assets that are expected to be realised within twelve months after the reporting period;
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities for at least twelve months after the reporting period.
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
(a) Liabilities that are expected to be settled in the normal operating cycle;
(b) Liabilities that are held primarily for the purpose of trading;
(c) Liabilities that are due to be settled within twelve months after the reporting period;
(d) It does not have the right at the end of the reporting period to defer settlement of the liability at least twelve months after the reporting period.
C. The construction contracts contracted by the Group are generally longer than one year. The assets and liabilities of the construction projects are classified as current or non-current according to the business cycle.
(6) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(7) Financial assets at fair value through profit or loss
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
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D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(8) Financial assets at fair value through other comprehensive income
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income:
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:
The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(9) Financial assets at amortised cost
A. Financial assets at amortised cost are those that meet all of the following criteria:
(a) The objective of the Group's business model is achieved by collecting contractual cash flows.
(b) The assets' contractual cash flows represent solely payments of principal and interest.
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
D. The Group's time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(10) Accounts and notes receivable
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(11) Impairment of financial assets
For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if
~35~
such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
(12) Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(13) Leasing arrangements (lessor) - lease receivables/ operating leases
A. Based on the terms of a lease contract, a lease is classified as a finance lease if the lessee assumes substantially all the risks and rewards incidental to ownership of the leased asset.
(a) At commencement of the lease term, the lessor should record a finance lease in the balance sheet as 'lease receivables' at an amount equal to the net investment in the lease (including initial direct costs). The difference between gross lease receivable and the present value of the receivable is recognised as 'unearned finance income of finance lease'.
(b) The lessor should allocate finance income over the lease term based on a systematic and rational basis reflecting a constant periodic rate of return on the lessor's net investment in the finance lease.
(c) Lease payments (excluding costs for services) during the lease term are applied against the gross investment in the lease to reduce both the principal and the unearned finance income.
B. Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
(14) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(15) Investments accounted for using equity method / associates
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.
B. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does
~36~
not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.
G. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
H. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.
I. When the Group disposed a subsidiary who is engaged in developing and constructing renewable power plant, related income and expenses arising from the disposal transaction are belong to operating activities, which will be recognised in other income and expenses, net based on the actual operating conditions.
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J. At the balance sheet date, the Group performs an impairment test for an investment in an associate when there is an indication that the investment may be impaired. The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset, by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
(16) Investment accounted for using equity method – joint ventures
Investment of joint arrangements are classified as joint ventures based on its contractual rights and obligations.
The Group accounts for its interest in a joint venture using equity method. Unrealised profits and losses arising from the transactions between the Group and its joint venture are eliminated to the extent of the Group's interest in the joint venture. However, when the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, all such losses shall be recognised immediately. When the Group's share of losses in a joint venture equals or exceeds its interest in the joint venture together with any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture.
(17) Property, plant and equipment
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
B. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
D. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, 'Accounting Policies, Changes in Accounting Estimates and
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Errors', from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| Buildings and structures | 1 ~ 50 years |
|---|---|
| Machinery and equipment | 1 ~ 20 years |
| Transportation equipment | 5 years |
| Office equipment | 2 ~ 5 years |
| Ship equipment | 20 ~ 25 years |
| Leasehold improvements | 1 ~ 7 years |
| Other equipment | 3 ~ 15 years |
(18) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:
(a) Fixed payments, less any lease incentives receivable;
(b) Variable lease payments that depend on an index or a rate;
(c) Amounts expected to be payable by the lessee under residual value guarantees;
(d) The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and
(e) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
(a) The amount of the initial measurement of lease liability;
(b) Any lease payments made at or before the commencement date;
(c) Any initial direct costs incurred by the lessee; and
(d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
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The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset's useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(19) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 15 ~ 50 years.
(20) Intangible assets
A. Patents and customer relationships
Separately acquired patents and customer relationships are stated at historical cost. Patents and customer relationships acquired in a business combination are recognised at fair value at the acquisition date. Patents and customer relationships have a finite useful life and are amortised on a straight-line basis over their estimated useful lives of 4 to 18 years.
B. Goodwill
Goodwill arises in a business combination accounted for by applying the acquisition method.
C. Trademark right (indefinite useful life)
Trademark right is stated at cost and regarded as having an indefinite useful life as it was assessed to generate continuous net cash inflow in the foreseeable future. Trademark right is not amortised, but is tested annually for impairment.
D. Except for goodwill and trademark right, intangible assets are mainly computer software and customer relationships and amortised on a straight-line basis over its estimated useful life of 3 to 5 years.
(21) Impairment of non-financial assets
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.
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C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination.
(22) Borrowings
Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
(23) Notes and accounts payable
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(24) Convertible bonds payable
Convertible bonds issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company's common shares, but not by exchanging a fixed amount of cash for a fixed number of common shares) and put options. The Company classifies the bonds payable upon issuance as a financial asset, financial liability or equity in accordance with the contract terms. They are accounted for as follows:
(a) The embedded put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.
(b) The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.
(c) The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus—share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.
(d) Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.
(e) When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total carrying amount of the abovementioned liability component and ‘capital surplus—
~41~
share options'.
(25) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expired.
(26) Employee benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
B. Pensions
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
(b) Defined benefit plans
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.
ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
iii. Past service costs are recognised immediately in profit or loss.
C. Employees' compensation and directors' and supervisors' remuneration
Employees' compensation and directors' and supervisors' remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
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(27) Employee share-based payment
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.
(28) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date.
(29) Income tax
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the
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deferred tax liability is settled.
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
E. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.
(30) Share capital
A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
B. Where the Company repurchases the Company's equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders. Where such shares are subsequently reissued, the difference between their carrying amount and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
(31) Dividends
Dividends are recorded in the Company's financial statements in the period in which they are approved at the Board of Directors' meeting. Cash dividends are recorded as liabilities; stock dividends are recorded in the Company's financial statements in the period in which they are approved by the Company's shareholders as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
(32) Revenue recognition
A. Sales revenue
(a) The Group manufactures and sells optical instrument components, image scanners and electronic components. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
(b) The Group's obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision.
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(c) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
B. Service revenue
The Group provides services such as products research, development and mold repair, energy-saving services, equipment maintenance services, design and development of solar power projects, energy storage system ancillary and other services. If the outcome of services provided can be estimated reliably or the milestone of the research and development project is reached, revenue should be recognised by reference to the stage of project or the point in time of billing. The Group’s certain revenue from providing services is recognised when the services are rendered and certain revenue from providing services is recognised in the accounting period in which the services are rendered.
C. Construction contract revenue
(a) The Group’s construction revenue mainly arises from undertaking construction contracts. As the cost of construction input is directly related to the stage of completion of performance obligations, revenue is recognised by the proportion of contract costs input to the estimated total costs.
(b) The Group’s revenue is recognised as contract assets over time based on the proportion of the cost of construction input. Accounts receivable from a service contract are recognised in which the Group bills monthly at the amount to which the Group has the right to invoice. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
(c) Some of the Group’s sales contracts include variable consideration for price break. The Group uses either the expected value or the most likely amount as an appropriate estimate of the variable consideration.
D. Electricity (and gas) sales revenue
The Group’s electricity (and gas) sales revenue arising from the sales of goods is recognised when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity.
E. Rental revenue
The leases are classified as finance leases when the lease terms refer that significant risks and rewards are transferred to the lessees. The lease revenue is recognised as lease payments receivable for finance leases. Income of finance leases is to reflect a constant periodic rate of return for each period over the entire accounting periods. Receivables arising from the lease transactions are recognised as contract liabilities.
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(33) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortised to profit or loss over the estimated useful lives of the related assets using the straight-line method.
(34) Business combinations
A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity's net assets in the event of liquidation at either fair value or the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets.
B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.
(35) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Group's chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.
- Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
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(1) Critical judgements in applying the Group’s accounting policies
None.
(2) Critical accounting estimates and assumptions
A. Impairment assessment of goodwill
The impairment assessment of goodwill relies on the Group’s subjective judgement, including identifying cash-generating units, allocating assets and liabilities as well as goodwill to related cash-generating units, and determining the recoverable amounts of related cash-generating units. Please refer to Note 6(14) for the information of goodwill impairment.
As of December 31, 2025, the goodwill, net of impairment loss amounted to $1,112,276.
B. Impairment assessment of tangible assets
(a) The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.
(b) When the Group identifies signs that the ship equipment of the Group’s sub-subsidiary may have been impaired and the Group uses the work of external valuation specialists to assess the impairment of the ship equipment. The recoverable amount of ship equipment is measured by the specialists appointed by management based on the fair value less costs of disposal. As the estimation of recoverable amount is mainly subject to the ship valuation report issued by the specialists appointed by management, the data source and the assumptions adopted by the specialists may be material to the valuation result. Please refer to Note 6(14) for the related information.
C. Construction contract revenue and estimated total costs
The Group’s construction revenue is recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. Contract costs are expensed as incurred. The stage of completion of a contract is measured by the proportion of contract costs incurred for work performed to date to the estimated total costs for the contract.
As the estimated total costs and contract items are assessed and determined by the management based on different nature of constructions and complying with fluctuations in market prices, estimated subcontract charges and material and labour expenses, etc., any changes in estimates might affect the calculation of profit or loss from construction contracts. Furthermore, the Group has ongoing disputes or negotiations with the subcontractors regarding the scope of construction, additional expenses and the recognition of related payments for certain construction contracts during the execution period. The final result of the disputed amount is uncertain. The management has conducted an assessment based on the currently available information, contract terms and relevant legal opinions and estimates the most likely amount as the total estimated costs.
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The transaction prices of the unsatisfied performance obligations of the Group's construction contracts are provided in Note 6(27).
D. Estimation of provisions - overdue default penalty
After contracting the construction, the Group cannot carry out the construction as scheduled due to the force majeure or uncontrollable events. As a result, contingent losses arising from the delayed construction involves uncertainty. The Group estimates the provisions based on the historical extension of offshore wind power construction and the experience of applying for the extension. After the assessment and with reference to the legal opinions, currently, there is no event that may cause significant compensation loss arising from the delay of the whole construction. Please refer to Note 6(23) for details.
E. Estimation of provisions - onerous contracts
For the project construction contracted by the Group, the actual cost of fulfilling a contract may be higher than the estimated total payments after acquiring the additional amount, due to events such as weather factors, changes in construction conditions, subcontractors' status of performance and negotiations for additional payments during the construction execution period. When the Group determines that a project constitutes an onerous contract, the Group will recognize provisions for onerous contracts including the current estimates which reflect the performance obligation at one time. Please refer to Note 6(23) for the details of the assessment related to the provisions for onerous contracts.
As of December 31, 2025, the balance of onerous contract liabilities amounted to $639,861.
- Details of Significant Accounts
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand | $ 10,909 | $ 14,042 |
| Checking accounts and demand deposits | 4,878,922 | 4,538,915 |
| Cash equivalents | ||
| Time deposits | 2,656,731 | 3,375,319 |
| Bonds issued under repurchase agreement | 200,000 | - |
| Total | $ 7,746,562 | $ 7,928,276 |
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
B. As of December 31, 2025 and 2024, cash and cash equivalents amounting to $6,085,133 and $7,564,377, respectively, representing letters of guarantee for construction performance, guarantee for bonds, long-term and short-term borrowings, guarantee notes and performance guarantee were pledged to others as collateral and were classified as financial assets at amortised cost.
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(2) Financial assets at fair value through profit or loss
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current items: | ||
| Financial assets mandatorily measured at fair value through profit or loss | ||
| Derivative instruments-call options of convertible bonds payable | $ 2,641 | $ 2,641 |
| Listed stocks | 605 | 956 |
| 3,246 | 3,597 | |
| Valuation adjustment | (2,507) | 477 |
| $ 739 | $ 4,074 |
A. Amounts recognised in profit or loss in relation to financial assets at fair value through profit or loss are listed below:
| 2025 | 2024 | |
|---|---|---|
| Financial assets mandatorily measured at fair value through profit or loss | ||
| Derivative instruments-call options of convertible bonds payable | ($ 2,641) | $ 2,345 |
| Listed stocks | 556 | 137 |
| Total | ($ 2,085) | $ 2,482 |
B. The Group has no financial assets at fair value through profit or loss pledged to others as collateral.
C. Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).
(3) Financial assets at fair value through other comprehensive income
| Items | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Equity instruments | ||
| Listed stocks | $ 2,505,140 | $ 2,505,140 |
| Unlisted stocks | 729,268 | 626,643 |
| 3,234,408 | 3,131,783 | |
| Valuation adjustment | ( 393,226) | 1,344,663 |
| Total | $ 2,841,182 | $ 4,476,446 |
A. The Group has elected to classify equity investments that are considered to be strategic investments and steady dividend income as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $2,841,182 and $4,476,446 as at December 31, 2025 and 2024, respectively.
B. Amounts recognised in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Equity instruments at fair value through other comprehensive income | ||
| Fair value change recognised in other comprehensive income | ($ 1,737,889) | $ 1,275,836 |
C. The Group has no financial assets at fair value through other comprehensive income pledged to others as collateral.
D. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(2).
(4) Financial assets at amortised cost
| Items | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Current items: | ||
| Pledged time deposits | $ 3,765,506 | $ 5,781,502 |
| Time deposits maturing in excess of three months | 1,358,581 | 703,244 |
| Restricted bank deposits | 1,175,160 | 1,180,905 |
| Total | $ 6,299,247 | $ 7,665,651 |
| Non-current items: | ||
| Restricted bank deposits | $ 1,074,603 | $ 165,351 |
| Pledged time deposits | 69,864 | 436,619 |
| Total | $ 1,144,467 | $ 601,970 |
A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income | $ 112,743 | $ 86,218 |
B. Details of the Group's financial assets at amortised cost pledged to others as collateral are provided in Note 8.
C. As at December 31, 2025 and 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group was $7,443,714 and $8,267,621, respectively.
D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Group's investments in certificates of deposit are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.
(5) Notes and accounts receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable | $ 26,630 | $ 13,019 |
| Accounts receivable | $ 1,405,929 | $ 1,515,713 |
| Construction payments receivable | 135,245 | 101,717 |
| Finance lease receivables | 27,674 | 27,000 |
| Less: Allowance for uncollectible accounts | ( 26,945) | ( 24,270) |
| $ 1,541,903 | $ 1,620,160 |
A. The ageing analysis of accounts receivable that were past due but not impaired is as follows:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Accounts receivable | Notes receivable | Accounts receivable | Notes receivable | |
| Not past due | $ 1,403,413 | $ 26,630 | $ 1,471,913 | $ 13,019 |
| Up to 30 days | 156,940 | - | 163,391 | - |
| 31 to 90 days | 4,479 | - | 7,049 | - |
| 91 to 180 days | - | - | 393 | - |
| Over 181 days | 4,016 | - | 1,684 | - |
| $ 1,568,848 | $ 26,630 | $ 1,644,430 | $ 13,019 |
The above ageing analysis was based on past due date.
B. As of December 31, 2025 and 2024, accounts receivable and notes receivable were all from contracts with customers. And as of January 1, 2024, the balance of receivables from contracts with customers amounted to $2,027,297.
C. The Group has no accounts receivable and notes receivable pledged to others.
D. Information relating to credit risk of accounts receivable is provided in Note 12(2).
E. As at December 31, 2025 and 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group's notes and accounts receivable was $26,630 and $13,019; $1,541,903 and $1,620,160, respectively.
(6) Inventories
| December 31, 2025 | |||
|---|---|---|---|
| Cost | Allowance for valuation loss | Book value | |
| Raw materials | $ 617,825 | ($ 18,784) | $ 599,041 |
| Work in progress | 168,438 | ( 3,204) | 165,234 |
| Finished goods | 285,683 | ( 35,336) | 250,347 |
| Merchandise | 52,432 | ( 3,878) | 48,554 |
| Total | $ 1,124,378 | ($ 61,202) | $ 1,063,176 |
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December 31, 2024
| Cost | Allowance for valuation loss | Book value | |
|---|---|---|---|
| Raw materials | $ 602,110 | ($ 28,215) | $ 573,895 |
| Work in progress | 138,897 | ( 4,303) | 134,594 |
| Finished goods | 347,611 | ( 33,898) | 313,713 |
| Merchandise | 300,046 | ( 1,068) | 298,978 |
| Total | $ 1,388,664 | ($ 67,484) | $ 1,321,180 |
The cost of inventories recognised as expense for the year:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of engineering and electricity sales | $ 42,548,302 | $ 17,476,131 |
| Cost of goods sold | 5,266,805 | 5,697,938 |
| Provision for onerous contracts | 605,399 | - |
| Unamortised manufacturing expenses | 60,878 | 92,315 |
| Cost of services | 38,321 | 27,000 |
| Gain on reversal of decline in market value | ( 6,282) | ( 20,112) |
| Loss on scrapping inventory | 499 | 3,953 |
| Gain on physical inventory | ( 174) | ( 170) |
| $ 48,513,748 | $ 23,277,055 |
A. The Group reversed a previous inventory write-down because the Group sold certain inventories which were previously provided with loss on decline in market value and obsolescence during the years ended December 31, 2025 and 2024.
B. As the construction costs of the construction projects undertaken by the Group were significantly increased for the year ended December 31, 2025 and certain construction projects constituted an onerous contract, the Group recognised provision for onerous contracts amounting to $605,399 for the year ended December 31, 2025. Refer to Note 6(23).
(7) Prepayment
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Advance payment to construction | $ 672,698 | $ 11,242,095 |
| Excess business tax paid | 328,797 | 443,916 |
| Payment on behalf of others | 328,119 | 286,014 |
| Prepaid insurance premiums | 304,981 | 524,961 |
| Prepaid rent | 452 | 35,487 |
| Others | 342,438 | 127,541 |
| Less: Impairment loss | ( 95,423) | - |
| $ 1,882,062 | $ 12,660,014 |
Impairment information about the prepayments is provided in Note 6(14).
(8) Investments accounted for using the equity method
| Investee companies | December 31, 2025
Carrying amount | December 31, 2024
Carrying amount |
| --- | --- | --- |
| Associates : | | |
| Power Channel Limited | $ 1,292,832 | $ 994,168 |
| DakPsi Investment and
Develop Hydroelectric Joint
Stock Company | 675,446 | 662,914 |
| Studio A Technology Limited | 111,623 | 103,990 |
| Cheng Shin Digital CO., LTD. | 35,224 | 33,959 |
| Tegna Electronics Private Limited | 24,830 | 26,824 |
| Fujin Energy Technology Co., Ltd. | 4,052 | - |
| Hong Ju Energy Co., Ltd. | 7,199 | - |
| UbiLink AI Co., Ltd. | ( 22,336) | 9,055 |
| Synergy Co., Ltd. | - | 36,019 |
| Joint venture : | | |
| Changpin Wind Power Ltd. | 281,893 | 222,818 |
| | 2,410,763 | 2,089,747 |
| Add: Reclassified to “other non-current liabilities” | 22,336 | - |
| | $ 2,433,099 | $ 2,089,747 |
A. The Group’s investments accounted for using the equity method for the years ended December 31, 2025 and 2024 were recognised based on the financial statements audited and attested by independent auditors. As of December 31, 2025 and 2024, the share of profit of associates and joint ventures accounted for under the equity method amounted to $287,885 and $197,502 respectively.
B. Associates
(a) The basic information of the associates that are material to the Group is as follows:
| Company name | Principal place
of business | Shareholding ratio | | Nature of
relationship | Methods of
measurement |
| --- | --- | --- | --- | --- | --- |
| | | December 31, 2025 | December 31, 2024 | | |
| Power Channel | China (Note 1) | 35.75% | 35.75% | Note 2 | Equity method |
Note 1: Registered location is Hong Kong.
Note 2: Holds 20% or more of the voting power.
(b) The summarised financial information of the associates that are material to the Group is as follows:
Balance sheets
| Power Channel Limited | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Current assets | $ 176 | $ 300 |
| Non-current assets | 3,261,222 | 2,470,229 |
| Current liabilities | ( 120) | ( 58) |
| Total net assets | $ 3,261,278 | $ 2,470,471 |
| Share in associate's net assets | 1,165,906 | 883,193 |
| Goodwill | 126,926 | 110,975 |
| Carrying amount of the associate | $ 1,292,832 | $ 994,168 |
Statement of comprehensive income
| Power Channel Limited | ||
|---|---|---|
| Year ended December 31, | ||
| 2025 | 2024 | |
| Revenue | $ 146 | $ - |
| Profit for the period from continuing operations | $ 784,338 | $ 592,608 |
| Other comprehensive income, net of tax | 110,188 | - |
| Total comprehensive income | $ 894,526 | $ 592,608 |
| Dividends received from associates | $ 16,920 | $ 16,859 |
(c) The carrying amount of the Group's interests in all individually immaterial associates (Note) and the Group's share of the operating results are summarised below:
As of December 31, 2025 and 2024, the carrying amount of the Group's individually immaterial associates amounted to $836,038 and $872,761, respectively.
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Profit (loss) for the year from continuing operations | $ 5,216 | ($ 13,637) |
| Other comprehensive (loss) income, net of tax | (23,170) | 8,131 |
| Total comprehensive loss | ($ 17,954) | ($ 5,506) |
Note: Tegna Electronics Private Limited, Synergy Co., Ltd., Studio A Technology Limited, Cheng Shin Digital Co., Ltd., UbiLink AI Co., Ltd. and DakPsi Investment and Develop Hydroelectric Joint Stock Company, Fujin Energy Technology Co., Ltd., Hong Ju Energy Co., Ltd. and Billion Power System Technologies INC.
C. Joint venture
The carrying amount of the Group’s interests in all individually immaterial joint ventures (Changpin Wind Power Ltd.) and the Group’s share of the operating results are summarised below:
(a) As of December 31, 2025 and 2024, the carrying amount of the Group’s individually immaterial joint ventures amounted to $281,893 and $222,818, respectively.
(b) For the years ended December 31, 2025 and 2024, the Group’s interests in immaterial joint ventures and the Group’s share of the operating results are summarised below:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Profit (loss) for the year from continuing operations | $ 2,268 | ($ 33,162) |
| Total comprehensive income (loss) | $ 2,268 | ($ 33,162) |
D. On September 25, 2023, the Board of Directors of the Company resolved to invest in renewable power plants in Vietnam, GIO Thanh Energy Joint Stock Company, DakPsi Investment and Develop Hydroelectric Joint Stock Company, Vietnam Renewable Energy Joint Company Stock and SECO Joint Stock Company. The Group’s shareholding ratio in each investee will be 35%. The contract was signed by both parties on September 29, 2023, with an investment amount of VND 853,248,000 thousand. DakPsi Investment and Develop Hydroelectric Joint Stock Company has completed their investment with VND 517,574,738 thousand (NT$644,381 thousand) on October 30, 2024. As of March 30, 2026, the investment of the remaining three power plants has not yet been completed.
E. On January 12, 2024 and May 21, 2024, the Group participated in the capital increase of Cheng Shin Digital Co., Ltd. amounting to $40,670 and $7,276, respectively. The shareholding ratio remains at 49%.
F. On June 14, 2024, the Group’s sub-subsidiary, Shinfox Energy Co., Ltd., jointly established UbiLink AI Co., Ltd. with an amount of $10,000 with the Group’s parent company, Cheng Uei Precision Industry Co., Ltd., and Ubitus Kabushiki Kaisha (Japan). The Group’s shareholding ratio is 10%. Subsequently, UbiLink AI Co., Ltd. was renamed as Ubilink.AI CO., Ltd. on November 8, 2024. Shinfox Energy participated in the capital increase of Ubilink.AI CO., Ltd. on July 4, 2025. After the capital increase, the shareholding ratio was adjusted from 10% to 13.2%. Shinfox Energy and the parent company held 13.20% and 53.75% of the shares of Ubilink.AI CO., Ltd, respectively. Therefore, the Group is assessed to have significant influence over Ubilink.AI CO., Ltd. The aforesaid transaction resulted in an adjustment of ($2,576) in changes of capital surplus.
G. On August 20, 2024, December 5, 2024 and April 28, 2025, the Group participated in the capital increase of Changpin Wind Power Ltd. amounting to $65,000, $85,000 and $100,000, respectively. The shareholding ratio remains at 50% after the capital increase.
H. Changes of the capital surplus of Sharetronic Data Technology Co., Ltd. amounting to $15,904 and $27,946, respectively, were recognized by Power Channel Limited, the investee accounted for
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under equity method of the Group’s sub-subsidiary, ACCU-IMAGE TECHNOLOGY LIMITED for the years ended December 31, 2025 and 2024.
I. In January 2025, the Group’s sub-subsidiary, Shinfox Energy Co., Ltd., acquired a 50% equity interest in Synergy Co., Ltd. for $800,010, increasing the Group’s ownership to 52.3%, thereby making Synergy Co., Ltd. a subsidiary of the Group. As a result of the remeasurement required under accounting standards, the Group recognized a gain on disposal of investment of $3,274 (recognized under “other gains and losses - gain on disposal of investment”) and a decrease in capital surplus of $2,477
J. Fujin Energy Technology Co., Ltd. resolved at the Board of Directors’ meeting held on July 27, 2025 to conduct a cash capital increase through the issuance of new shares, with August 28, 2025 as the record date for the capital increase. The Group’s subsidiary, Foxwell Power, did not subscribe for additional shares in proportion to its shareholding, resulting in a 10% decrease in its equity interest. The above transaction resulted in an adjustment to capital surplus in the amount of $113.
K. On December 10, 2025, Billion Power System Technologies INC. has been approved to dissolve by the regulatory authority. The investment amount of $7,318 (shown as “other receivables”) was recovered and a gain on disposal of investment of $44 was recognized.
L. For the years ended December 31, 2025 and 2024, as the Group’s sub-subsidiary, Shinfox Energy, provided engineering services to the investees, the realized and unrealized profit arising from downstream and sidestream transactions amounting to $43,193 and $32,443, respectively, were eliminated and were recorded as a deduction to “investments accounted for using the equity method”.
M. For the year ended December 31, 2024, the Group did not participate in the capital increase of the investee accounted for using equity method, Synergy, proportionately to ownership, and the shareholding ratio decreased to 8.88%. The Group recognised capital surplus according to shareholding ratio amounting to $2,476. The Group held 1 corporate director seat in Synergy and still has significant influence over Synergy under the assessment.
~56~
(9) Property, plant and equipment
| Land | Buildings and structures | Machinery | Office equipment | Ship equipment | Other equipment | Unfinished construction | Total | |
|---|---|---|---|---|---|---|---|---|
| At January 1, 2025 | ||||||||
| Cost | $ 82,558 | $ 1,147,175 | $ 6,587,075 | $ 134,196 | $ 5,898,922 | $ 896,753 | $ 2,903,751 | 17,650,430 |
| Accumulated depreciation | - | ( 197,988) | ( 3,212,770) | ( 110,235) | ( 170,314) | ( 848,336) | - | ( 4,539,643) |
| $ 82,558 | $ 949,187 | $ 3,374,305 | $ 23,961 | $ 5,728,608 | $ 48,417 | $ 2,903,751 | $ 13,110,787 | |
| 2025 | ||||||||
| Opening net book amount as at January 1 | $ 82,558 | $ 949,187 | $ 3,374,305 | $ 23,961 | $ 5,728,608 | $ 48,417 | $ 2,903,751 | $ 13,110,787 |
| Additions | - | - | 65,870 | 8,921 | - | 19,030 | 9,043,281 | 9,137,102 |
| Acquired from business combinations | - | - | 135,217 | 403 | - | 333 | 30,971 | 166,924 |
| Disposals | - | ( 297,778) | ( 92,369) | ( 2,922) | - | 42,912) | ( 3,603) | ( 439,584) |
| Reclassifications | - | 105,798 | 93,411 | 28 | 6,136,746 | 69,573 | ( 6,234,512) | 171,044 |
| Depreciation charge | - | ( 23,618) | ( 304,108) | ( 10,565) | ( 389,712) | ( 46,773) | - | ( 774,776) |
| Impairment loss | - | - | - | - | ( 1,077,910) | - | ( 86,923) | ( 1,164,833) |
| Net exchange differences | - | ( 1,475) | 2,117 | ( 710) | ( 199,282) | ( 134) | ( 118,444) | ( 317,928) |
| Closing net book amount as at December 31 | $ 82,558 | $ 732,114 | $ 3,274,443 | $ 19,116 | $ 10,198,450 | $ 47,534 | $ 5,534,521 | $ 19,888,736 |
| At December 31, 2025 | ||||||||
| Cost | $ 82,558 | $ 892,041 | $ 5,174,684 | $ 130,875 | $ 11,841,129 | $ 658,293 | $ 5,621,444 | $ 24,401,024 |
| Accumulated depreciation | - | ( 159,927) | ( 1,900,241) | ( 111,759) | ( 1,642,679) | ( 610,759) | ( 86,923) | ( 4,512,288) |
| $ 82,558 | $ 732,114 | $ 3,274,443 | $ 19,116 | $ 10,198,450 | $ 47,534 | $ 5,534,521 | $ 19,888,736 | |
| Land | Buildings and structures | Machinery | Office equipment | Ship equipment | Other equipment | Unfinished construction | Total | |
| At January 1, 2024 | ||||||||
| Cost | $ 82,558 | $ 1,237,696 | $ 4,339,041 | $ 126,672 | $ 303,319 | $ 911,750 | $ 4,830,878 | 11,831,914 |
| Accumulated depreciation | - | ( 183,500) | ( 3,219,684) | ( 106,304) | ( 7,583) | ( 857,399) | - | ( 4,374,470) |
| $ 82,558 | $ 1,054,196 | $ 1,119,357 | $ 20,368 | $ 295,736 | $ 54,351 | $ 4,830,878 | $ 7,457,444 | |
| 2024 | ||||||||
| Opening net book amount as at January 1 | $ 82,558 | $ 1,054,196 | $ 1,119,357 | $ 20,368 | $ 295,736 | $ 54,351 | $ 4,830,878 | $ 7,457,444 |
| Additions | - | 2,946 | 37,706 | 15,530 | - | 27,262 | 5,899,672 | 5,983,116 |
| Disposals | - | - | ( 13,986) | ( 2,664) | - | ( 212) | - | ( 16,862) |
| Reclassifications | - | ( 108,060) | 2,497,679 | - | 5,460,612 | ( 2,447) | ( 7,936,421) | ( 88,637) |
| Depreciation charge | - | ( 25,368) | ( 255,411) | ( 9,833) | ( 158,887) | ( 50,023) | - | ( 499,522) |
| Net exchange differences | - | 25,473 | ( 11,040) | 560 | 131,147 | 19,486 | 109,622 | 275,248 |
| Closing net book amount as at December 31 | $ 82,558 | $ 949,187 | $ 3,374,305 | $ 23,961 | $ 5,728,608 | $ 48,417 | $ 2,903,751 | $ 13,110,787 |
| At December 31, 2024 | ||||||||
| Cost | $ 82,558 | $ 1,147,175 | $ 6,587,075 | $ 134,196 | $ 5,898,922 | $ 896,753 | $ 2,903,751 | $ 17,650,430 |
| Accumulated depreciation | - | ( 197,988) | ( 3,212,770) | ( 110,235) | ( 170,314) | ( 848,336) | - | ( 4,539,643) |
| $ 82,558 | $ 949,187 | $ 3,374,305 | $ 23,961 | $ 5,728,608 | $ 48,417 | $ 2,903,751 | $ 13,110,787 |
A. Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Amount capitalised | $ 7,708 | $ 24,453 |
| Range of the interest rates for capitalisation | 1.758%~1.81% | 1.600%~2.689% |
B. Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
C. Details of impairment of the property, plant and equipment is provided in Note 6(14).
D. The amount of interests capitalised consists of the necessary expenses during the development of the power plants until it reaches the usable condition or the completion condition, which was shown as unfinished construction.
(10) Leasing arrangements - lessee
A. The Group leases various assets including land, buildings, multifunction printers, land for solar energy equipment and energy storage equipment and business vehicles. Rental contracts are typically made for periods of 1 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes. In addition, the Group bears the obligation of dismantling the solar-energy modules and the panel mounting equipment in accordance with Standard Procedures for Managing and Using the Expenses and Income of Recycling Solar Photovoltaic Power Generation Facilities and Modules as well as the regulations of lease contracts. Please refer to Note 6(24) for the related decommissioning liabilities.
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amount | Carrying amount | |
| Land | $ 932,684 | $ 1,985,536 |
| Buildings | 251,172 | 228,920 |
| Machinery and equipment | 4,894 | - |
| Transportation equipment (Business vehicles) | 6,114 | 6,141 |
| Office equipment (Photocopiers) | 280 | 165 |
| $ 1,195,144 | $ 2,220,762 | |
| Year ended December 31, | ||
| 2025 | 2024 | |
| Depreciation charge | Depreciation charge | |
| Land | $ 64,235 | $ 42,884 |
| Buildings | 92,281 | 97,756 |
| Machinery and equipment | 81 | - |
| Transportation equipment (Business vehicles) | 3,752 | 3,013 |
| Office equipment (Photocopiers) | 136 | 44 |
| Less: Capitalisation of depreciation | ( 42,090) | ( 23,235) |
| $ 118,395 | $ 120,462 |
C. For the years ended December 31, 2025 and 2024, the additions to right-of-use assets were $36,378 and $1,705,714, respectively.
D. The Group acquired 51% of the equity interest in Synergy Co., Ltd. and obtained control in
~58~
January 2025. The fair values of the right-of-use assets and the lease liabilities at the acquisition date were $3,752 and $3,993, respectively.
E. In April 2025 and May 2025, the Group’s sub-subsidiary, Foxwell Power Co., Ltd., acquired 100% equity interests in Billion Sun Energy Storage Technologies Inc. and Huijie Energy Co., Ltd., respectively. The fair values of the right-of-use assets and lease liabilities at the acquisition dates were both $626,492.
F. In July 2025, the Group’s sub-subsidiary, Foxwell Power Co., Ltd., acquired 51% of Smart Power System and obtained control. The fair values of the right-of-use assets and the lease liabilities at the acquisition date were $1,877 and $1,937, respectively.
G. The Group’s sub-subsidiary, Jiuwei Power, and the lessor of Tree Valley Park terminated the land lease agreement on February 27, 2025 due to force majeure factors, resulting in a decrease in right-of-use assets and lease liabilities by $1,581,979 and $1,588,518, respectively.
H. The information on profit and loss accounts relating to lease contracts is as follows:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Items affecting profit or loss | ||
| Interest expense on lease liabilities | ($ 18,816) | ($ 19,333) |
| Expense on short-term lease contracts | ( 520,898) | ( 66,952) |
| Expense on leases of low-value assets | ( 3,793) | ( 2,902) |
| Expense on variable lease payments | ( 5,862) | ( 6,202) |
| Gain on sublease of right-of-use assets | 38 | 834 |
| Profit from lease modification | 7,317 | 1 |
I. For the years ended December 31, 2025 and 2024, the Group’s total cash outflows for leases were $669,908 and $256,511, respectively.
J. Variable lease payments
(a) Some of the Group’s lease contracts contain variable lease payment terms that are linked to sales generated from electricity sold. For aforementioned contracts, up to 1.06% ~ 2.44% of lease payments are on the basis of variable payment terms and are accrued based on the sales amount. Variable payment terms are used for a variety of reasons and various lease payments that depend on sales are recognised in profit or loss in the period in which the event or condition that triggers those payments occurs.
(b) A 1% increase in the amount of sales of electricity with such variable lease contracts would increase total lease payments by approximately $59.
K. The Group entered into the lease agreement for leased national afforestation land with the Hualien Branch of the Forestry and Nature Conservation Agency, Ministry of Agriculture. The main contents are as follows:
(a) Lease period: From May 8, 2024 to April 9, 2028. Provided there are no violations of the lease agreement, the Group has priority to renew the lease agreement upon expiration.
~59~
(b) Restrictions on the purpose: The leased forest land is limited to afforestation, and the Group has the duty of conducting the matters in accordance with the “Directions for the Leased Afforestation Land in the Areas of National Forest” and the related regulations.
(c) Afforestation products: To cut and harvest products on the leased forest shall be applied through the projects to the leasing authority and can only be conducted after obtaining approval. The ownership of the standing trees belongs to the Hualien Branch of the Forestry and Nature Conservation Agency, Ministry of Agriculture.
(11) Leasing arrangements – lessor
A. Operating lease
(a) The Group leases various assets including land and buildings. Rental contracts are typically made for periods of 1 and 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
(b) For the years ended December 31, 2025 and 2024, the Group recognised rent income in the amounts of $78,760 and $82,735, respectively, based on the operating lease agreement, which does not include variable lease payments.
(c) The maturity analysis of the lease payments under the operating leases is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| 2025 | $ - | $ 14,767 |
| 2026 | 14,827 | 14,686 |
| 2027 | 10,928 | 10,871 |
| 2028 | 7,056 | 7,056 |
| 2029 | 5,292 | 5,292 |
| $ 38,103 | $ 52,672 |
B. Finance lease
(a) The Group leases various assets including energy-saving equipment, right-of-use assets and natural gas storage facilities. Rental contracts are made for periods of 2 to 6 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
(b) The Group leases certain machinery and right-of-use assets under finance leases. Based on the terms of the lease contract, the ownership of such assets will be transferred to lessees when the leases expire. Information on profit or loss in relation to lease contracts is as follows:
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Sales profit | $ - | $ 9,830 |
| Finance income from the net investment in the finance lease | 1,081 | 169 |
| $ 1,081 | $ 9,999 |
(c) The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Within 1 year | $ 28,080 | $ 28,080 |
| Within 2 years | 1,786 | 28,080 |
| Within 3 years | - | 1,787 |
| $ 29,866 | $ 57,947 |
(d) Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Undiscounted lease payments | $ 28,080 | $ 1,786 | $ 28,080 | $ 29,867 |
| Unearned finance income | ( 406) | ( 16) | ( 1,080) | ( 424) |
| Net investment in the lease | $ 27,674 | $ 1,770 | $ 27,000 | $ 29,443 |
(e) As at December 31, 2025 and 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the finance lease receivables under finance lease held by the Group were $29,444 and $56,443, respectively.
(f) The Group has no overdue lease receivables from the lessee (shown as “accounts receivable” and “other non-current assets”), and the amount of loss arising from credit risk is assessed to be insignificant. Information relating to credit risk of lease payments receivable is provided in Note 12(2).
(12) Investment property
| Land | Buildings and structures | Total | |
|---|---|---|---|
| At January 1, 2025 | |||
| Cost | $ 344,587 | $ 188,965 | $ 533,552 |
| Accumulated depreciation | - | ( 40,028) | ( 40,028) |
| $ 344,587 | $ 148,937 | $ 493,524 | |
| 2025 | |||
| Opening net book amount as at January 1 | $ 344,587 | $ 148,937 | $ 493,524 |
| Reclassifications | - | ( 109,976) | ( 109,976) |
| Depreciation charge | - | ( 5,503) | ( 5,503) |
| Closing net book amount as at December 31 | $ 344,587 | $ 33,458 | $ 378,045 |
| At December 31, 2025 | |||
| Cost | $ 344,587 | $ 62,039 | $ 406,626 |
| Accumulated depreciation | - | ( 28,581) | ( 28,581) |
| $ 344,587 | $ 33,458 | $ 378,045 | |
| Land | Buildings and structures | Total | |
| At January 1, 2024 | |||
| Cost | $ 344,587 | $ 71,458 | $ 416,045 |
| Accumulated depreciation | - | ( 32,855) | ( 32,855) |
| $ 344,587 | $ 38,603 | $ 383,190 | |
| 2024 | |||
| Opening net book amount as at January 1 | $ 344,587 | $ 38,603 | $ 383,190 |
| Reclassifications | - | 117,507 | 117,507 |
| Depreciation charge | - | ( 7,173) | ( 7,173) |
| Closing net book amount as at December 31 | $ 344,587 | $ 148,937 | $ 493,524 |
| At December 31, 2024 | |||
| Cost | $ 344,587 | $ 188,965 | $ 533,552 |
| Accumulated depreciation | - | ( 40,028) | ( 40,028) |
| $ 344,587 | $ 148,937 | $ 493,524 |
A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Rental income from investment property | $ 27,744 | $ 31,711 |
| Direct operating expenses arising from the investment property that generated rental income during the year | $ 5,503 | $ 7,173 |
B. The fair value of the investment property held by the Group as at December 31, 2025 and 2024 was $831,996, which was valued by external independent appraisers. Valuations were made using the comparison, income and cost approach.
C. Information about the investment property that was pledged to others as collaterals is provided in Note 8.
(13) Intangible assets
| Goodwill | Customer relationship | Trademarks | Others | Total | |
|---|---|---|---|---|---|
| At January 1, 2025 | |||||
| Cost | $1,058,961 | $197,637 | $56,404 | $125,060 | $1,438,062 |
| Accumulated amortisation and impairment | (127,272) | (133,296) | - | (83,225) | (343,793) |
| $931,689 | $64,341 | $56,404 | $41,835 | $1,094,269 | |
| 2025 | |||||
| Opening net book amount as at January 1 | $931,689 | $64,341 | $56,404 | $41,835 | $1,094,269 |
| Additions-acquired separately | - | - | - | 7,456 | 7,456 |
| Additions-acquired through business combinations | 241,234 | 166,678 | - | 177,872 | 585,784 |
| Amortisation charge | - | (70,424) | - | (28,044) | (98,468) |
| Impairment loss | (49,878) | - | - | - | (49,878) |
| Net exchange differences | (10,769) | - | (2,241) | (275) | (13,285) |
| Closing net book amount as at December 31 | $1,112,276 | $160,595 | $54,163 | $198,844 | $1,525,878 |
| At December 31, 2025 | |||||
| Cost | $1,289,426 | $364,315 | $54,163 | $318,103 | $2,026,007 |
| Accumulated amortisation and impairment | (177,150) | (203,720) | - | (119,259) | (500,129) |
| $1,112,276 | $160,595 | $54,163 | $198,844 | $1,525,878 |
~64~
| Goodwill | Customer relationship | Trademarks | Others | Total | |
|---|---|---|---|---|---|
| At January 1, 2024 | |||||
| Cost | $1,031,255 | $197,637 | $50,765 | $113,296 | $1,392,953 |
| Accumulated amortisation and impairment | - | (68,956) | - | (69,312) | (138,268) |
| $1,031,255 | $128,681 | $50,765 | $43,984 | $1,254,685 | |
| 2024 | |||||
| Opening net book amount as at January 1 | $1,031,255 | $128,681 | $50,765 | $43,984 | $1,254,685 |
| Additions-acquired separately | - | - | 2,200 | 13,833 | 16,033 |
| Amortisation charge | - | (64,340) | - | (17,617) | (81,957) |
| Impairment loss | (127,272) | - | - | - | (127,272) |
| Net exchange differences | 27,706 | - | 3,439 | 1,635 | 32,780 |
| Closing net book amount as at December 31 | $931,689 | $64,341 | $56,404 | $41,835 | $1,094,269 |
| At December 31, 2024 | |||||
| Cost | $1,058,961 | $197,637 | $56,404 | $125,060 | $1,438,062 |
| Accumulated amortisation and impairment | (127,272) | (133,296) | - | (83,225) | (343,793) |
| $931,689 | $64,341 | $56,404 | $41,835 | $1,094,269 |
A. Goodwill and trademark right (indefinite useful life) are allocated as follows to the Group’s cash-generating units identified according to operating segment:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Goodwill | Trademarks | Goodwill | Trademarks | |
| System and peripheral products | $611,760 | $- | $611,760 | $- |
| 3C retail and peripheral products | 249,763 | 51,963 | 260,532 | 54,204 |
| Energy service management | 250,753 | 2,200 | 59,397 | 2,200 |
| $1,112,276 | $54,163 | $931,689 | $56,404 |
B. The Group’s goodwill arose from business combinations in order to improve benefit comprising of potential customer relations and operating revenue in the location of acquired companies.
C. Details of impairment of intangible assets are provided in Note 6(14).
(14) Impairment of non-financial assets
A. The Group recognised impairment loss for the years ended December 31, 2025 and 2024 were $1,310,134 and $127,272, respectively. Details of such loss are as follows:
| Year ended December 31, 2025 | ||
|---|---|---|
| Recognised in profit or loss | Recognised in other comprehensive income | |
| Impairment loss — ship equipment | $ 1,077,910 | $ - |
| Impairment loss — prepayments | 95,423 | - |
| Impairment loss — goodwill | 49,878 | - |
| Impairment loss — unfinished construction | 86,923 | - |
| $ 1,310,134 | $ - | |
| Year ended December 31, 2024 | ||
| Recognised in profit or loss | Recognised in other comprehensive income | |
| Impairment loss — goodwill | $ 127,272 | $ - |
B. The impairment loss reported by operating segments is as follows:
| Year ended December 31, 2025 | ||
|---|---|---|
| Recognised in profit or loss | Recognised in other comprehensive income | |
| Energy service management | $ 1,310,134 | $ - |
| 3C retail and peripheral products | - | - |
| $ 1,310,134 | $ - | |
| Year ended December 31, 2024 | ||
| Recognised in profit or loss | Recognised in other comprehensive income | |
| Energy service management | $ 39,528 | $ - |
| 3C retail and peripheral products | 87,744 | - |
| $ 127,272 | $ - |
C. The Group’s sub-subsidiary, Jiuwei Power, and the lessor of Tree Valley Park terminated the land lease agreement on February 27, 2025 due to force majeure factors. The Group assessed that the necessary expenditures originally incurred do not have economic benefits based on the future operation plan and the current situation of the gas-fired power plant. As a result, impairment loss of $182,346 (recorded as “other gains and losses”) was recognised for the year ended December 31, 2025.
D. The Group evaluated the impairment of recoverable amount of the goodwill arising from the acquisition of Shinfox Far East Company Pte. Ltd. (SFE) at each reporting date and used the value-in-use calculation as basis for recoverable amount. These calculations are based on the
future cash flow projections. Due to the fact that SFE's operational performance and the growth of profit are not as expected, an impairment loss of $49,878 (recorded as “other gains and losses”) was recognized as the recoverable amount is less than the carrying amount based on the Group's assessment for the year ended December 31, 2025.
E. The Group's sub-subsidiary, SFE, is engaged in the ocean freight forwarders. Due to the effect of the external competitive environment for shipping construction and installation and unfavorable macroeconomic environment, the Group assesses the impairment of the ship equipment by using the ship valuation report issued by the external specialists appointed by management and considering future operation plan. The Group recognized impairment loss amounting to $1,077,910 (recorded as “other gains and losses”) for the year ended December 31, 2025.
F. For the year ended December 31, 2024, the decrease in the estimated future cash inflow due to unfavorable changes incurred in the market that resulted in an impairment in the intangible assets of the Group's 3C component department. The Group wrote down the carrying amount of the asset based on the recoverable amount and recognized an impairment loss of $87,744 (shown as 'other gains and losses') accordingly. The recoverable amount was determined based on value in use of the intangible assets. The main assumptions used in calculating value in use are set out below.
(a) Operating revenue growth rate: taking into consideration the related market information and the estimated operation and sales plans.
(b) Gross margin: calculated based on the historical data and taking into consideration the estimated operation and sales plans.
(c) Discount rate: referred to weighted average capital cost and reflected risk premium of the intangible assets. For the year ended December 31, 2024, the discount rate was between $11.85\% \sim 20.13\%$ .
G. The operating synergy of the Group's energy service management department did not reach the Group's expectation, thus, the growth of operating income of Elegant Energy was lower than expected. Accordingly, the Group recognised impairment loss on goodwill amounting to $39,528 (shown as ‘other gains and losses’) since the recoverable amount of the cash-generating units was less than the carrying amount for the year ended December 31, 2024.
(15) Other non-current assets, others
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Guarantee deposits paid (Note) | $ 675,625 | $ 466,793 |
| Net defined benefit asset | 126,012 | 113,052 |
| Other non-current assets | 75,700 | 44,746 |
| $ 877,337 | $ 624,591 |
Note: Please refer to Note 8.
(16) Short-term borrowings
| Type of borrowings | December 31, 2025 | Interest rate range | Collateral |
|---|---|---|---|
| Bank borrowings | |||
| Unsecured borrowings | $ 8,194,977 | 1.89%~6.97% | None |
| Secured borrowings | 3,938,320 | 1.73%~5.78% | Please refer to Note 8 |
| $ 12,133,297 | |||
| Type of borrowings | December 31, 2024 | Interest rate range | Collateral |
| Bank borrowings | |||
| Unsecured borrowings | $ 3,746,997 | 1.88%~2.63% | None |
| Secured borrowings | 1,688,680 | 2.20%~6.97% | Please refer to Note 8 |
| $ 5,435,677 |
A. As of October 30, 2024, the borrowing agreement between the Group's second-tier subsidiary, SFE, and KGI Bank amounted to $48,000 thousand, which was jointly guaranteed by the Group's second-tier subsidiary, Shinfox Energy.
B. As of March 17, 2025, the borrowing agreement between the Group's sub-subsidiary, SFE, and Mega Bank amounted to US$7,000 thousand, which was jointly guaranteed by the Group's sub-subsidiary, Shinfox Energy, and the ship equipment was pledged as collateral.
C. As of March 21, 2025, the borrowing agreement between the Group's sub-subsidiary, SFE, and Bank SinoPac amounted to US$12,000 thousand, which was jointly guaranteed by the Group's sub-subsidiary, Shinfox Energy.
D. As of April 7, 2025, the borrowing agreement between the Group's sub-subsidiary, SFE, and Shin Kong Commercial Bank amounted to US$15,000 thousand, which was jointly guaranteed by the Group's sub-subsidiary, Shinfox Energy.
(17) Short-term notes and bills payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Commercial papers | $ 4,922,400 | $ 4,523,200 |
| Discount amortisation | ( 9,974) | ( 6,728) |
| $ 4,912,426 | $ 4,516,472 | |
| Interest rate range | 2.01%~3.42% | 2.02%~2.93% |
A. The abovementioned payables on commercial papers were guaranteed and issued by Mega Bills Finance Co., Ltd., Taiwan Cooperative Bills Finance Corporation and Dah Chung Bills Finance Corporation.
B. The Group's sub-subsidiary, Foxwell Energy, signed commercial paper agreements in the year 2025 with Mega Bills Finance Co., Ltd., amounting to $1,150,000. The guarantee agreements are jointly guaranteed by the Group's sub-subsidiary, Shinfox Energy.
C. Youde signed commercial paper agreements in the year 2025 with Mega Bills Finance Co., Ltd., amounting to $560,000. The guarantee agreements are jointly guaranteed by the Group’s sub-subsidiary, Shinfox Energy.
D. The Group’s subsidiaries, PQI, signed commercial paper agreements with Mega Bills Finance Co., Ltd. and Taiwan Cooperative Bills Finance Corporation amounting to $400,000. The guarantee agreements are jointly guaranteed by the Company.
E. The Group has no short-term notes and bills borrowing payable pledged as collateral.
(18) Other accounts payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Payable on salary and bonus | $ 645,204 | $ 574,306 |
| Payable on equipment | 634,533 | 200,384 |
| Payable on employees’ compensation and directors’ and supervisors’ remuneration | 255,087 | 316,654 |
| Interest payable | 102,074 | 41,073 |
| Others | 328,981 | 273,686 |
| $ 1,965,879 | $ 1,406,103 |
(19) Bonds payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Payable on secured convertible bonds | $ 2,031,800 | $ 2,031,800 |
| Less: Discount on bonds payable | ( 3,516) | ( 55,275) |
| Less: Current portion or exercise of put options | ( 2,028,284) | - |
| $ - | $ 1,976,525 |
A. The terms of the first domestic secured convertible bonds issued by the subsidiary, Shinfox Energy of the Group are as follows:
(a) Shinfox Energy issued $3,000,000, 0% first domestic secured convertible bonds, as approved by the regulatory authority. The bonds mature three years from the issue date (November 22, 2023 ~ November 22, 2026) and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on November 22, 2023.
(b) The bondholders have the right to ask for conversion of the bonds into common shares of Shinfox Energy during the period from the date after three months of the bonds issue before the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.
(c) The conversion price of the bonds is set up based on the pricing model specified in the terms of the bonds. The conversion price on the date of the bonds issue amounted to NT$114. Starting from August 26, 2024, the aforementioned conversion price was reset to NT$113 in accordance with the terms. For the year ended December 31, 2024, the bondholders applied for exercising the conversion of the bonds amounting to $968,200 to exchange 8,493 thousand
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ordinary shares, and the exercise of the conversion options resulted in an increase of $214,399 in capital surplus and an increase in the non-controlling interests by $708,057. The abovementioned conversion price had been reset to NT$105 (in dollars) in terms of the regulations starting from August 29, 2025 (the effective date of price resetting).
(d) Shinfox Energy may repurchase all the bonds outstanding in cash at the bonds' face value at any time after the following events occur: (i) the closing price of Shinfox Energy common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after three months of the bonds issue to 40 days before the maturity date.
(e) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.
B. Regarding the issuance of convertible bonds, the equity conversion options were separated from the liability component in accordance with IAS 32. The call options and put options embedded in bonds payable were separated from their host contracts and were recognised in $0 of ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rates of the bonds payable after such separation ranged at 1.7688%.
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(20) Long-term borrowings
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Unused credit line | December 31, 2025 |
|---|---|---|---|---|
| Long-term bank borrowings | ||||
| Bank unsecured borrowings | ||||
| FIT Holding | ||||
| - including covenants | Borrowing period is from January 2025 to December 2027; pay entire amount of principal when due, interest is repayable monthly. | 2.16%~2.20% | $ 1,132,000 | $ 500,000 |
| - without covenants | Borrowing period is from May 2023 to September 2028; pay entire amount of principal when due, interest is repayable monthly. | 1.98%~2.23% | 150,000 | 950,000 |
| Foxlink Image | ||||
| - including covenants | Borrowing period is from January 2025 to December 2027; pay entire amount of principal when due, interest is repayable monthly. | 2.08%~2.18% | 1,000,000 | 1,350,000 |
| - without covenants | Borrowing period is from March 2025 to August 2028; pay entire amount of principal when due, interest is repayable monthly. | 1.95%~2.05% | 860,000 | 2,640,000 |
| PQI | ||||
| - including covenants | Borrowing period is from January 2025 to January 2027; pay principal based on each bank's regulations, interest is repayable monthly. | 2.41% | 200,000 | 300,000 |
| - without covenants | Borrowing period is from December 2024 to November 2028; pay principal based on each bank's regulations, interest is repayable monthly. | 2.23%~2.67% | - | 860,000 |
| Glory Science | ||||
| - without covenants | Borrowing period is from January 24, 2025 to December 23, 2026; pay principal and interest based on each bank's regulations. | 2.44% | - | 55,000 |
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| Type of borrowings | Borrowing period and repayment term | Interest rate range | Unused credit line | December 31, 2025 |
|---|---|---|---|---|
| Long-term bank borrowings | ||||
| Bank unsecured borrowings | ||||
| Shinfox | ||||
| - without covenants | Borrowing period is from November 2024 to June 2032; pay entire amount in installments. | 2.09%~2.14% | 480,000 | 880,000 |
| Foxwell Energy | ||||
| - without covenants | Borrowing period is from December 2018 to December 2028; pay entire amount in installments.(Note 3) | 2.41%~2.80% | 308,319 | 2,220,035 |
| Foxwell Power | ||||
| - including covenants | Borrowing period is from October 2022 to July 2029; pay entire amount in installments. | 2.73% | - | 410,112 |
| - without covenants | Borrowing period is from June 2024 to June 2029; pay entire amount in installments. | 2.67%~2.74% | 46,250 | 123,750 |
| Synergy | ||||
| - without covenants | Borrowing period is from November 2024 to November 2027; pay entire amount in installments. | 0.5%~2.22% | 1,458 | 33,542 |
| SFET | ||||
| - without covenants | Borrowing period is from July 2025 to July 2030; pay entire amount in installments. | 4.32% | - | 259,367 |
| Bank secured borrowings | ||||
| Foxwell Energy | Borrowing period is from May 2018 to December 2035; pay entire amount in installments. | 2.41%~2.46% | 205,776 | 143,699 |
| Foxwell Power | Borrowing period is from October 2022 to July 2029; pay entire amount in installments.(Note 1 ) | 2.73% | - | 1,162,778 |
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Unused credit line | December 31, 2025 |
|---|---|---|---|---|
| Long-term bank borrowings | ||||
| Bank unsecured borrowings | ||||
| Synergy | Borrowing period is from January 2024 to March 2039; pay entire amount in installments. | |||
| 2.36% | 751,342 | 59,134 | ||
| Kunshan Jiuwei | Borrowing period is from March 2025 to March 2030; pay entire amount in installments. | |||
| 3.50%~5.50% | 16,867 | 50,207 | ||
| SFET | Borrowing period is from June 2025 to June 2030; pay entire amount in installments. | |||
| 3.75% | - | 561,113 | ||
| Syndicated borrowings | ||||
| Foxwell Energy | Borrowing period is from July 2024 to March 2026; pay entire amount of principal when due. | |||
| 4.05% | 6,910,067 (Note 2) | 7,464,933 | ||
| SFED | Borrowing period is from April 2025 to April 2030; pay entire amount of principal when due. | |||
| 6.19%~6.50% | - | 4,714,500 | ||
| Other secured borrowings | ||||
| SFE | Borrowing period is from May 2024 to May 2026; pay entire amount in installments. | |||
| 5.72%~6.36% | - | 2,842,942 | ||
| Less: Current portion | 27,581,112 | |||
| Less: Syndicated expense | (17,023,535) | |||
| (121,024) | ||||
| $10,436,553 |
Note 1: The Group’s sub-subsidiary, Foxwell Power, negotiated with the bank to extend the borrowing period of secured borrowings during the first quarter of 2025.
Note 2: As of December 31, 2025, Foxwell Energy violated the financial commitment terms specified in the syndicated borrowing contract. Consequently, the banking group suspended the use of the undrawn credit line.
Note 3: Foxwell Energy negotiated with the King’s Town Bank to extend the borrowing period during the second quarter of 2025.
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Unused credit line | December 31, 2024 |
|---|---|---|---|---|
| Long-term bank borrowings | ||||
| Bank unsecured borrowings | ||||
| FIT Holding | ||||
| - including covenants | Borrowing period is from October 2024 to November 2026; pay entire amount of principal when due, interest is repayable monthly. | 2.04%~2.10% | $ 1,000,000 | $ 500,000 |
| - without covenants | Borrowing period is from May 2023 to December 2027; pay entire amount of principal when due, interest is repayable monthly. | 1.95%~2.23% | - | 1,400,000 |
| Foxlink Image | ||||
| - including covenants | Borrowing period is from September 2024 to November 2026; pay entire amount of principal when due, interest is repayable monthly. | 2.08% | 1,600,000 | 300,000 |
| - without covenants | Borrowing period is from November 2023 to September 2026; pay entire amount of principal when due, interest is repayable monthly. | 1.93%~2.06% | 1,200,000 | 1,750,000 |
| PQI | ||||
| - including covenants | Borrowing period is from November 2024 to January 2027; pay principal based on each bank's regulations, interest is repayable monthly. | 2.30%~2.41% | - | 500,000 |
| - without covenants | Borrowing period is from June 2022 to June 2026; pay principal based on each bank's regulations, interest is repayable monthly. | 2.13%~2.23% | 100,000 | 800,000 |
| Shinfox | ||||
| - without covenants | Interest is repayable monthly from November 2024 to November 2026; pay entire amount of principal when due. | 2.09% | - | 400,000 |
| Glory Science | ||||
| - without covenants | Borrowing period is from December 23, 2024 to December 23, 2026; pay principal and interest based on each bank's regulations. | 2.44% | - | 60,000 |
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Unused credit line | December 31, 2024 |
|---|---|---|---|---|
| Long-term bank borrowings | ||||
| Bank unsecured borrowings | ||||
| Foxwell Energy | ||||
| - without covenants | Borrowing period is from December 2018 to March 2029; pay entire amount in installments. | 2.36%~2.80% | 281,666 | 2,329,270 |
| Foxwell Power | ||||
| - including covenants | Borrowing period is from October 2022 to July 2029; pay entire amount in installments. | 2.99%~3.13% | - | 457,753 |
| - without covenants | Borrowing period is from June 2024 to June 2029; pay entire amount in installments. | 2.67% | - | 50,000 |
| Bank secured borrowings | ||||
| Foxwell Energy | Borrowing period is from May 2018 to March 2029; pay entire amount in installments. | 2.36%~2.84% | 224,428 | 194,704 |
| Foxwell Power | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 2.99%~3.13% | - | 1,307,851 |
| Syndicated borrowings | ||||
| Foxwell Energy | Borrowing period is from July 2024 to March 2026; pay entire amount of principal when due. | 3.74%~4.04% | 1,079,051 | 13,295,949 |
| Other secured borrowings | ||||
| SFE | Borrowing period is from June 2024 to May 2026; pay entire amount in installments. | 6.55%~7.34% | - | 3,308,027 |
| Less: Current portion | 26,653,554 | |||
| Less: Syndicated expense | ( 971,188) | |||
| ( 166,451) | ||||
| $ 25,515,915 |
A.(1) The Company and the Group's subsidiaries, Foxlink Image and PQI, entered into the borrowing contracts with Bank SinoPac, EnTie Bank, Far Eastern International Bank, Taishin Bank and Yuanta Commercial Bank, and the total credit line is $2,850,000. As of December 31, 2025, the borrowings that have been used amounted to $2,150,000. In the duration period of these contracts, the financial ratios in the semi-annual consolidated and annual consolidated financial statements shall be as follows:
(a) Current assets to current liabilities ratio of at least 80% to 100%;
(b) Liabilities not exceeding 110% to 200% of tangible net equity;
(c) Interest coverage of at least 300% to 500%;
(d) Debt not exceeding 75% of total assets;
(e) Tangible net equity of at least NT$1,500,000 thousand to NT$8,000,000 thousand; and
(f) Net equity of at least NT$1,800,000 thousand to NT$2,000,000 thousand.
(2) As of December 31, 2025, the Group did not meet the above requirements in the relevant loan agreements with respect to net equity and the net debt-to-equity ratio. Accordingly, the related loan amounts were reclassified as current liabilities. As of March 30, 2026, the banks had not requested early repayment of the loans. As of December 31, 2024, the Company was not violated the terms of the contracts entered with the abovementioned banks.
B. The Group's second-tier subsidiary, Shinfox Energy, entered into a medium and long-term loan agreement for a credit line of $400,000 with The Export-Import Bank of the Republic of China on October 28, 2024. The main contents are as follows:
(a) Purpose of borrowing: Provided the working capital for Shinfox Energy to contract the development, construction and operation and maintenance of the domestic renewable energy power plants.
(b) Tenure of borrowing: From October 28, 2024 to November 9, 2026. The financing period is 2 years from the drawing date.
(c) Repayment:
i. Principal: Paid in full amount at the maturity date of tenure of borrowing.
ii. Interest: The first interest collection date would be on the 21st of the month following the first drawing date, and thereafter interest collection date would be on the 21st of each month. The interest rate would be adjusted every three months from the first interest collection date.
C. The Group's second-tier subsidiary, Shinfox Energy, entered into a medium and long-term loan agreement for a credit line of $960,000 with The Export-Import Bank of the Republic of China on March 11, 2024. The main contents are as follows:
(a) Purpose of borrowing: Provided the capital for Shinfox Energy to invest in the equity
~75~
interest of the renewable energy companies in Vietnam.
(b) Borrowing period: 7 years from the first drawing date.
(c) Repayment:
i. Principal: The first installment is 60 months after the first disbursement date, and after that, the principal is repayable every 6 months in 5 installments.
ii. Interest: Interest is collected every three months and the interest rate may be adjusted every six months.
D. On March 7, 2022, the long-term borrowing agreement between the Group's second-tier subsidiary, Foxwell Power Co., Ltd., and Taishin bank stipulates that the Group shall annually review the financial ratios to maintain a current ratio not less than 150%, a net debt-to-equity ratio not more than 200% and a net asset value not less than $800,000 before July 31 during the facility period each year. Additionally, the Group is required to review the shareholding ratio of the ultimate parent company and the parent company on a semi-annual basis.
Additionally, on February 29, 2024, Foxwell Power obtained a credit line approval letter from Taishin Bank. In addition, Foxwell Power entered into the long-term borrowing agreement with Taishin Bank amounting to $1,845,000 on June 5, 2024. The agreement stipulates the Group shall semi-annually review the financial ratios based on the consolidated financial statements issued by an independent auditor to maintain a current ratio not less than 100%, a net debt-to-equity ratio not higher than 250%, a net asset value not less than $900,000 and interest coverage ratio DSCR (Debt Service Coverage Ratio) shall not be less than 1.05 times. Additionally, the Group is required to review the shareholding ratio of the ultimate parent company and the parent company on a semi-annual basis, if the financial ratios do not meet the aforementioned financial ratios, a 0.15% interest rate will be added. As of December 31, 2025, Shinfox Energy's shareholding in Foxwell Power decreased to 49.36%, which was in breach of the aforementioned loan agreements. According to the terms, Shinfox Energy is required to submit the specific improvement measures to the lending banks. The banks may suspend lending the related amounts and suspend the right to draw any credit line. As of March 30, 2026, the lending banking syndicate was still conducting internal discussions and assessments and had not yet taken any action regarding the breach of financial commitments.
E. On October 3, 2022, the Group's second-tier subsidiary, Foxwell Power entered into a syndicated contract for a credit line of $1,750,000 with 3 financial institutions including O-Bank, etc. The credit line is divided into item A and item B. As of December 31, 2023, the drawn credit line were all item A. The purpose of item B is to repay the outstanding balance of item A for the Company, and thus when the preconditions for the first drawdown of credit item B are met, the credit line of item A will be converted into the borrowing of item B. The financial commitments related to item B are as follows:
(a) Foxwell Power committed to review the latest six months' or twelve months' revenue from ancillary services on a semi-annual or annual basis after the site of the project has been
~76~
qualified to trade on the energy trading platform and the first settlement amount of ancillary services revenue has been remitted to the reserve account. The interest rate will be adjusted by 0.1% if the cumulative number of times did not meet the above requirement of which the revenue reached 80% of the average monthly income listed in the “Estimated statement of annual gain and loss and cash flow”.
(b) Foxwell Power committed to review the DSCR (Debt Service Coverage Ratio) semi-annually based on the revenue from ancillary services and the principal and interest amount for the last twelve months from the date the first monthly settlement amount of ancillary services revenue for the site of project has been remitted to the reserve account for a full twelve months. The Group should repay the principal in advance within three months or by other appropriate means as agreed by the management bank, so that the DSCR will not be lower than 1.1 times.
Foxwell Power entered into a syndicated contract with 3 financial institutions including O-Bank, etc. The borrowings had been fully settled in July 2024, and the related quotas of the syndicated loan had been fully cancelled with the early termination loss amounting to ($10,937). For details of the related gains and losses, please refer to Note 6(30).
F. On March 10, 2023, the Group’s second-tier subsidiary, Foxwell Energy entered into a loan agreement with 11 banks including CTBC bank for a credit line of $6,720,000, and on January 29, 2024, the supplemental contract was signed, and the credit line was changed to $3,360,000. During the contract period, the company is required to have net tangible assets in the consolidated financial statements not lower than $6,000,000 and maintain shareholding ratio of the parent company on a semi-annual basis. The syndicated borrowing was jointly guaranteed by the Company, and the amount of $622,405 has been drawn down in May 2024. As of June 30, 2024, the borrowings had been matured and settled.
G. In July, 2024, the Group’s second-tier subsidiary, Foxwell Energy entered into a syndicated contract for a credit line of $20,906,540 with 9 financial institutions including CTBC Bank Co., Ltd., KGI Bank Co., Ltd. and Bank of Taiwan, etc. The credit line is divided into item A and item B. The main contents are as follows:
(a) Purpose of borrowing:
i. Item A: Provide the required performance guarantees or prepayment guarantees for Foxwell Energy to apply for the issuance of the project contracts.
ii. Item B: Provide the required working capital for the construction projects of Foxwell Energy.
(b) Tenure of borrowing: From the first drawing date to March 31, 2026. However, there is no default or no expected default occurred, and the related conditions are met during the contract periods, the application of extension can be submitted in six months before the tenure of the borrowing.
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(c) Duration of credit utilisation:
i. Credit item A: The original credit line was $7,100,000, which must be drawn in installments or in full, and the credit line was non-revolving. The undrawn portion on the first drawing date shall be automatically cancelled. In August 2024, Foxwell Energy cancelled the undrawn credit line of credit item A amounting to $568,460. As of December 31, 2025, the borrowing facilities that have been drawn down amounted to $6,531,540, which has been fully drawn down.
ii. Credit item B: The credit line is $14,375,000 and it can be revolving as stipulated in the contract. However, the cumulative drawn amount shall not exceed $28,500,000. As of December 31, 2025, the undrawn borrowing facilities amounted to $6,910,067.
(d) Repayment:
i. Item A: The guarantee liabilities of the syndicated banking group under the construction guarantee letters will be terminated upon the completion and acceptance of each construction and being notified by the owners, or upon the reduction or expiration of each construction guarantee. For the payments on behalf of others of the syndicated banking group under the construction guarantee letters, Foxwell Energy shall immediately repay the amounts within 5 days.
ii. Item B: Each drawn borrowing shall be repaid according to the borrowing term and maturity date specified in the drawing application. Provided no event of default has occurred, the Company may issue the drawing application to use the new drawn amount to directly settle the principal of the original matured borrowings before the maturity date.
(e) Foxwell Energy commits to test its financial statements that are audited or reviewed by independent auditors at least every half year starting from the financial statements for the six months ended June 30, 2024. If the financial ratios or restrictions do not meet the following rules, the syndicated banking group may suspend lending the related amounts and suspend the borrower’s right to draw any credit line during the period in which the syndicated banking group determine that an event of default has occurred.
Covenants: During the contract period, debt ratio shall not be more than 200% and net tangible assets shall not be less than $9,000,000 on the semi-annual and annual Foxwell Energy only financial statements. For Foxwell Energy’s semi-annual and annual consolidated financial statements, current ratio shall not be less than 100%, net debt-to-equity ratio shall not be more than 300% and net tangible assets shall not be less than $9,500,000. For the semi-annual and annual consolidated financial statements of Cheng Uei, current ratio shall not be less than 100%, net debt-to-equity ratio shall not be more than 300%, interest coverage ratio shall not be less than four times and net tangible assets shall not be less than $15,000,000. As of December 31, 2025, Foxwell Energy’s debt ratio and net tangible assets do not meet the requirements. Shinfox Energy current ratio, debt ratio, and tangible
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net worth ratio do not meet the requirements. The ultimate parent company’s net debt-to-equity ratio and interest coverage ratio did not meet the rules, thus, the specific improvement measures shall be immediately proposed and submitted to the syndicated banking group based on the agreement on the review date. The management bank may suspend lending the related amounts and suspend the right to draw any credit line during the period in which the syndicated banking group determine that an event of default has occurred. As of March 30, 2026, the syndicated banking group has agreed to extend the credit facility to March 31, 2027, and exempt the existing events of default. However, no credit facility to be drawn down can be increased until the financial commitments have met the agreed standards. As of December 31, 2025, Foxwell Energy and the ultimate parent company, Cheng Uei, had not violated the terms of the contracts entered with the abovementioned banks.
(f) The abovementioned syndicated borrowings were jointly guaranteed by Shinfox Energy.
H. The Group’s sub-subsidiary, Foxwell Energy, entered into the borrowing contract with King’s Town Bank on July 8, 2024. The borrowing was non-revolving. In the second quarter of 2025, Foxwell Energy negotiated with the bank to extend the period of the unsecured borrowing to February 26, 2027. As of December 31, 2025, the credit line had been used amounting to $2,300,000 and there was no unused credit line. The borrowing contract was jointly guaranteed by Shinfox Energy.
I. In April 2024, the Group’s second-tier subsidiary, SFE, entered into a syndicated loan agreement for a credit line of US$105,000 thousand with Chailease International Financial Services (Singapore) Pte. Ltd., Taishin International Bank, O-Bank and King's Town Bank. The main contents are as follows:
(a) Purpose of borrowing: Including but not limited to cost of purchasing ships.
(b) Borrowing period: From May 29, 2024 to May 29, 2026.
(c) Repayment: The principal is repayable monthly in the amount of US$1,050 thousand starting from December 2024 and the remaining balance is fully repayable in the final instalment, as well as the interest is repayable monthly.
(d) The abovementioned syndicated borrowings were jointly guaranteed by Shinfox Energy.
J. The Group’s sub-subsidiary, Synergy, entered into a medium-term loan agreement for a credit line of $35,000 with Shin Kong Commercial Bank in September 2024. The main contents are as follows:
(a) Purpose of borrowing: Revolving funds.
(b) Borrowing period: From November 4, 2024 to November 4, 2027.
(c) Repayment: The first year is the grace period. After the grace period, the principal is repayable in 24 equal installments; the interest is repayable monthly at a preferential interest rate provided under a government program of the Small and Medium Enterprise and Startup
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Administration, Ministry of Economic Affairs.
K. The Group’s sub-subsidiary, Synergy, entered into a medium-term secured loan agreement for a credit line of $818,000 with Bank SinoPac in March 2022. The main contents are as follows:
(a) Purpose of borrowing: For the acquisition of movable properties only.
(b) Borrowing period: From January 22, 2024 to March 29, 2039.
(c) Repayment: The principal is repayable in equal installments; the interest is repayable monthly.
(d) Machinery and equipment of Synergy were pledged as collateral for the abovementioned loan agreement.
L. The Group’s sub-subsidiary, Kunshan Jiuwei, entered into a medium-term loan agreement for a credit line of RMB $15,000 with Shin Kong Commercial Bank in December 2024. The main contents are as follows:
(a) Purpose of borrowing: For capital expenditures related to power plant projects, including engineering works or equipment procurement.
(b) Borrowing period: From March 24, 2025 to March 22, 2030.
(c) Repayment: Interest shall be paid on a monthly basis. The principal shall be repaid in equal installments of RMB 100 thousand every six months. Upon maturity of the loan, any remaining interest shall be settled together with the outstanding principal.
(d) Machinery and equipment of Kunshan Jiuwei were pledged as collateral for the abovementioned loan agreement, which was jointly guaranteed by Shinfox Energy.
M. The Group’s sub-subsidiary, SFET, entered into a medium-term loan agreement for a credit line of $620,000 with First Commercial Bank in April 2025. The main contents are as follows:
(a) Purpose of borrowing: Including but not limited to cost of purchasing ships.
(b) Borrowing period: From June 27, 2025 to June 27, 2030.
(c) Repayment: Principal is repayable in installments during the borrowing period.
(d) Ship equipment was pledged as collateral for the abovementioned loan agreement, which was jointly guaranteed by Shinfox Energy.
N. In April 2025, the Group’s sub-subsidiary, SFED, entered into a syndicated loan agreement for a credit line of US$150,000 thousand with KGI Bank, Shin Kong Bank and Land Bank of Taiwan. The main contents are as follows:
(a) Purpose of borrowing: Cost of purchasing ships and equipment.
(b) Tenure of borrowing: The credit line shall be drawn in full within 3 months from the date of contract and the undrawn credit line will be automatically cancelled by then. The tenure of borrowing is 5 years from the first drawing date. Additionally, the application of extending the tenure of borrowing can be submitted by notifying the administering bank via the written notice from nine months to six months before the maturity date of the first tenure of the borrowing.
(c) Repayment: The first installment is 12 months after the first drawing date, and after that, the principal is repayable every 3 months in 17 installments. 1.76% of the credit line is repayable
~80~
from the first installment to the sixteenth installment and 71.84% of the credit line is repayable in the seventeenth installment.
(d) SFED commits to test its financial statements that are audited or reviewed by independent auditors at least every half year starting from the financial statements for the six months ended June 30, 2025. If the financial ratios or restrictions do not meet the following rules, a 0.25% interest rate will be added in the improvement period during the period in which the syndicated banking group determines that an event of default has occurred.
Covenants: During the contract period, principal and interest coverage ratio shall not be less than 1.2 on the semi-annual and annual parent company only financial statements of SFED. For the semi-annual and annual consolidated financial statements of Shinfox Energy, current ratio shall not be less than 100%, net debt-to-equity ratio shall not be more than 300% and net tangible assets shall not be less than $9,500,000. As of March 30, 2026, the current ratio, net debt-to-equity ratio and net tangible assets of Shinfox Energy did not meet the regulations, thus, the borrowing rate would be processed based on the contracts on the review date. Shinfox Energy shall propose specific improvements to the administering bank immediately. If the ratios meet the abovementioned covenants in the next financial reporting period, the difference will not be considered as a violation during the improvement period. If the ratios still do not be improved to meet the agreed terms in the next period, SFED must repay the principal along with the interest payable based on the agreement immediately. As of December 31, 2025, the borrowing had failed to comply with the terms of the long-term agreement and was reclassified as "current liabilities".
(e) Ship equipment was pledged as collateral for the abovementioned syndicated loan agreement, which was jointly guaranteed by Shinfox Energy.
O. The Group’s sub-subsidiary, SFET, entered into a medium-term loan agreement for a credit line of $300,000 with HE JING CO., LTD. in July 2025. The main contents are as follows:
(a) Purpose of borrowing: Revolving funds.
(b) Borrowing period: From July 18, 2025 to July 17, 2028.
(c) Repayment: The principal is repayable in installments; the interest is repayable monthly.
(d) The abovementioned loan agreement was jointly guaranteed by Shinfox Energy.
P. Information on collateral pledged for long-term borrowings is provided in Note 8.
(21) Pensions
A. (a) The Group has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each
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additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Group contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Group would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Group will make contributions for the deficit by next March.
(b) The amounts recognised in the balance sheet are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Present value of defined benefit obligations | ($ 26,743) | ($ 27,595) |
| Fair value of plan assets | 152,755 | 140,647 |
| Net defined benefit asset ( shown as other non- current assets) | $ 126,012 | $ 113,052 |
(c) Movements in net defined benefit assets (liabilities) are as follows:
| Present value of defined benefit obligations | Fair value of plan assets | Net defined benefit assets (liability) | |
|---|---|---|---|
| 2025 | |||
| At January 1 | ($ 27,595) | $ 140,647 | $ 113,052 |
| Interest (expense) income | ( 456) | 2,461 | 2,005 |
| ( 28,051) | 143,108 | 115,057 | |
| Remeasurements: | |||
| Return on plan assets | - | 9,504 | 9,504 |
| (excluding amounts included in interest income or expense) | |||
| Change in financial assumptions | ( 20) | - | ( 20) |
| Experience adjustments | 1,328 | - | 1,328 |
| 1,308 | 9,504 | 10,812 | |
| Pension fund contribution | - | 143 | 143 |
| At December 31 | ($ 26,743) | $ 152,755 | $ 126,012 |
| Present value of defined benefit obligations | Fair value of plan assets | Net defined benefit assets (liability) | |
|---|---|---|---|
| 2024 | |||
| At January 1 | ($ 28,603) | $ 127,614 | $ 99,011 |
| Interest (expense) income | ( 372) | 1,874 | 1,502 |
| ( 28,975) | 129,488 | 100,513 | |
| Remeasurements: | |||
| Return on plan assets | - | 11,017 | 11,017 |
| (excluding amounts included in interest income or expense) | |||
| Change in financial assumptions | 326 | - | 326 |
| Experience adjustments | 1,054 | - | 1,054 |
| 1,380 | 11,017 | 12,397 | |
| Pension fund contribution | - | 142 | 142 |
| At December 31 | ($ 27,595) | $ 140,647 | $ 113,052 |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company's and domestic subsidiaries' defined benefit pension plan in accordance with the Fund's annual investment and utilisation plan and the "Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund" (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2025 and 2024 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
(e) The principal actuarial assumptions used were as follows:
| Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | 1.3%~1.75% | 1.25%~2.00% |
| Future salary increases | 3%~4% | 3%~5% |
Assumptions regarding future mortality experience are set based on the 6th Taiwan Annuity Table.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Discount rate | Future salary increases | |||
|---|---|---|---|---|
| Increase 0.25% | Decrease 0.25% | Increase 0.25% | Decrease 0.25% | |
| December 31, 2025 | ||||
| Effect on present value of defined benefit obligation | ($ 661) | $ 685 | $ 633 | ($ 595) |
| December 31, 2024 | ||||
| Effect on present value of defined benefit obligation | ($ 749) | $ 778 | $ 727 | ($ 678) |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
(f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2026 amount to $143.
(g) As of December 31, 2025, the weighted average duration of the retirement plan is 8~16.2 years.
B. (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the "New Plan") under the Labor Pension Act (the "Act"), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6%~8% of the employees' monthly salaries and wages to the employees' individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
(b) The Company's foreign subsidiaries have established a defined contribution pension plan in accordance with the local regulations. Other than the monthly contributions, the Group has no further obligations.
(c) The pension costs under defined contribution pension plans of the Group for the years ended December 31, 2025 and 2024, were $102,350 and $89,497, respectively.
(22) Share-based payment
A. The Group’s share-based payment arrangements were as follows:
| Issuing company | Type of arrangement | Grant date | Quantity granted | Contract period | Vesting conditions |
|---|---|---|---|---|---|
| Shinfox Energy | Cash capital increase reserved for employee preemption | 2025.1.19 | 2,616,000 | NA | Vested immediately |
| Foxwell Power | Employee stock options | 2023.11.21 | 2,000,000 | 5 years | 2~4 years' service |
| Foxwell Power | Cash capital increase reserved for employee preemption | 2024.12.31 | 1,575,000 | NA | Vested immediately |
| Foxwell Certification | Cash capital increase reserved for employee preemption | 2024.5.2 | 200,000 | NA | Vested immediately |
| Smart Power System | Cash capital increase reserved for employee preemption | 2024.8.15 | 1,375,000 | NA | Vested immediately |
| Smart Power System | Employee stock options | 2024.9.1 | 2,000,000 | 4 years | 3 years' service |
| Smart Power System | Employee stock options | 2025.12.15 | 500,000 | 4 years | 3 years' service |
| Synergy Energy | Cash capital increase reserved for employee preemption | 2024.12.13 | 390,000 | 0.02 years | Vested immediately |
Aside from the above share-based payments, the Group has no share-based payments granted to employees.
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B. Details of the share-based payment arrangements are as follows:
(a) Shinfox Energy:
Share-based payment arrangements of cash capital increase reserved for employee preemption
| 2025 | ||
|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | - | $ - |
| Options granted | 2,616 | 80 |
| Options forfeited | (351) | 80 |
| Options exercised | (2,265) | 80 |
| Options outstanding at December 31 | - | - |
(b) Foxwell Power:
i. Share-based payment arrangements of employee share purchase plan
| 2025 | 2024 | |||
|---|---|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | 2,000 | $ 16 | 2,000 | $ 16 |
| Options granted | (396) | - | - | - |
| Options outstanding at December 31 | 1,604 | 14.90 | 2,000 | 16 |
| Options exercisable at December 31 | 401 | 14.90 | - | - |
ii. Share-based payment arrangements of cash capital increase reserved for employee preemption
| 2025 | ||
|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | 1,575 | $ 81 |
| Options forfeited | ( 185) | 81 |
| Options exercised | ( 1,390) | 81 |
| Options outstanding at December 31 | - | - |
(c) Foxwell Certification:
Share-based payment arrangements of cash capital increase reserved for employee preemption
| 2024 | ||
|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | - | $ - |
| Options granted | 200 | 10 |
| Options exercised by Shinfox Energy | ( 65) | - |
| Options expired | ( 135) | 10 |
| Options outstanding at December 31 | - | - |
(d) Smart Power System:
i. Share-based payment arrangements of employee share purchase plan
| 2024 | ||
|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | - | $ - |
| Options granted | 1,375 | 20 |
| Options exercised | ( 1,375) | 20 |
| Options outstanding at December 31 | - | - |
ii. Share-based payment arrangements of cash capital increase reserved for employee preemption
| 2025 | 2024 | |||
|---|---|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | 2,000 | $ 20 | - | $ - |
| Options granted | 500 | 20 | 2,000 | 20 |
| Options outstanding at December 31 | 2,500 | 19.07 | 2,000 | - |
(e) Synergy:
| 2025 | 2024 | |||
|---|---|---|---|---|
| No. of options (share in thousands) | Weighted -average exercise price (in dollars) | No. of options (share in thousands) | Weighted -average exercise price (in dollars) | |
| Options outstanding at January 1 | 390 | $ 10 | - | $ - |
| Options granted | - | - | 390 | 10 |
| Options expired | ( 15) | 10 | - | |
| Options exercised | ( 375) | 10 | - | - |
| Options outstanding at December 31 | - | - | 390 | 10 |
| Options exercisable at December 31 | - | - | 390 | 10 |
C. For Shinfox Energy's exercise of stock options, the weighted-average stock price at the exercise date was NT$105.5 (in dollars) for the year ended December 31, 2025.
D. For Foxwell Power's exercise of stock options, the weighted-average stock price at the exercise date was NT$110.61 (in dollars) for the year ended December 31, 2025.
E. For Foxwell Certification's exercise of stock options, the weighted-average stock price at the exercise date was NT$13 (in dollars) for the year ended December 31, 2024.
F. For Smart Power System's exercise of stock options, the weighted-average stock price at the exercise date was NT$21.29 (in dollars) for the year ended December 31, 2024.
G. For Synergy's exercise of stock options, the weighted-average stock price at the exercise date was NT$11.04 (in dollars) for the year ended December 31, 2025.
H. For the years ended December 31, 2025 and 2024, the range of exercise prices of stock options outstanding of Foxwell Power was NT$14.9 and NT$16, respectively; the weighted-average remaining contractual period was 2.8 years and 3.8 years, respectively.
I. As of December 31, 2025 and 2024, Smart Power System's exercise price of stock options outstanding was NT$19.07 (in dollars) and NT$20 (in dollars), respectively; the weighted-average remaining contractual period was 2.67~4 years and 3.67 years, respectively.
J. As of December 31, 2024, Synergy's exercise price of stock options outstanding was NT$10 (in dollars); the weighted-average remaining contractual period was 0 year.
K. The aforementioned Company's and subsidiaries' fair value of stock options granted on grant date is measured using the Black-Scholes option pricing model. Relevant information is as follows:
| Type of arrangement | Grant date | Stock price | Exercise price | Expected price volatility | Expected option life | Expected dividends | Risk-free interest rate | Fair value per unit (in dollars) |
|---|---|---|---|---|---|---|---|---|
| Cash capital increase reserved for employee preemption of Shinfox Energy | 2025.1.19 | $105.5 | $ 80 | 38.67% | 0.01 years | - | 1.5003% | $ 25.51 |
| Employee stock options of Foxwell Power | 2023.11.21 | 16.92 | 16 | 25.93% | 3~4 year | - | 1.1966% | 3.071~4.189 |
| Cash capital increase reserved for employee preemption of Foxwell Power | 2024.12.31 | 81.05 | 81 | 40.59% | 0.01 years | - | 1.5505% | 1.343 |
| Cash capital increase reserved for employee preemption of Foxwell Certification | 2024.5.2 | 13.18 | 10 | 36.43% | 0.01 years | - | 1.5840% | 3.180 |
| Cash capital increase reserved for employee preemption of Smart Power System | 2024.8.15 | 21.29 | 20 | 44.76% | 0.01 years | - | 1.2700% | 1.920 |
| Cash capital increase reserved for employee preemption of Smart Power System | 2024.9.1 | 21.29 | 20 | 44.88% | 3.5 years | - | 1.4300% | 7.750 |
| Employee stock options of Smart Power System | 2025.12.15 | 70.55 | 20 | 43.04% | 3.5 years | - | 1.2400% | 52.020 |
| Employee stock options of Synergy Energy | 2024.12.13 | 11.04 | 10 | 45.00% | 0.02 years | - | 1.2908% | 1.043 |
Note: Expected price volatility rate was estimated by using the stock prices of the most recent period with length of this period approximate to the length of the stock options' expected life, and the standard deviation of return on the stock during this period.
L. The Group recognised compensation cost of $75,812 and $3,263 for cash capital increase reserved for employee preemption for the years ended December 31, 2025 and 2024, respectively.
(23) Provisions
| 2025 | |||||
|---|---|---|---|---|---|
| Onerous contract | Provision for warranty | Default losses | Decommissioning liabilities | Total | |
| At January 1, 2025 | $ 34,462 | $ 127,990 | $ - | $ 3,020 | $ 165,472 |
| Increase (reversal) in provisions during the period | 605,399 | ( 1,031) | 131,248 | - | 735,616 |
| Unwinding of discount | - | - | - | 63 | 63 |
| At December 31, 2025 | $ 639,861 | $ 126,959 | $ 131,248 | $ 3,083 | $ 901,151 |
| 2024 | |||||
| Onerous contract | Provision for warranty | Decommissioning liabilities | Total | ||
| At January 1, 2024 | $ 27,785 | $ 125,773 | $ 2,958 | $ 156,516 | |
| Increase (reversal) in provisions during the period | 6,677 | 2,217 | - | 8,894 | |
| Unwinding of discount | - | - | 62 | 62 | |
| At December 31, 2024 | $ 34,462 | $ 127,990 | $ 3,020 | $ 165,472 | |
| December 31, 2025 | December 31, 2024 | ||||
| Current | 896,296 | 160,385 | |||
| Non-current | 4,855 | 5,087 |
A. Onerous contracts
(a) For the year ended December 31, 2025, the estimated total costs for the contracts were less than the original estimated amounts due to the adjustments of construction cost. Thus, the Group's sub-subsidiary, Eastern Rainbow Green Energy, reversed onerous contracts provision amounting to $1,900. For the year ended December 31, 2024, Eastern Rainbow Green Energy recognised a provision for onerous contracts amounting to $6,677 since the unavoidable cost associated with the performance obligation of the construction contract exceeded the expected economic benefits to be derived from the contract.
(b) The Group's sub-subsidiary, Foxwell Energy, contracted the Phase II of Taipower's Offshore Wind Power Project and the Wind Farm Property Procurement and Installation Project ("the Project"), with the maritime engineering part executed by the Group's sub-subsidiary, SFE. During the maritime engineering contract period in the second quarter of 2025, SFE shall adjust the dispatch plans of vessels in order to ensure smooth construction progress since the sling accident occurred when hoisting the wind turbine generator system and the construction was delayed due to the delayed delivery of thrusters from the supplier of cable laying vessels. In the third quarter of 2025, as the delivery progress of the thrusters was still not as expected, resulting in SFE's own vessels being unavailable for construction, along with the adverse weather conditions in the third quarter, the maritime engineering work schedule was further
delayed. In order to expedite the construction, SFE had to urgently lease additional vessels from third parties to catch up with the overall construction progress. However, because each construction vessel required corresponding equipment to operate, the lease term was extended and related costs increased significantly, resulting in a substantial increase in the actual input costs in the third quarter of 2025. Considering the overall operations of the Project and the performance risk control, Foxwell Energy temporarily suspended the maritime engineering originally executed by SFE, took over the subsequent construction matters and retendered the maritime engineering work to the external suppliers in the fourth quarter of 2025. Since the original plan of the maritime engineering was to primarily use SFE’s own vessels for construction but switched to lease vessels from third parties and there was a dispute on the agreed terms between Foxwell Energy and the subcontractor of wind turbine generator system, thus, Foxwell Energy assessed that the costs to be input would increase significantly. The amount of provision for onerous contracts recognised for the year ended December 31, 2025 was $607,274.
(c) For the year ended December 31, 2025, the estimated total costs for the contracts were less than the original estimated amounts due to the adjustments of construction cost. Thus, the Group’s sub-subsidiary, Smart Power System, recognised onerous contracts provision amounting to $25.
B. Default losses
(a) The 2026 power purchases and sales contract for commercial operation of gas-fired system signed between the Group’s sub-subsidiary, Jiuwei Power, and Taiwan Power Company (Taipower) stipulates that if the work permit is not obtained by the extended deadline, 1% of the performance security deposit before operation shall be deducted, with successive deductions for delaying every 30 days. The progress of the abovementioned construction was affected by various and successive difficulties in activation of modifying the business plan of Tree Valley Park and the factors such as environmental impact difference since the end of 2024. As a result, Jiuwei Power and the lessor of Tree Valley Park terminated the land lease agreement in February 2025. The Group determined that the probability of fulfilling the contract was remote based on the Group’s comprehensive assessment of the current situation and future operational feasibility. Therefore, the Group accrued the possible losses amounting to $23,485 on liquidated damages based on the contract. As of December 31, 2025, the overdue default penalty had been fully paid.
(b) The equipment procurement and installation requirement document for the “Phase II of Taipower’s Offshore Wind Power Project and the Wind Farm Property Procurement and Installation Project” signed between the Group’s sub-subsidiary, Foxwell Energy, and Taiwan Power Company stipulates that overdue default penalty for the installation of foundation construction for wind turbine generator system and offshore substation will incur, which Foxwell Energy will be fined in the amount of $1,050 thousand per calendar day. After
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contracting the construction, Foxwell Energy could not carry out the construction as scheduled due to the force majeure or uncontrollable events. As a result, the stages of construction had been slightly delayed. As of March 30, 2026, Foxwell Energy had gradually received confirmation letters from Taiwan Power Company. According to the approved content, the total extension days were 96.5 days. The Group’s management had made the necessary adjustments in the way the Group’s management considered appropriate based on its assessment of preliminary consensus reached with Taiwan Power Company through mediation and historical offshore wind power construction and the experience of applying for the extension. In addition, the Group’s management had acquired the climate assessment report issued by an independent external institution. The Group’s management accrued the most likely reserves of default losses amounting to $131,248.
C. Provision for warranty
The Group provides warranties on image scanners and multifunction printers sold and construction contracts:
(a) Provision for warranty related to the image scanners and multifunction printers sold is estimated based on historical warranty data of the products.
(b) Provision for warranty related to the construction contracts is estimated based on historical warranty data. The Group expected the provision for warranty will usually occur during the period regulated in the contracts after the acceptance of the construction.
D. Decommissioning liabilities
In accordance with the applicable agreements or the law/regulation requirement, the Group bears dismantling, removing the asset and restoring the site obligations for certain property, plant and equipment in the future. Decommissioning provision is recognised for the present value of costs to be incurred for dismantling, removing the asset and restoring the site. It is expected that the decommissioning provision will occur.
(24) Share capital
As described in Note 1, the Company acquired 100% of the shares of Glory Science, PQI and Foxlink Image through share swap by exchanging 1 common share of Glory Science into 1 common share of the Company, 1 common share of PQI converted to 0.194 common share of the Company and 1 common share of Foxlink Image converted to 0.529 common share of the Company. As of December 31, 2025, the Company’s authorised capital was $3,000,000, consisting of 300,000 thousand shares of ordinary stock (including 30,000 thousand shares reserved for employee stock options), and the paid-in capital was $2,462,421 with a par value of $10 (in dollars) per share. Ordinary shares outstanding as at December 31, 2023 amounted to 246,242 thousand shares.
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(25) Capital surplus
| 2025 | |||||
|---|---|---|---|---|---|
| Share premium | Difference between consideration and carrying amount of subsidiaries acquired or disposed | Changes in ownership interests in subsidiaries | Net change in equity of associates | Total | |
| At January 1 | $ 3,290,571 | $ 222,102 | $ 1,398,277 | $ 216,257 | $ 5,127,207 |
| Changes in ownership interests in subsidiaries | - | - | 573,537 | - | 573,537 |
| Recognition of change in equity of associates in proportion to the Group's ownership | - | - | - | 13,441 | 13,441 |
| Disposal of investments accounted for using the equity method | - | - | - | ( 2,477) | ( 2,477) |
| Compensation costs | - | - | 26,623 | - | 26,623 |
| At December 31 | $ 3,290,571 | $ 222,102 | $ 1,998,437 | $ 227,221 | $ 5,738,331 |
| 2024 | |||||
| Share premium | Difference between consideration and carrying amount of subsidiaries acquired or disposed | Changes in ownership interests in subsidiaries | Net change in equity of associates | Total | |
| At January 1 | $ 3,413,692 | $ 222,102 | $ 1,182,413 | $ 185,835 | $ 5,004,042 |
| Capital surplus used to issue cash to shareholders | ( 123,121) | - | - | - | ( 123,121) |
| The Group did not participate in the capital increase raised by a subsidiary proportionally to its interest to the subsidiary | - | - | 118 | - | 118 |
| Subsidiary issued convertible bonds | - | - | 214,399 | - | 214,399 |
| Recognition of change in equity of associates in proportion to the Group's ownership | - | - | - | 27,946 | 27,946 |
| The Group did not participate in the capital increase raised by associates proportionally to its interest to the associates | - | - | - | 2,476 | 2,476 |
| Compensation costs | - | - | 1,347 | - | 1,347 |
| At December 31 | $ 3,290,571 | $ 222,102 | $ 1,398,277 | $ 216,257 | $ 5,127,207 |
A. In accordance with IFRS Q&A issued by Accounting Research and Development Foundation (ARDF) on October 26, 2018 and ARDF Interpretation 100-390, as described in Note 4, the share swap transactions between the Company and Glory Science were considered as a reorganisation under common control on October 1, 2018.
B. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
C. The shareholders resolved that the Company distribute cash by using capital surplus of $123,121 (NT$0.5 (in dollars) per share) on March 7, 2024.
(26) Retained earnings
A. Under the Company's Articles of Incorporation, the current year's earnings, if any, shall first be used to pay all taxes and offset prior years' operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the paid-in capital. The remaining earnings shall be proposed by the Board of Directors and resolved by the shareholders as dividends to shareholders.
According to the Company's dividend policy, no more than 90% of the distributable retained earnings shall be distributed as shareholders' bonus and cash dividend distributed in any calendar year shall be at least 20% of the total distributable earnings in that year based on future capital expenditures budget and capital requirements.
B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company's paid-in capital.
C. In accordance with Article 211 of the Company Act, in case the loss incurred by a company aggregates to one half of its paid-in capital, the Board of Directors should report it at the latest shareholders' meeting.
D. Special reserve
(a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
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(b) The Company is substantially a continuation of Glory Science. Therefore, the amount previously set aside by the Company as special reserve in accordance with Order No. Financial-Supervisory-Securities-Corporate-1010012865, dated April 6, 2012, shall be the same as the amount reclassified from accumulated translation adjustment under shareholders' equity to retained earnings for the exemptions elected by the Group. The special reserve increased as a result of retained earnings arising from the adoption of IFRS amounted to $8,361.
E. The appropriation of 2024 and 2023 earnings as proposed and resolved by the shareholders on May 28, 2025 and May 27, 2024, respectively, are as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | Dividends per share (in dollars) | Amount | Dividends per share (in dollars) | |
| Legal reserve | $ 113,399 | $ 15,005 | ||
| Special reserve | - | ( 290,674) | ||
| Cash dividends | 738,726 | $ 3.00 | 369,363 | $ 1.50 |
For the information relating to the distribution of earnings as approved by the Board of shareholders, please refer to the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(27) Operating revenue
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and service over time and at a point in time in the following major product lines and geographical regions:
Revenue from external customer contracts
| 2025 | China | Taiwan | Hong Kong | US |
|---|---|---|---|---|
| System and peripheral products | $ 1,247,232 | $ 8,126 | $ 309,250 | $ 699,978 |
| 3C retail and peripheral products | 6,355 | 109,287 | 1,611,093 | 65 |
| 3C components | 221,975 | 10,342 | 944 | - |
| Energy service management | 17,097 | 26,040,007 | - | - |
| $ 1,492,659 | $ 26,167,762 | $ 1,921,287 | $ 700,043 | |
| 2025 | Europe | Others | Total | |
| System and peripheral products | $ 1,014,387 | $ 1,489,218 | $ 4,768,191 | |
| 3C retail and peripheral products | - | 1 | 1,726,801 | |
| 3C components | 2,967 | 32,594 | 268,822 | |
| Energy service management | - | - | 26,057,104 | |
| $ 1,017,354 | $ 1,521,813 | $ 32,820,918 |
~96~
| 2024 | China | Taiwan | Hong Kong | US |
|---|---|---|---|---|
| System and peripheral products | $ 1,569,701 | $ 6,797 | $ 306,230 | $ 797,781 |
| 3C retail and peripheral products | 8,106 | 82,544 | 1,499,568 | - |
| 3C components | 130,191 | 12,360 | - | - |
| Energy service management | 35,760 | 19,568,338 | - | - |
| $ 1,743,758 | $ 19,670,039 | $ 1,805,798 | $ 797,781 | |
| 2024 | Europe | Others | Total | |
| System and peripheral products | $ 1,004,659 | $ 1,783,956 | $ 5,469,124 | |
| 3C retail and peripheral products | - | 659 | 1,590,877 | |
| 3C components | 3,675 | 52,916 | 199,142 | |
| Energy service management | - | 40,621 | 19,644,719 | |
| $ 1,008,334 | $ 1,878,152 | $ 26,903,862 |
B. Transaction price of performance obligations of unfulfilled construction contracts.
Revenue from significant construction contracts contracted as of December 31, 2025 and 2024, was recognised according to the completion of offshore and energy saving construction. Aggregate contracted amount and the year expected to recognise revenue for the unsatisfied performance obligations of such construction are as follows:
| Year | Total contract price | Unsatisfied performance obligations amount | Year expected to recognise revenue |
|---|---|---|---|
| December 31, 2025 | $ 68,111,049 | ||
| (Note) | $ 12,747,666 | Year 2026~2027 | |
| December 31, 2024 | 61,556,032 | 29,417,845 | Year 2025~2027 |
Note: Regarding the mediation case between the Group and Taiwan Power Company, the variable consideration of $5,556,934 which is likely to be collected is included in the total contract value according to the mediation proposal proposed by the Mediation Committee.
C. Contract assets and contract liabilities
(a) The Group has recognised the following revenue-related contract assets and contract liabilities:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Contract assets: | ||
| Contract assets – construction contracts | $ 10,889,106 | $ 8,906,120 |
| Contract assets – service agreements | 3,455 | 766 |
| $ 10,892,561 | $ 8,906,886 |
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Contract liabilities: | ||
| Contract liabilities – advance sales receipts | 220,365 | 181,943 |
| Contract liabilities – construction contracts | 66,119 | 15,420 |
| Contract liabilities – service agreements | 330 | 1,382 |
| $ 286,814 | $ 198,745 |
(b) The aforementioned revenue-related contract assets and contract liabilities as at December 31, 2025 and 2024 are as follows:
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Total costs incurred and revenue recognised | $ 55,716,210 | $ 31,879,233 |
| Less: Progress billings | ( 44,893,223) | ( 22,988,533) |
| Net balance sheet position for | ||
| Construction in progress | $ 10,822,987 | $ 8,890,700 |
| Presented as: | ||
| Contract assets- current | $ 10,889,106 | $ 8,906,120 |
| Contract liabilities- current | ( 66,119) | ( 15,420) |
| $ 10,822,987 | $ 8,890,700 |
(c) Revenue recognised that was included in the contract liability balance at the beginning of the period
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue recognised that was included in the contract liability balance at the beginning of the period | ||
| Unearned revenue | $ 6,851 | $ 33,740 |
D. Information about the significant construction contracts contracted by the Group is provided in Note 9.
(28) Interest income
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income from bank deposits | $ 136,171 | $ 140,912 |
| Interest income from financial assets measured at amortised cost | 112,743 | 86,218 |
| $ 248,914 | $ 227,130 |
(29) Other income
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Dividend income | $ 141,068 | $ 134,293 |
| Rent income | 78,760 | 82,735 |
| Others | 41,752 | 33,281 |
| $ 261,580 | $ 250,309 |
(30) Other gains and losses
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Gains on disposals of property, plant and equipment | $ 516,296 | $ 28,812 |
| Foreign exchange gains | 54,947 | 261,647 |
| Gain arising from lease modification | 7,317 | 1 |
| Gains (losses) on disposals of investments | 3,274 | (10) |
| Loss on early termination | - | (10,937) |
| (Loss) gains on financial assets at fair value through profit or loss | (2,085) | 2,482 |
| Depreciation charge on investment property | (5,503) | (7,173) |
| Loss from default | (154,733) | - |
| Impairment loss on non-financial assets | (1,310,134) | (127,272) |
| Others | (3,756) | 3,186 |
| ($ 894,377) | $ 150,736 |
(31) Finance costs
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest expense | ||
| Bank loans | $ 1,068,406 | $ 454,051 |
| Bonds payable | 51,759 | 50,806 |
| Lease liabilities | 18,816 | 19,333 |
| Other interest expense | 64 | 62 |
| Loans from related parties (note) | - | 84,493 |
| $ 1,139,045 | $ 608,745 |
Note: Please refer to Note 7.
(32) Expenses by nature
| Year ended December 31, 2025 | |||
|---|---|---|---|
| Nature | Classified as operating costs | Classified as operating expenses | Total |
| Employee benefit expense | |||
| Wages and salaries | $ 438,532 | $ 985,106 | $ 1,423,638 |
| Labour and health insurance fees | 47,831 | 64,389 | 112,220 |
| Pension costs | 53,813 | 46,532 | 100,345 |
| Other personnel expenses | 30,491 | 36,620 | 67,111 |
| $ 570,667 | $ 1,132,647 | $ 1,703,314 | |
| Interest expense | $ 784,699 | $ - | $ 784,699 |
| Depreciation charge | $ 754,243 | $ 138,928 | $ 893,171 |
| Amortisation charge | $ 17 | $ 98,451 | $ 98,468 |
| Year ended December 31, 2024 | |||
| --- | --- | --- | --- |
| Nature | Classified as operating costs | Classified as operating expenses | Total |
| Employee benefit expense | |||
| Wages and salaries | $ 476,076 | $ 969,256 | $ 1,445,332 |
| Labour and health insurance fees | 62,682 | 59,393 | 122,075 |
| Pension costs | 52,926 | 35,069 | 87,995 |
| Other personnel expenses | 34,539 | 31,147 | 65,686 |
| $ 626,223 | $ 1,094,865 | $ 1,721,088 | |
| Interest expense | $ 556,193 | $ - | $ 556,193 |
| Depreciation charge | $ 488,881 | $ 131,103 | $ 619,984 |
| Amortisation charge | $ 183 | $ 81,774 | $ 81,957 |
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees' compensation and directors' and supervisors' remuneration. The ratio shall not be lower than 6% for employees' compensation and shall not be higher than 3% for directors' and supervisors' remuneration.
B. Employees' compensation and directors' remuneration were not accrued as the Company had no profit for the year ended December 31, 2025; For the year ended December 31, 2024, employees' compensation was accrued at $73,000, respectively; while directors' remuneration was accrued at $10,695. The aforementioned amounts were recognised in salary expenses.
C. Employees' compensation and directors' remuneration of 2024 as resolved by the Board of Directors were in agreement with those amounts recognized in the 2024 financial statements, and were distributed in the form of cash.
D. Information about employees' compensation and directors' remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the "Market Observation Post System" at the website of the Taiwan Stock Exchange.
(33) Income tax
A. Income tax expense
(a) Components of income tax expense:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax: | ||
| Current tax on profits for the year | $ 370,596 | $ 560,669 |
| Tax on undistributed surplus earnings | 16 | 7,827 |
| Prior year income tax underestimation | 54,733 | 604 |
| Total current tax | 425,345 | 569,100 |
| Deferred tax: | ||
| Origination and reversal of temporary differences | ( 16,515) | ( 37,445) |
| Total deferred tax | ( 16,515) | ( 37,445) |
| Income tax expense | $ 408,830 | $ 531,655 |
(b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Currency translation differences for the year | $ 3,061 | ($ 34,353) |
| Remeasurement of defined benefit obligations | ( 2,163) | ( 2,479) |
| $ 898 | ($ 36,832) |
B. Reconciliation between income tax expense and accounting profit
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Tax calculated based on profit before tax and statutory tax rate | $ (6,231,692) | $ 889,613 |
| Temporary difference not recognised as deferred tax assets | 39,102 | 96,827 |
| Unrecognized deferred tax assets for tax loss carryforwards | 1,195,831 | 67,675 |
| Prior year income tax underestimate | 54,733 | 604 |
| Tax on undistributed surplus earnings | 16 | 7,827 |
| Change in assessment of realisation of deferred tax assets | - | 71,702 |
| Expenses disallowed by tax regulation | 5,538,523 | (504,307) |
| Tax effects of investment tax credits | (23,690) | (40,872) |
| Prior year loss carryforward income tax | (161,966) | (57,414) |
| Other | (2,027) | - |
| Income tax expense | $ 408,830 | $ 531,655 |
C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| 2025 | |||||
|---|---|---|---|---|---|
| At January 1 | Recognised in profit or loss | Recognised in other comprehensive income | Business combination | At December 31 | |
| Temporary differences: | |||||
| – Deferred tax assets: | |||||
| Loss carryforward | $ 258,129 | ($ 192,271) | $ - | $ - | $ 65,858 |
| Depreciation difference between tax and financial basis | 53,048 | 427 | - | - | 53,475 |
| Warranty cost of after-sale service | 24,886 | ( 260) | - | - | 24,626 |
| Loss on overseas investment | 39,197 | 268,834 | - | - | 308,031 |
| Unrealized loss on market price decline and obsolete and slow-moving inventory | 11,814 | ( 605) | - | - | 11,209 |
| Losses on doubtful debts | 15,431 | - | - | - | 15,431 |
| Unrealised gain on inter-affiliate accounts | 3,528 | ( 764) | - | - | 2,764 |
| Onerous contracts | 6,892 | ( 380) | - | - | 6,512 |
| Others | 39,008 | 28,070 | ( 1,945) | - | 65,133 |
| $ 451,933 | $ 103,051 | ($ 1,945) | $ - | $ 553,039 | |
| – Deferred tax liabilities: | |||||
| Unrealised exchange gain | ($ 327,953) | ($ 67,168) | ($ 4,214) | $ - | ($ 399,335) |
| Intangible assets-customer relationship | ( 12,869) | 14,895 | - | ( 66,891) | ( 64,865) |
| Others | ( 115,362) | ( 34,263) | 7,057 | - | ( 142,568) |
| ($ 456,184) | ($ 86,536) | $ 2,843 | ($ 66,891) | ($ 606,768) | |
| ($ 4,251) | $ 16,515 | $ 898 | ($ 66,891) | ($ 53,729) |
~102~
| 2024 | ||||
|---|---|---|---|---|
| At January 1 | Recognised in profit or loss | Recognised in other comprehensive income | At December 31 | |
| Temporary differences: | ||||
| - Deferred tax assets: | ||||
| Loss carryforward | $ 133,420 | $ 124,709 | $ - | $ 258,129 |
| Depreciation difference between tax and financial basis | 51,255 | 1,793 | - | 53,048 |
| Warranty cost of after-sale service | 24,679 | 207 | - | 24,886 |
| Loss on overseas investment | - | 39,197 | - | 39,197 |
| Unrealized loss on market price decline and obsolete and slow-moving inventory | 15,635 | (3,821) | - | 11,814 |
| Losses on doubtful debts | 15,431 | - | - | 15,431 |
| Unrealised gain on inter-affiliate accounts | 7,981 | (4,453) | - | 3,528 |
| Onerous contracts | 5,557 | 1,335 | - | 6,892 |
| Others | 30,466 | 8,542 | - | 39,008 |
| $ 284,424 | $ 167,509 | $ - | $ 451,933 | |
| - Deferred tax liabilities: | ||||
| Unrealised exchange gain | ($ 198,656) | ($ 113,994) | ($ 15,303) | ($ 327,953) |
| Intangible assets-customer relationship | (25,737) | 12,868 | - | (12,869) |
| Others | (64,895) | (28,938) | (21,529) | (115,362) |
| ($ 289,288) | ($ 130,064) | ($ 36,832) | ($ 456,184) | |
| ($ 4,864) | $ 37,445 | ($ 36,832) | ($ 4,251) |
D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets of the Company’s domestic subsidiaries are as follows:
| December 31, 2025 | ||||
|---|---|---|---|---|
| Year incurred | Amount filed/ assessed | Unused amount | Unrecognised deferred tax assets | Expiry year |
| 2015~2025 | $ 9,093,145 | $ 7,729,587 | $ 7,488,553 | 2025~2035 |
| December 31, 2024 | ||||
| Year incurred | Amount filed/ assessed | Unused amount | Unrecognised deferred tax assets | Expiry year |
| 2014~2024 | $ 4,870,062 | $ 3,990,428 | $ 3,587,996 | 2024~2034 |
E. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority. The Company’s domestic subsidiaries’ income tax returns through 2021 and 2023 have been assessed and approved by the Tax Authority.
(34) (Loss) earnings per share
| Year ended December 31, 2025 | |||
|---|---|---|---|
| Amount after tax | Weighted average number of ordinary shares outstanding (share in thousands) | Loss per share (in dollars) | |
| Basic (diluted) loss per share | |||
| Loss attributable to ordinary shareholders of the parent | ($ 5,625,725) | 246,242 | ($ 22.85) |
| Year ended December 31, 2024 | |||
| Amount after tax | Weighted average number of ordinary shares outstanding (share in thousands) | Earnings per share (in dollars) | |
| Basic earnings per share | |||
| Profit attributable to ordinary shareholders of the parent | $ 1,124,070 | 246,242 | $ 4.56 |
| Diluted earnings per share | |||
| Profit attributable to ordinary shareholders of the parent | $ 1,124,070 | 246,242 | |
| Assumed conversion of all dilutive potential ordinary shares | |||
| Employees’ compensation | - | 1,316 | |
| Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares | $ 1,124,070 | 247,558 | $ 4.54 |
The potential ordinary shares have anti-dilutive effect due to net loss for the year ended December 31, 2025, so the calculation of diluted loss per share is the same as the calculation of basic loss per share.
(35) Transactions with non-controlling interest
A. In January 2025, the Group’s sub-subsidiary, Shinfox Energy, disposed 0.03% of shares of the Group’s sub-subsidiary, Foxwell Power, for a total cash consideration of $8,099. This transaction resulted in an increase in the non-controlling interest by $5,684 and an increase in the equity attributable to owners of the parent by $2,415. In addition, the Group disposed 14% of shares of the Group’s sub-subsidiary, Foxwell Power, for a total cash consideration of $819,075 in December 2025. This transaction resulted in an increase in the non-controlling interest and the equity attributable to owners of the parent by $594,469 and $224,606, respectively. Additionally, the non-controlling interest was decreased by $39 due to changes in the shareholding ratio.
B. The Group’s sub-subsidiary, Foxwell Power, increased its capital by issuing new shares. On January 13, 2025, The Group did not acquire shares proportionally to its interest. As a result, the Group decreased its share interest by 11.67%. The transaction amount was $898,021. This transaction resulted in an increase in the non-controlling interest and the equity attributable to owners of the parent by $719,182 and $178,839, respectively.
C. The Group’s sub-subsidiary, Shinfox Energy, acquired 50% equity interest in Synergy Co., Ltd. through capital increase by cash of $800,100 on January 17, 2025. The transaction resulted in an increase in the non-controlling interest by $758,302.
D. The Group’s sub-subsidiary, Shinfox Energy, increased its capital by issuing new shares in March 2025. The Group did not acquire shares proportionally to its interest. As a result, the Group decreased its share interest by 1.66%. The transaction amount was $2,533,481. This transaction resulted in an increase in the non-controlling interest and the equity attributable to owners of the parent by $2,410,376 and $123,105, respectively.
E. The Group’s sub-subsidiary, Foxwell Power, acquired 51% equity interest in Smart Power System by cash and issuance of ordinary shares in July 2025. The transaction resulted in an increase in the non-controlling interest by $441,780. The Group did not acquire shares proportionally to its interest. As a result, the Group decreased its share interest by 2.97%. This transaction resulted in an increase in the non-controlling interest and the equity attributable to owners of the parent by $116,946 and $41,722, respectively.
F. The Group’s sub-subsidiary, Billion Sun Energy Storage, increased its capital by issuing new shares on September 12, 2025. The Group did not acquire shares proportionally to its interest. As a result, the Group decreased its share interest by 30%. The transaction amounted to $392,400. This transaction resulted in an increase in the non-controlling interest and the equity attributable to owners of the parent by $389,550 and $2,850, respectively. The Group’s sub-subsidiary, Billion Sun Energy Storage, increased its capital by issuing new shares on September 12, 2025. The Group’s sub-subsidiary, Foxwell Power, did not acquire shares proportionally to its interest. As a result, Foxwell Power lost control over Billion Sun Energy Storage, and Foxwell Power’s equity interest in the company was decreased from 100% to 30%. Billion Sun Energy Storage Technologies Inc. increased its capital by issuing new shares, of which 40% of shares were held by the Group’s sub-subsidiary, Synergy Co., Ltd. Foxwell Power and Synergy held 30% and 40% equity interest in Billion Sun Energy Storage, respectively. Therefore, the transaction was considered as a reorganisation.
G. The Group’s sub-subsidiary, Foxwell Power, distributed cash dividends as resolved by the shareholders during their meeting on May 21, 2025 and May 15, 2024, and the transaction resulted in a decrease in the non-controlling interest by $24,433 and $6,731, respectively.
H. The Group’s sub-subsidiary, Shinfox Energy, distributed cash dividends as resolved by the shareholders during their meeting on May 27, 2025 and May 21, 2024, and the transaction resulted in a decrease in the non-controlling interest by $188,161 and $175,635, respectively.
~104~
I. In 2024, the Group’s second-tier subsidiary, Shinfox Energy, had changes in equity due to conversion of convertible bonds, and this transaction resulted in an increase in the non-controlling interest by $708,057 and an increase in the equity attributable to owners of the parent by $214,399. Refer to Note 6(20) for details.
J. The Group’s second-tier subsidiary, Foxwell Certification, increased its capital by issuing new shares in May 2024, and reserved certain shares for employee preemption in accordance with regulations. The Group’s shareholding ratio was decreased by 4.50% accordingly. This transaction resulted in an increase in the non-controlling interest and the equity attributable to owners of the parent by $1,232 and $118, respectively.
(36) Business combinations
A. Synergy Co., Ltd.
(a) On January 17, 2025, the Group subscribed to the newly issued common shares of Synergy Co., Ltd. in cash amounting to $800,010. The Group held 52.3% equity interests in Synergy and had control over Synergy after the subscription.
(b) The allocation of the acquisition price of Synergy was completed for the year ended December 31, 2025. The fair value of the goodwill amounted to $4,874.
(c) The operating revenue included in the consolidated statement of comprehensive income since January 17, 2025 contributed by Synergy was $42,183. Synergy also contributed loss before income tax of $10,984 over the same period. Had Synergy been consolidated from January 1, 2025, the Group’s operating revenue and loss before income tax for the year ended December 31, 2025 would increase by $43,193 and $9,583, respectively.
B. Smart Power System
(a) The Group’s sub-subsidiary, Foxwell Power, issued 3,328,571 ordinary shares on July 1, 2025 for the acquisition of shares of Smart Power System. The swap ratio was 1:1.4, in exchange for 35.85% of Smart Power System’s issued and newly issued ordinary shares, totaling 4,660 thousand shares. Furthermore, on July 22, 2025, Foxwell Power acquired 3,000 thousand newly issued ordinary shares and 500 thousand issued ordinary shares of Smart Power System at a price of NT$100 (in dollars) per share. Both aforementioned transactions resulted in a total acquisition of 51% of Smart Power System’s shares. In addition, Foxwell Power obtained the control over Smart Power System. The company deeply cultivates the fields of power and energy for a long time, including power system analysis, microgrid construction and power equipment monitoring, etc. As a result of the acquisition, the Group is expected to increase its presence in the power market. It also expects to accelerate power integration in the Asian market and expand economic benefits through the development of related power system software.
(b) The fair value totaling NT$104 (in dollars) of the 3,328,571 ordinary shares issued as part of the consideration paid for Smart Power System was based on the published share price on July 1, 2025. The cost of issuing shares was a deduction item to capital surplus. Other acquisition
~105~
costs totaling $160 were recognised in other expenses under the statements of comprehensive income.
(c) The allocation of the acquisition price of Smart Power System was completed for the period from July 22, 2025 to December 31, 2025. The fair value of the acquired identifiable intangible assets (including computer software, customer relationships and patents) and goodwill amounted to $344,550 $236,360, respectively.
(d) The operating revenue included in the consolidated statement of comprehensive income since July 22, 2025 contributed by Smart Power System was $316,404. Smart Power System also contributed profit before income tax of $28,166 over the same period. Had Smart Power System been consolidated from January 1, 2025, the Group's operating revenue and profit before income tax for the year ended December 31, 2025 would increase by $416,267 and $43,139, respectively.
C. The following table summarises the consideration paid for Synergy and Smart Power System and the fair values of the assets acquired and liabilities assumed at the acquisition date:
| Smart Power System | Synergy | |
|---|---|---|
| Purchase consideration | ||
| Cash paid | $ 350,000 | $ 800,010 |
| Market price of new shares issued | 346,171 | - |
| Contingent consideration | ||
| 696,171 | 800,010 | |
| Fair value of equity interest held before the business combination | - | 36,815 |
| Non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets | 441,780 | 758,302 |
| 1,137,951 | 1,595,127 | |
| Fair value of the identifiable assets acquired and liabilities assumed | ||
| Cash | 385,563 | 1,543,472 |
| Contract assets | 57,371 | 431 |
| Accounts receivable | 49,490 | 14,691 |
| Other receivables | 51 | 29 |
| Prepayments | 41,636 | 2,558 |
| Other current assets | 7,903 | - |
| Financial assets at FVOCI | 187,497 | - |
| Investments accounted for using the equity method | 26,304 | - |
| Property, plant and equipment | 3,011 | 136,496 |
| Smart Power System | Synergy | |
|---|---|---|
| Right-of-use assets | $ 1,877 | $ 3,752 |
| Intangible assets-computer software | 10,095 | - |
| Intangible assets-customer relationships | 166,678 | - |
| Intangible assets-patents | 167,777 | - |
| Refundable deposits | 33,104 | 3,633 |
| Current income tax assets | - | 31 |
| Notes payable | - | ( 375) |
| Accounts payable | - | ( 8,730) |
| Other payables | - | ( 2,431) |
| Contract liabilities | - | ( 756) |
| Other current liabilities | ( 156,801) | ( 11) |
| Lease liabilities | ( 1,937) | ( 3,993) |
| Deferred tax liabilities | ( 66,891) | - |
| Guarantee deposits received | ( 11,137) | - |
| Long-term borrowings | - | ( 98,544) |
| Total identifiable net assets | 901,591 | 1,590,253 |
| Goodwill | $ 236,360 | $ 4,874 |
(37) Supplemental cash flow information
A. Investing activities with partial cash payments
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Purchase of property, plant and equipment | $ 9,137,102 | $ 5,983,116 |
| Add: Opening balance of payable on equipment | 200,384 | 142,156 |
| Less: Ending balance of payable on equipment | ( 634,533) | ( 200,384) |
| Capitalisation of depreciation | ( 42,090) | ( 23,235) |
| Cash paid during the year | $ 8,660,863 | $ 5,901,653 |
B. The following table summarises the consideration paid by the Group's sub-subsidiary, Foxwell Power, for Billion Sun Energy Storage and Huijie Energy in April 2025 and May 2025, and the fair values of the assets acquired and liabilities assumed at the acquisition date:
| Billion Sun Energy Storage | Huijie Energy | |
|---|---|---|
| Consideration received | ||
| Cash | $ 46,815 | $ 500 |
| Carrying amount of the assets and liabilities | ||
| Cash | 3,819 | 130 |
| Prepayments | 1,031 | 1,162 |
| Other current assets | 15 | 358 |
| Property, plant and equipment | - | 27,417 |
| Right-of-use assets | 386,597 | 239,895 |
| Prepayments for equipment | 1,662 | - |
| Refundable deposits | 44,096 | 38,305 |
| Other payables | ( 360) | ( 66,872) |
| Lease liabilities | ( 386,597) | ( 239,895) |
| Other current liabilities | ( 3,448) | - |
| Total net assets | 46,815 | 500 |
(38) Changes in liabilities from financing activities
| Short-term borrowings | Short-term notes and bills payable | Long-term borrowings (including current portion) | Bonds payable | Lease liability | Liabilities from financing activities- gross | |
|---|---|---|---|---|---|---|
| January 1, 2025 | $ 5,435,677 | $ 4,516,472 | $ 26,487,103 | $ 1,976,525 | $ 1,982,620 | $ 40,398,397 |
| Changes in cash flow from financing activities | 6,762,660 | 395,954 | 899,560 | - | ( 120,539) | 7,937,635 |
| Changes in other non-cash items | - | - | 73,425 | 51,759 | ( 870,978) | ( 745,794) |
| Impact of changes in foreign exchange rate | ( 65,040) | - | - | - | ( 3,025) | ( 68,065) |
| December 31, 2025 | $ 12,133,297 | $ 4,912,426 | $ 27,460,088 | $ 2,028,284 | $ 988,078 | $ 47,522,173 |
| Short-term borrowings | Short-term notes and bills payable | Long-term borrowings (including current portion) | Lease liability | Lease liability | Liabilities from financing activities- gross | |
| January 1, 2024 | $ 9,180,124 | $ 4,005,614 | $ 6,498,457 | $ 2,851,779 | $ 415,854 | $ 22,951,828 |
| Changes in cash flow from financing activities | ( 3,776,751) | 510,858 | 19,880,419 | - | ( 161,122) | 16,453,404 |
| Changes in other non-cash items | 32,304 | - | 108,227 | ( 875,254) | 1,722,937 | 988,214 |
| Impact of changes in foreign exchange rate | - | - | - | - | 4,951 | 4,951 |
| December 31, 2024 | $ 5,435,677 | $ 4,516,472 | $ 26,487,103 | $ 1,976,525 | $ 1,982,620 | $ 40,398,397 |
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7. Related Party Transactions
(1) Names of related parties and relationship
| Names of related parties | Relationship with the Company |
|---|---|
| Cheng Uei Precision Industry Co., Ltd. (Cheng Uei) | Ultimate parent |
| Fugang Electronic (Dongguan) Co., Ltd. (FGEDG) | Other related party |
| Fugang Electronic (Xuzhou) Co., Ltd. (FG XuZhou) | Other related party |
| VA Product Inc. (VA) | Other related party |
| Studio A Inc. (Studio A) | Other related party |
| Straight A Inc. (Straight A) | Other related party |
| Sharetronic Data Technology Co., Ltd. (Sharetronic) | Other related party |
| Dongguan Fuqiang Electronics Co., Ltd. (DGFQ) | Other related party |
| Central Motion Picture Corporation (Central Motion Picture) | Other related party |
| Kunshan Fugang Electric Trading Co., Ltd. (KFET) | Other related party |
| Foxlink India Electric Private Limited | Other related party |
| Fugang Electric (Kunshan) Co., Ltd. | Other related party |
| Foxlink Technical India Private Ltd.(Foxlink India) | Other related party |
| Hon Hai Precision Industry Co., Ltd. (Hon Hai) | Other related party |
| Deepwaters Digital Support Inc. (Deepwaters) | Other related party |
| Foxlink Automotive Technology (Kunshan) Co., Ltd. (KAFE) | Other related party |
| Fushineng Electronics (Kunshan) Co., Ltd. (Fushineng Kunsha | Other related party |
| Foxlink Taiwan Industry Co., Ltd. | Other related party |
| Hsin Hung International Investment Co., Ltd. (Hsin Hung) | Other related party |
| Foxlink International Investment Ltd. (FII) | Other related party |
| Foxlink Vietnam Co., Ltd. (Foxlink Vietnam) | Other related party |
| Billion Watts Technologies Co., Ltd. | Associates |
| Hong Ju Energy Co., Ltd. | Associates |
| Zhi Wang Systems Co., Ltd. | Other related party |
| Foxlink Da Nang Electronics Co., Ltd. | Other related party |
| Synergy Co., Ltd. (Synergy) | Former associates (Note 1) |
| Fortune Electric Extra High Voltage Co., Ltd.(Fortune Electric | Other related party (Note 2) |
| Straight A Limited(Straight A Hong Kong) | Associates |
| Studio A Technology Limited (Studio A Hong Kong) | Associates |
| UbiLink AI Co., Ltd. (UbiLink) | Associates |
| Cheng Shin Digital Co., Ltd. (Cheng Shin Digital) | Associates |
| Changpin Wind Power Ltd.(Changpin) | Joint Venture |
| Billion Power System Technologies INC | Associates (Note 3) |
| Li Qiu Hui | Other related party |
| Guo Zheng-Qian | Other related party |
| Shanghai Biaogan Information Technology Co., Ltd. | Other related party |
Note 1: As the Group's sub-subsidiary, Shinfox Energy, acquired 50% equity interest in Synergy, Synergy was changed to the Group's subsidiary from an associate since January 17, 2025.
Note 2: The Group's sub-subsidiary, Shinfox Energy, acquired $50\%$ equity interest in Synergy on January 17, 2025. The company is the director of Synergy, thus, the company became an other related party since January 17, 2025.
Note 3: As the associate, Billion Power Technologies INC, was resolved to dissolve, the company became a non-related party since December 10, 2025.
(2) Significant related party transactions
A. Operating revenue
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Joint venture | $ 659,660 | $ 515,557 |
| Other related parties | 72,564 | 74,826 |
| Associates | 55,562 | 348,069 |
| Cheng Uei | 33,889 | 350,973 |
| $ 821,675 | $ 1,289,425 |
(a) Goods sold to the abovementioned related parties are based on mutual agreement and are not sold to the third parties. The collection terms are 90 to 120 days after monthly billings.
(b) The Group entered into contracted construction agreements with related parties and charged construction revenue, service revenue and electricity sales revenue from related parties. The transaction price and credit terms are the same with the market situation or the general customers.
(c) Unfulfilled construction contracts
As of December 31, 2025 and 2024, the total contract value, aggregate contacted amount and the year expected to recognise revenue for the unsatisfied performance obligations, arising from the significant construction contracts signed by the Group with related parties, are as follows:
| Year | Transaction price | Remaining performance obligations | Expected timing of revenue recognition |
|---|---|---|---|
| December 31, 2025 | $ 3,297,150 | $ 1,999,709 | Year 2026~2027 |
| December 31, 2024 | 3,850,748 | 2,603,705 | Year 2025~2027 |
B. Purchases
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Purchases of goods: | ||
| Associates | $ 6,445 | $ 3,684 |
| Other related parties | 443 | 1,044 |
| Cheng Uei | - | 68 |
| $ 6,888 | $ 4,796 |
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of engineering sales: | ||
| Joint ventures | $ 15,938 | $ - |
| Other related parties | 1,721 | 1,625 |
| Associates | 400 | 5,713 |
| $ 18,059 | $ 7,338 | |
| Other operating costs: | ||
| Other related parties | $ 36,355 | $ - |
The prices and terms are determined in accordance with mutual agreement, and the payment term is 90 to 120 days after monthly billings. The remaining cost of engineering sales is calculated based on the contracted construction agreement entered into using market quotes.
C. Receivables from related parties
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cheng Uei | $ 30,753 | $ 19,474 |
| Associates | 4,859 | 4,806 |
| Other related parties | 3,216 | 4,343 |
| $ 38,828 | $ 28,623 |
The payments of the transactions between the Group and the abovementioned related parties are calculated based on the actual amount incurred and paid monthly.
D. Other income
(a) Rental revenue
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Sharetronic | $ 50,869 | $ 50,961 |
| Cheng Uei | 12,893 | 17,440 |
| $ 63,762 | $ 68,401 |
The Group holds various lease agreements with related parties based on the market price. The leases were collected on a monthly basis.
(b) Other income
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cheng Uei | $ 127,369 | $ 105,441 |
| Joint venture | $ 1,800 | $ 1,800 |
| Other related parties | 2,577 | 3,532 |
| $ 131,746 | $ 110,773 |
The contract period that the Group provides related party management services is from January
1, 2025 to December 31, 2025 and from January 1, 2024 to December 31, 2024, respectively, and the transactions price and payment terms are determined based on the contract.
E. Receivables from related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts receivable: | ||
| Associates | $ 30,637 | $ 115,417 |
| Other related parties | 12,089 | 11,432 |
| Cheng Uei | 9,528 | 11,447 |
| Joint Venture | 2,415 | 100,000 |
| $ 54,669 | $ 238,296 | |
| Other receivables: | ||
| Sharetronic | $ 5,951 | $ - |
| STUDIO A | 1,966 | 1,845 |
| Associates | 364 | 149 |
| Other related parties | 192 | 2,158 |
| Cheng Uei | 386 | 37 |
| $ 8,859 | $ 4,189 |
Other receivables are mainly rental income, human support income and advance.
F. Contract assets (contract liabilities)
(a) The Group's contract assets are construction from the ultimate parent company, Cheng Uei:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Aggregate costs incurred plus recognised profits | $ - | $ 305,591 |
| Less: Progress billings | - | ( 306,000) |
| Net balance sheet position for construction in progress | $ - | ($ 409) |
| Presented as: | ||
| Current contract assets | $ - | $ - |
| Current contract liabilities | - | ( 409) |
| $ - | ($ 409) |
As of December 31, 2025 and 2024, there were no promissory notes arising from construction contract transactions with the ultimate parent company, Cheng Uei.
(b) The Group's contract assets are energy storage construction from the associate, Cheng Shin Digital:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Aggregate costs incurred plus recognised profits | $ - | $ 256,190 |
| Less: Progress billings | - | (256,190) |
| Net balance sheet position for construction in progress | $ - | $ - |
| Presented as: | ||
| Current contract assets | $ - | $ - |
The Group's construction contract transactions with the associate, Cheng Shin Digital, were all completed in 2024. As of December 31, 2025 and 2024, pledged time deposits for warranty arising from the abovementioned construction contract transactions amounted to $27,218 and $26,900, respectively, which were shown as 'non-current financial assets at amortised cost'.
(c) The contract assets of the Group's sub-subsidiary, Smart Power System, are energy storage construction from other related party, Zhi Wang Systems:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Aggregate costs incurred plus recognised profits | $ 9,543 | $ - |
| Less: Progress billings | ( 9,000) | - |
| Net balance sheet position for construction in progress | $ 543 | $ - |
| Presented as: | ||
| Current contract assets | $ 543 | $ - |
As of December 31, 2025 and 2024, there were no promissory notes arising from construction contract transactions with other related party, Zhi Wang Systems.
(d) The Group's contract assets are construction from the joint venture, Changpin:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Aggregate costs incurred plus recognised profits | $ 1,277,157 | $ 627,912 |
| Less: Progress billings | ( 1,304,289) | ( 442,185) |
| Net balance sheet position for construction in progress | ($ 27,132) | $ 185,727 |
| Presented as: | ||
| Current contract assets | $ - | $ 185,727 |
| Current contract liabilities | ( 27,132) | - |
| ($ 27,132) | $ 185,727 |
As of December 31, 2025 and 2024, promissory notes arising from construction contract transactions with the joint venture, Changpin, both amounted to $170,437.
(e) The Group’s contract assets are energy storage construction from other related party, Hon Hai:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Aggregate costs incurred plus recognised profits | $ 4,730 | $ 3,678 |
| Less: Progress billings | ( 4,024) | ( 4,024) |
| Net balance sheet position for construction in progress | $ 706 | ($ 346) |
| Presented as: | ||
| Current contract assets | $ 706 | $ - |
| Current contract liabilities | - | ( 346) |
| $ 706 | ($ 346) |
As of December 31, 2025 and 2024, there were no promissory notes arising from construction contract transactions with other related party, Hon Hai.
G. Payables to related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts payable: | ||
| Joint Venture | $ 15,938 | $ - |
| Associates | 494 | 99 |
| $ 16,432 | $ 99 | |
| Other payables: | ||
| Cheng Uei | $ 10,168 | $ 9,497 |
| Associates | 1,564 | 634 |
| Other related parties | 4,603 | 3,684 |
| $ 16,335 | $ 13,815 |
(a) Payables to related parties mainly arose from purchases, and the payment terms are 90 to 120 days after monthly billings.
(b) Other payables to related parties mainly arose from interest, management, legal and system maintenance fees payable.
H. Property transactions
(a) Acquisition of financial assets:
| Accounts | No. of shares | Year ended December 31, 2025 | ||
|---|---|---|---|---|
| (in thousand shares) | Objects | Consideration | ||
| Associates | Investments accounted | 100,000 | shares | $ 100,000 |
| -Cheng Shin Digital | for using equity method | |||
| Joint venture | Investments accounted | 16,400 | shares | 16,400 |
| -Changpin | for using equity method | $ 116,400 | ||
| Accounts | No. of shares | Year ended December 31, 2024 | ||
| (in thousand shares) | Objects | Consideration | ||
| Associates | Investments accounted | 4,795 | shares | $ 47,946 |
| -Cheng Shin Digital | for using equity method | |||
| Joint venture | Investments accounted | 15,000 | shares | 150,000 |
| -Changpin | for using equity method | $ 197,946 |
(b) Acquisition of property, plant and equipment:
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Other related parties | $ 1,185 | $ - |
I. Lease transactions—lessee
(a) The Group leases buildings from the ultimate parent company and other related parties. Rental contracts are typically made for periods from 2013 to 2030. Rents are paid monthly.
(b) Acquisition of use-of-right assets
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Other related parties | $ 17,486 | $ 5,027 |
| Cheng Uei | - | 3,222 |
| $ 17,486 | $ 8,249 |
(c) Lease liability
i. Outstanding balance
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cheng Uei | $ 66,961 | $ 91,959 |
| Other related parties | 13,265 | 4,159 |
| $ 80,226 | $ 96,118 |
ii. Interest expense
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cheng Uei | $ 1,287 | $ 1,627 |
| Other related parties | 276 | 62 |
| $ 1,563 | $ 1,689 |
J. Loans from related parties: (For the year 2025: None)
Borrowings from related parties
(a) For the year ended December 31, 2024, the balance of loans from related parties amounted to $0.
(b) Interest expense:
| Year ended December 31, | |
|---|---|
| 2024 | |
| Cheng Uei | $ 84,493 |
The loans from related parties are repayable based on the agreement and carry interest at 8% per annum.
K. Loans to others and guarantee/endorsement: Please refer to Note 13(1) B.
(3) Key management compensation
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Salaries and other short-term employee benefits | $ 85,202 | $ 87,968 |
| Post-employment benefits | 2,868 | 2,895 |
| $ 88,070 | $ 90,863 |
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8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Pledged asset | Book value
December 31, 2025 | Book value
December 31, 2024 | Purpose |
| --- | --- | --- | --- |
| Restricted bank deposits and pledged time deposits(shown as financial assets at amortised cost-current) | $ 4,940,666 | $ 6,962,407 | Letters of guarantee for construction performance, short-term borrowings, impound and guarantee notes, etc. |
| Guarantee deposits paid (shown as other current assets) | 109,770 | 998,955 | Guarantee for construction performance, performance bond |
| Guarantee deposits paid (shown as other non-current assets) | 662,514 | 446,480 | Guarantee for electric energy transfer, deposits, guarantee and customs deposit |
| Restricted bank deposits and pledged time deposits(shown as financial assets at amortised cost- non-current) | 1,144,467 | 601,970 | Impound, bond guarantee, performance guarantee and guarantee for development plan |
| Property, plant and equipment
Investment property | 12,973,602 | 8,624,727 | Short-term and long-term borrowings
Short-term and long-term borrowings |
| | - | 112,906 | |
| | $ 19,831,019 | $ 17,747,445 | |
- Significant Contingent Liabilities and Unrecognised Contract Commitments
(1) Contingencies
A. The Group’s subsidiary, Shih Fong Power Co., Ltd. (“Shih Fong”), carried out the “Shih Fong Power’s FongPing River and Its Tributary Hydroelectric Project” (the “Project”) in Hualien County and planned to build a weir in FongPing River for hydropower plants to generate electricity. Since 2000, the Company has successively obtained the permit to build the infrastructure as an electricity enterprise and the work permit to operate power generation equipment as an electricity enterprise (the “Work Permit”). As the construction was unable to be completed on time, an extension was applied for according to the law year by year and the Work Permit was obtained as approved and issued by the Ministry of Economic Affairs. Certain litigations that ensued during the period of application for the renewal of the Work Permit were as follows:
(a) Administrative Appeal
The local indigenous peoples (the “Petitioners”) filed a petition on May 14, 2021 with the Administrative Appeals Committee of the Executive Yuan (AAC), requesting “the suspension of the Project” and “the revocation of work permit in 2021 issued by the Ministry of Economic Affairs”. Regarding the dispute with the former, the administrative appeal was dismissed from the AAC on May 31, 2021; and regarding the dispute with the latter, the decision of administrative appeal was rendered by the AAC on March 3, 2022 and the original administrative action was revoked.
In accordance with the decision of the AAC, the Ministry of Economic Affairs sent a letter to Shih Fong on March 10, 2022, ordering it to consult and obtain consent and participation from the indigenous peoples or tribes. Shih Fong disagreed with the judgement and filed an administrative litigation according to the law on April 29, 2022, requesting the Executive Yuan to revoke the decision of administrative appeal of Shih Fong’s Work Permit in 2021. Currently, the case trial has been initiated by the court on November 9, 2022, and the case was dismissed by the Taipei High Administrative Court on March 14, 2024.
(b) Administrative litigation
The Petitioners disagreed with the decision to dismiss on May 31, 2021 by the AAC and filed an administrative litigation with the Taipei High Administrative Court (THAC). On December 3, 2021, the THAC rendered a judgement that the Project is suspended until the administrative litigation is finalised. The Ministry of Economic Affairs and Shih Fong disagreed with the abovementioned judgement and filed an counterappeal with the Supreme Administrative Court (SAC). On March 31, 2022, the SAC revoked the original verdict, excluding certain final judgements.
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However, in order to conduct the construction smoothly in the future and respect the will of local peoples, Shih Fong sent a letter to the Zhuoxi Township Office on April 7, 2022, requesting it to consult and obtain consent from the tribes. Shih Fong completed relevant tribal consultation and obtained a majority of consent in December 2022 and sent a letter to the Bureau of Energy to report the results of the tribal consultation. Shih Fong had obtained the renewal Work Permit in 2021 and 2022 in December 2022 and the Work Permit in 2023 was renewed by the Ministry of Economic Affairs in February 2023. However, the Petitioners disagreed with the issuance of the Work Permit in 2023 by the Ministry of Economic Affairs and requested for a suspension until the administrative litigation is finalised. On September 28, 2023, the Supreme Court issued a ruling that “the execution shall be stayed until the administrative litigation is concluded and the certain litigation expenses shall all be abandoned.” The Petitioners disagreed with the decision of dismiss on February 6, 2024 by the AAC and filed an administrative litigation with the THAC. The court’s verdict is not made as of March 30, 2026.
Shih Fong had obtained the renewal Work Permit between 2024 and 2026 in February 2024 which will be valid until December 31, 2026. However, the Petitioners disagreed with the issuance of the Work Permit in 2024 by the Ministry of Economic Affairs and requested for a suspension and revocation of the issuance of the Work Permit in 2024 until the administrative litigation is finalised. The Petitioners of the aforementioned case disagreed with the decision of dismiss on August 5, 2024 by the AAC and filed an administrative litigation with the THAC. The case is under the judgement of the AAC. The court had not yet rendered a verdict as of March 30, 2026.
B. The Group’s subcontractor (Xincheng Co., Ltd.) requested compensation from Shinfox Energy as it had objections to the payment of the construction. In May 2022, the court’s first instance judgement was rendered. According to the judgement, Shinfox Energy shall pay $1,257 and its penalty interest to Xincheng Co., Ltd., and the Company’s other litigations were dismissed. Shinfox Energy and Xincheng Co., Ltd. both disagreed with the judgement and filed an appeal. As of review reporting date, the case is still under trial with the court of second instance. However, since the final ruling has not yet been rendered by the court, it is unable to reasonably determine the exact amount of possible compensation. As of March 30, 2026, the case is still under trial with the court of second instance. Shinfox Energy will actively defend aforementioned litigation. However, due to the nature of unpredictability of legal cases, it is unable to reasonably determine the exact amount of possible compensation. The management assessed that the amount of the loss is not material to the financial statements.
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C. The Group’s second-tier subsidiary, Foxwell Energy Corporation Ltd. (“Foxwell Energy”), entered into a ‘Transportation and Installment Contract of Wind Turbines in Wind Farm Site No. 26’ with a Singapore contractor, Teras Offshore Pte. Ltd. As the contractor failed to submit the essential documents within the time frame prescribed in the contract, Foxwell Energy has the right to revoke the contract and has notified the contractor in writing of the termination of the contract. After receiving the written notice from Foxwell Energy, the contractor entrusted a lawyer on December 11, 2021 to request for compensation from Foxwell Energy, and state that it will refer the matter to arbitration if the compensation is not paid. On December 24, 2021, Foxwell Energy also appointed a lawyer to send a letter stating that it was a lawful termination of the contract and it reserves the right to claim compensation from the contractor. As of March 30, 2026, Foxwell Energy has not yet received the notice of arbitration submitted by the contractor to the arbitration institution, and the termination of the contract has no impact on the original construction contract and subsequent performance obligations.
D. On August 13, 2020, the Group’s sub-subsidiary, Foxwell Energy, entered into an equipment procurement contract and an operation and maintenance contract with Taiwan Power Company (“Taiwan Power”) for the Phase II of Taipower’s Offshore Wind Power Project and the “Wind Farm Property Procurement and Installation Project” amounting to $56,588,000 and $6,300,000, respectively. The terms of the equipment procurement contract specifies that Foxwell Energy shall complete the foundation construction for wind turbine generator system and offshore substation as of September 30, 2024, shall complete all wind turbine generator system which shall be under the security constrained dispatch process as of September 30, 2025, shall complete the whole construction as of December 31, 2025 and shall provide 2-year warranties from the date of completion and acceptance of the whole construction. In addition, the equipment shall provide guaranteed generating capacity. The performance term of this project is divided into stages progress and the final completion deadline. The default penalty shall be computed until the termination date of the contract according to each stage of the project. The operation and maintenance contract specifies the terms such as the guaranteed annual availability and default penalty of all wind turbine generator system as well as the relevant rights and obligations of both parties. The contract period is 5 years from the time when all wind turbine generator systems are under the security constrained dispatch process. However, Foxwell Energy began construction in June 2024 with the completion of the heavy lift vessels, the project encountered consecutive typhoons and sudden strong winds that damaged the crane of the heavy lift vessels, necessitating repairs back at Taichung Port. This affected the installation schedule of the substructures for wind turbine. Since Foxwell Energy took on the contract, global inflation, rate hike, wars and other force majeure or uncontrollable events have led to increase international offshore wind power costs and a shortage of the large construction vessels. Therefore, Foxwell Energy Co., Ltd. had applied for an extension of the completion deadline to Taiwan Power in accordance with the contract terms and legal provisions in September 2024. Foxwell Energy obtained a letter from
~120~
Taiwan Power, stating that catching up to the construction work is the priority goal and the applied matters are pending for further evidence. In June 2025, Foxwell Energy submitted the project to the Public Construction Commission (“PCC”) for mediation in accordance with the contract for the Phase II of Taipower’s Offshore Wind Power Project and the “Wind Farm Property Procurement and Installation Project”. As of March 30, 2026, Foxwell Energy had received confirmation from Taiwan Power Company that the total extension period was 96.5 days. However, as the future development of this mediation case is currently unpredictable, and given the anticipated delays in the project due to engineering incidents that occurred for the year ended December 31, 2025, Foxwell Energy is liable for compensation for the delayed work in accordance with the contract. Therefore, the Group recognised a provision for potential losses. Please refer to Note 6(23) for details.
E. There were disputes arising from the contract between the Group’s sub-subsidiary, SFE, and the subcontractors, Bernhard Weyres GmbH and Success Overseas International Corporation, during the construction execution period. Bernhard Weyres GmbH sent a letter and claimed that certain parts were lost in the process of returning the equipment. In addition, Bernhard Weyres GmbH claimed for compensation for equipment operation expenses, spare equipment expenses and demobilization expenses. Success Overseas International Corporation sent a letter and claimed for rents of the related equipment and construction expenses from SFE due to adjustment of construction progress, of which the abovementioned amount included the estimated rents and construction expenses for the periods when the equipment was not actually in use. Although the subcontractors claimed the amounts, they did not provide specific evidence or basis which was sufficient to support their loss calculations reasonably. In addition, the related attribution of responsibilities is pending for being clarified. As of March 30, 2026, the subcontractors have not formally appointed lawyers to file a complaint or bring specific legal claims against SFE. Thus, the Group did not accrue provisions related to the disputes for the year ended December 31, 2025.
(2) Commitments
A. As of December 31, 2025 and 2024, due to the performance guarantee of contracting the Phase II of Taipower’s Offshore Wind Power Project, the “Wind Farm Property Procurement and Installation Project”, the amounts of bank deposits and time deposits pledged by the Group to the banks (recorded as “Financial Assets at Amortised Cost”) were $1,644,520 and $5,414,904, respectively.
B. As of December 31, 2025 and 2024, the endorsement/guarantee amounts of credit line of the syndicated loan guaranteed by using the letters of guarantee issued by the subcontractor were $600,012 and $3,832,012, respectively.
C. Except as described in Note 9(2) A. and B., the Group’s second-tier subsidiary, Shinfox Energy, provided performance guarantee on the subcontracted construction and the credit line on the guaranteed amount to the Group’s second-tier subsidiary, Foxwell Energy amounting to $24,035,547 and $30,095,801 as of December 31, 2025 and 2024, respectively.
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D. As of December 31, 2025 and 2024, in addition to the significant construction contracts listed in Note 6 (27), the letters of guarantee to be issued by the bank, which are required for performance guarantee under the contracted construction, purchasing renewable energy contracts, the warranty, and land leases for commercial port facilities, amounted to $533,333 and $453,584, respectively.
E. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Equipment procurement contract | ||
| Contract consideration | $ 4,441,064 | $ 8,847,162 |
| Unpaid amount | $ 2,159,800 | $ 5,988,776 |
| December 31, 2025 | December 31, 2024 | |
| Construction contract | ||
| Contract consideration | $ 62,535,004 | $ 53,514,259 |
| Unpaid amount | $ 15,111,887 | $ 20,679,006 |
F. As of December 31, 2025 and 2024, the commitment information related to the total consideration of significant construction contracts that the Group entered into with owners and the amount of unsatisfied performance obligations are provided in Notes 6(27) and 7(2).
G. The Group entered the operation and maintenance contract with Changyuan Wind Power Ltd., Beiyuan Wind Power Ltd. and Shinfox Power Co., Ltd. for WTGS and solar energy equipment. The contract specifies the terms such as the bonus and penalty of operation and maintenance as well as the relevant rights and obligations of both parties. The contract period is 20 years from the parallel connection date.
H. The Group's second-tier subsidiary, Foxwell Power, entered into a renewable energy purchase contract with the electricity enterprise. The yearly minimum purchase quantity and price were agreed in the contract. If the Group did not purchase the agreed quantity of electricity according to the contract, the Group had default obligations. As of December 31, 2025, the Group has no default arising from this contract.
I. The Group's second-tier subsidiary, Foxwell Power, entered into renewable energy sales contracts with power customers. The performance period of power sales and the committed yearly minimum power sales were agreed in the contract. If the Group did not provide the agreed quantity of electricity according to the contract, the Group had default obligations. As of December 31, 2025, the Group has no default arising from this contract.
- Significant Disaster Loss
None.
- Significant Subsequent Events
A. To expand the business in the market in Mainland China and strengthen the competitiveness, the Board of Directors of the Group's sub-subsidiary, Foxwell Power, on January 21, 2026 adopted a resolution to acquire 100% equity interest in Chengdu Xinfuwei Energy Co., Ltd., which was held by
the Group’s sub-subsidiary, Shinfox Energy, for $124,938.
B. To increase the working capital and introduce strategic investors, the Board of Directors of the Group’s sub-subsidiary, Foxwell Power, on March 3, 2026 adopted a resolution to raise additional cash through private placement. Within the limit of 15,000 thousand shares and depending on the capital market conditions, the Board of Directors was authorised to increase the capital by issuing ordinary shares through private placement, in full or installments, starting from the day of shareholders’ meeting within one year.
C. The sole director of the Group’s sub-subsidiary, ZhiShin Energy, on December 10, 2025 adopted a resolution to increase its capital by issuing 399 thousand new shares with a par value of NT$10 (in dollars) per share. The effective date was set on January 6, 2026. The Group’s sub-subsidiary, Foxwell Power, participated in the abovementioned capital increase.
D. The Board of Directors of the Group’s sub-subsidiary, Synergy, on January 21, 2026 adopted a resolution to acquire 100% equity interest in Fox Nam Energy Co., Ltd. and 35% equity interest in Dakpsi Investment and Develop Hydroelectric Stock Company, which were originally held by the Group’s sub-subsidiary, Shinfox Energy. The estimated investment amount was $113,400 and $642,600, respectively.
E. To increase the working capital, the Board of Directors of the Group’s sub-subsidiary, Foxwell Power, on December 24, 2025 adopted a resolution to increase its capital by issuing 130,000 thousand new shares with a par value of NT$10 (in dollars) per share, of which 70,000 thousand shares and 60,000 thousand shares were set effective on December 25, 2025 and February 11, 2026, respectively. As of March 30, 2026, the registration of 60,000 thousand shares has not been completed.
F. The Board of Directors of the Group’s sub-subsidiary, Foxwell Power, on March 10, 2026 adopted a resolution to increase its capital by issuing 70,000 thousand new shares with a par value of NT$10 (in dollars) per share. The effective date was set on March 14, 2026. As of March 30, 2026, the registration has not been completed.
G. Considering the overall operations of the Phase II of the offshore construction plan and the performance risk control, the Board of Directors of the Group’s sub-subsidiary, Foxwell Power, on March 30, 2026 adopted a resolution to adjust the total budget costs of the project in order to ensure smooth construction progress since Foxwell Energy assessed that the estimated total costs would increase significantly.
H. To revitalize capital and improve the efficiency of capital utilization, the Board of Directors of the Group’s sub-subsidiary, Shinfox Energy, on February 3, 2026 adopted a resolution to sell up to 10,000 shares of ordinary shares of the Group’s sub-subsidiary, Foxwell Power.
I. To increase the working capital and introduce strategic investors, the Board of Directors of the Group’s sub-subsidiary, Shinfox Energy, on March 30, 2026 adopted a resolution to raise additional cash through private placement. Within the limit of 93,750 thousand shares and depending on the capital market conditions, the Board of Directors was authorised to increase the capital by issuing ordinary shares through private placement, in full or installments, starting from the day of
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shareholders' meeting within one year.
J. On January 7, 2025, the Group’s sub-subsidiary, SFE, entered into a ship conversion contract with a third-party shipyard. As of December 31, 2025, there was an unpaid balance of US$2,820 thousand. Due to the factors such as changes in ship design, both parties entered into the supplementary settlement on January 5, 2026. The total consideration of the supplemental agreement amounted to US$12,401 thousand, which had not been paid. According to the contract, SFE should pay the remaining amount before the end of January 2026. As of March 30, 2026, SFE received a letter from the lawyer appointed by the shipyard, claiming that SFE did not pay the amount of approximately US$15,221 thousand according to the contract and requesting the default interest calculated at 6% per annum from February 1, 2026 as stipulated in the contract. In addition, the letter also stated that if SFE failed to fulfill its payment obligations within the deadline, the shipyard would commence arbitration or other legal proceedings to pursue relevant responsibilities. Since both parties are still in the stage of negotiation, the final result remains uncertain and the related effect cannot be estimated.
K. Since the Group’s sub-subsidiary, SFE, did not pay the certain amount related to the ship, the relevant creditors filed for a provisional attachment of the operation support ship held by SFE in accordance with Paragraph 1 of Article 114 of the Enforcement Law with the Taiwan Taichung District Court. As of March 30, 2025, SFE is negotiating with the creditors regarding settlement and the release of the attachment on the ship. The final negotiation result remains uncertain. However, the Group has assessed the nature and the amount of obligation for the related debt based on available information and recognized the most likely amount as the related accounts payable and expenses.
- Others
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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(2) Financial instruments
A. Financial instruments by category
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Financial assets at fair value through profit or loss | ||
| Financial assets mandatorily measured at fair value through profit or loss | $ 739 | $ 4,074 |
| Financial assets at fair value through other comprehensive income | ||
| Designation of equity instrument | $ 2,841,182 | $ 4,476,446 |
| Financial assets at amortised cost | ||
| Cash and cash equivalents | $ 7,746,562 | $ 7,928,276 |
| Financial assets at amortised cost | 7,443,714 | 8,267,621 |
| Notes receivable | 26,630 | 13,019 |
| Accounts receivable(including related parties) | 1,596,572 | 1,858,456 |
| Other receivables(including related parties) | 735,205 | 33,041 |
| Guarantee deposits paid | 785,395 | 1,465,748 |
| $ 18,334,078 | $ 19,566,161 | |
| Financial liabilities | ||
| Financial liabilities at amortised cost | ||
| Short-term borrowings | $ 12,133,297 | $ 5,435,677 |
| Short-term notes and bills payable | 4,912,426 | 4,516,472 |
| Notes payable | 137 | 8,102 |
| Accounts payable (including related parties) | 6,339,356 | 4,025,052 |
| Other payables(including related parties) | 1,982,214 | 1,419,918 |
| Long-term borrowings (including current portion) | 29,488,372 | 26,487,103 |
| Guarantee deposits received | 47,999 | 34,206 |
| $ 54,903,801 | $ 41,926,530 | |
| Lease liability | $ 988,078 | $ 1,982,620 |
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B. Financial risk management policies
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Group, derivative financial instruments, such as foreign exchange forward contracts are used to hedge certain exchange rate risk. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
C. Significant financial risks and degrees of financial risks
(a) Market risk
Exchange rate risk
i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group entities are required to hedge their entire foreign exchange risk exposure with the Group treasury. Exchange rate risk is measured through a forecast of highly probable USD and RMB expenditures. Forward foreign exchange contracts are adopted to minimise the volatility of the exchange rate affecting cost of forecast inventory purchases.
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iii. The Group's businesses involve some non-functional currency operations (the Company's and certain subsidiaries' functional currency: NTD; other certain subsidiaries' functional currency: RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| December 31, 2025 | |||
|---|---|---|---|
| Foreign currency amount (In thousands) | Exchange rate | Book value (NTD) | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | $ 57,597 | 31.4300 | $ 1,810,274 |
| RMB:NTD | 126,153 | 4.4716 | 564,106 |
| JPY:NTD | 15,289 | 0.2008 | 3,070 |
| HKD:NTD | 8,195 | 4.0380 | 33,091 |
| EUR:NTD | 182 | 36.9000 | 6,716 |
| HKD:RMB | 3,081 | 0.9032 | 12,441 |
| USD:RMB | 4,633 | 7.0288 | 145,623 |
| USD:HKD | 13,467 | 7.7836 | 423,267 |
| SGD:USD | 54 | 0.7779 | 1,288 |
| USD:VND | 1,413 | 26,192.0000 | 44,425 |
| Financial liabilities | |||
| Monetary items | |||
| USD:NTD | $ 47,270 | 31.4300 | $ 1,485,696 |
| RMB:NTD | 15,091 | 4.4716 | 67,481 |
| JPY:NTD | 31,417 | 0.2008 | 6,309 |
| USD:RMB | 2,464 | 7.0288 | 77,443 |
| USD:HKD | 2,005 | 7.7836 | 63,017 |
| SGD:USD | 592 | 0.7779 | 14,124 |
| EUR:USD | 5,700 | 1.1740 | 210,337 |
| December 31, 2024 | |||
| Foreign currency amount (In thousands) | Exchange rate | Book value (NTD) | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | $ 72,282 | 32.7850 | $ 2,369,765 |
| RMB:NTD | 70,623 | 4.4780 | 316,250 |
| HKD:NTD | 3,540 | 4.2220 | 14,946 |
| EUR:NTD | 166 | 34.1400 | 5,667 |
D. The total exchange gain, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2025 and 2024, amounted to $54,947 and $261,647, respectively.
E. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| Year ended December 31, 2025 | |||
|---|---|---|---|
| Sensitivity analysis | |||
| Degree of variation | Effect on profit or loss before tax | Effect on other comprehensive income | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | 1% | $ 18,103 | $ - |
| RMB:NTD | 1% | 5,641 | - |
| JPY:NTD | 1% | 31 | - |
| HKD:NTD | 1% | 331 | - |
| EUR:NTD | 1% | 67 | - |
| HKD:RMB | 1% | 124 | - |
| USD:RMB | 1% | 1,456 | - |
| USD:HKD | 1% | 4,233 | - |
| SGD:USD | 1% | 13 | - |
| USD:VND | 1% | 444 | - |
| Financial liabilities | |||
| Monetary items | |||
| USD:NTD | 1% | $ 14,857 | $ - |
| RMB:NTD | 1% | 675 | - |
| JPY:NTD | 1% | 63 | - |
| USD:RMB | 1% | 774 | - |
| USD:HKD | 1% | 630 | - |
| SGD:USD | 1% | 141 | - |
| EUR:USD | 1% | 2,103 | - |
Year ended December 31, 2024
| Sensitivity analysis | |||
|---|---|---|---|
| Degree of variation | Effect on profit or loss before tax | Effect on other comprehensive income | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | 1% | $ 23,698 | $ - |
| RMB:NTD | 1% | 3,162 | - |
| HKD:NTD | 1% | 149 | - |
| EUR:NTD | 1% | 57 | - |
| HKD:RMB | 1% | 130 | - |
| USD:RMB | 1% | 5,698 | - |
| Financial liabilities | |||
| Monetary items | |||
| USD:NTD | 1% | $ 8,211 | $ - |
| RMB:NTD | 1% | 315 | - |
| USD:RMB | 1% | 970 | - |
| USD:HKD | 1% | 284 | - |
| JPY:NTD | 1% | 95 | - |
Price risk
i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
ii. The Group’s investments in equity securities comprise shares issued by listed and unlisted companies at home and abroad. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, profit net of tax for the years ended December 31, 2025 and 2024 would have increased/decreased by $6 and $33, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. And other components of equity would have increased/decreased by $22,729 and $35,812, respectively, as a result of other comprehensive income on equity investment classified at fair value through other comprehensive income.
Cash flow and fair value interest rate risk
i. The Group’s main interest rate risk arises from short-term borrowings and long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. During the years ended December 31, 2025 and 2024, the Group’s borrowings were denominated in the NTD and USD.
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ii. If the borrowing interest rate had increased/decreased by 0.1% with all other variables held constant, profit, net of tax for the years ended December 31, 2025 and 2024 would have increased/decreased by $35,605 and $29,151, respectively. The main factor is that changes in interest expense result in floating-rate borrowings.
(b) Credit risk
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.
ii. The Group manages their credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
iii. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
iv. The default occurs when the contract payments are past due over 90 days.
v. The Group classifies customers’ accounts receivable and contract assets in accordance with default situation. The Group applies the simplified approach using provision matrix to estimate expected credit loss under the provision matrix basis.
vi. The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2025 and 2024, the provision matrix is as follows:
| Expected loss rate | Total book value | Loss allowance | |
|---|---|---|---|
| December 31, 2025 | |||
| Not past due | 0.02%~20.46% | $ 1,403,413 | $ 13,332 |
| Up to 30 days past due | 0.02%~59.31% | 156,940 | 8,701 |
| 31~90 days past due | 0.02%~71.53% | 4,479 | 896 |
| 91~180 days past due | 100% | - | - |
| Over 181 days past due | 100% | 4,016 | 4,016 |
| $ 1,568,848 | $ 26,945 |
| Expected loss rate | Total book value | Loss allowance | |
|---|---|---|---|
| December 31, 2024 | |||
| Not past due | 0.01%~4.54% | $ 1,471,913 | $ 442 |
| Up to 30 days past due | 0.03%~21.84% | 163,391 | 20,341 |
| 31~90 days past due | 0.22%~66.59% | 7,049 | 1,410 |
| 91~180 days past due | 28.19%~100% | 393 | 393 |
| Over 181 days past due | 100% | 1,684 | 1,684 |
| $ 1,644,430 | $ 24,270 |
vii. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable and contract assets are as follows:
| 2025 | |
|---|---|
| Accounts receivable | |
| At January 1 | $ 24,270 |
| Provision for impairment | 2,675 |
| At December 31 | $ 26,945 |
| 2024 | |
| Accounts receivable | |
| At January 1 | $ 23,635 |
| Provision for impairment | 679 |
| Reversal of impairment loss | ( 44) |
| At December 31 | $ 24,270 |
(c) Liquidity risk
The table below analyses the Group's non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Non-derivative financial liabilities
| December 31, 2025 | Less than 1 year | Between 2 and 5 years | Over 5 years |
|---|---|---|---|
| Short-term borrowings | $ 12,218,336 | $ - | $ - |
| Short-term notes and bills payable | 4,922,400 | - | - |
| Notes payable | 137 | - | - |
| Accounts payable | 6,339,356 | - | - |
| (including related parties) | |||
| Other payables | 1,982,214 | - | - |
| (including related parties) | |||
| Lease liability | 154,671 | 370,794 | 608,976 |
| Bonds payable | 2,031,800 | - | - |
| Long-term borrowings | 17,758,845 | 10,376,516 | 346,605 |
| (including current portion) |
Non-derivative financial liabilities
| December 31, 2024 | Less than 1 year | Between 2 and 5 years | Over 5 years |
|---|---|---|---|
| Short-term borrowings | $ 5,613,961 | $ - | $ - |
| Short-term notes and bills payable | 4,523,200 | - | - |
| Notes payable | 8,102 | - | - |
| Accounts payable | |||
| (including related parties) | 4,025,052 | - | - |
| Other payables | |||
| (including related parties) | 1,419,918 | - | - |
| Lease liability | 161,353 | 464,397 | 1,933,079 |
| Bonds payable | - | 2,031,800 | - |
| Long-term borrowings | |||
| (including current portion) | 1,079,021 | 26,302,506 | 33,597 |
(3) Fair value information
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. An active market refers to a market in which transactions for an asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group's investment in listed stocks is included in Level 1.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group's investment in unlisted stocks is included in Level 3.
B. Fair value information of investment property at cost is provided in Note 6(12).
C. Financial instruments not measured at fair value
(a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable and other payables are approximate to their fair values.
| December 31, 2025 | ||||
|---|---|---|---|---|
| Book value | Fair value | |||
| Level 1 | Level 2 | Level 3 | ||
| Financial liabilities: | ||||
| Bonds payable | $ 2,028,284 | $ - | $ 2,003,761 | $ - |
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December 31, 2024
| Book value | Fair value | |||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||
| Financial liabilities: | ||||
| Bonds payable | $ 1,976,525 | $ - | $ 1,966,376 | $ - |
(b) The methods and assumptions of fair value estimate are as follows:
Bonds payable is measured at present value, which is calculated based on the cash flow expected to be paid and discounted using a market rate prevailing at balance sheet date.
D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2025 and 2024 are as follows:
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Recurring fair value measurements | ||||
| Financial assets at fair value through profit or loss | ||||
| Equity securities | $ 739 | $ - | $ - | $ 739 |
| Financial assets at fair value through other comprehensive income | ||||
| Equity securities | 2,180,480 | - | 660,702 | 2,841,182 |
| Embedded derivatives | ||||
| Put options of convertible bonds | - | - | - | - |
| $2,181,219 | $ - | $ 660,702 | $2,841,921 | |
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||
| Recurring fair value measurements | ||||
| Financial assets at fair value through profit or loss | ||||
| Equity securities | $ 1,433 | $ - | $ - | $ 1,433 |
| Financial assets at fair value through other comprehensive income | ||||
| Equity securities | 3,964,041 | - | 512,405 | 4,476,446 |
| Embedded derivatives | ||||
| Put options of convertible bonds | - | 2,641 | - | 2,641 |
| $3,965,474 | $ 2,641 | $ 512,405 | $4,480,520 |
E. The methods and assumptions the Group used to measure fair value are as follows:
(a) The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
| Market quoted price | Listed shares
Closing price |
| --- | --- |
(b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.
(c) When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
(d) The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.
(e) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group's financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group's management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. Price information and parameters used in valuation was carefully assessed and was adjusted according to current market conditions.
(f) The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group's credit quality.
F. For the years ended December 31, 2025 and 2024, there was no transfer between Level 1 and Level 2.
G. The following chart is the movement of Level 3 for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| At January 1 | $ 512,405 | $ 439,724 |
| Purchase | 102,733 | - |
| Transfer in | - | 45,780 |
| Gain recognised in other comprehensive income | 45,672 | 24,325 |
| Effect of exchange rate changes | (108) | 2,576 |
| At December 31 | $ 660,702 | $ 512,405 |
H. For the years ended December 31, 2025 and 2024, information on transfers into Level 3 is provided in Note 6(3).
I. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.
J. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Fair value at December 31, 2025 | Valuation technique | Significant unobservable input | Range (weighted average) | Relationship of inputs to fair value | |
|---|---|---|---|---|---|
| Non-derivative equity instrument: | |||||
| Unlisted shares | $ 135,671 | Market comparable companies | Discount for lack of marketability | 20%~50% | The higher the discount for lack of marketability, the lower the fair value Not applicable |
| 525,031 | Net asset value | Not applicable | – | ||
| Fair value at December 31, 2024 | Valuation technique | Significant unobservable input | Range (weighted average) | Relationship of inputs to fair value | |
| Non-derivative equity instrument: | |||||
| Unlisted shares | $ 46,452 | Market comparable companies | Discount for lack of marketability | 21.27%~50% | The higher the discount for lack of marketability, the lower the fair value Not applicable |
| 465,953 | Net asset value | Not applicable | – |
K. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Recognised in profit or loss | Recognised in other comprehensive income | |||||
| Input | Change | Favourable change | Unfavourable change | Favourable change | Unfavourable change | |
| Financial assets | ||||||
| Equity instrument | Discount for lack of marketability | ±5% | $ - | $ - | $ 6,784 | ($ 6,784) |
| December 31, 2024 | ||||||
| Recognised in profit or loss | Recognised in other comprehensive income | |||||
| Input | Change | Favourable change | Unfavourable change | Favourable change | Unfavourable change | |
| Financial assets | ||||||
| Equity instrument | Discount for lack of marketability | ±5% | $ - | $ - | $ 2,322 | ($ 2,322) |
13. Supplementary Disclosures
(1) Significant transactions information
A. Loans to others: Please refer to table 1.
B. Provision of endorsements and guarantees to others: Please refer to table 2.
C. Holding of significant marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
D. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.
E. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
F. Significant inter-company transactions during the reporting periods: Please refer to table 6.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 7.
(3) Information on investments in Mainland China
A. Basic information: Please refer to table 8.
B. Significant transactions conducted with investors in Mainland China directly or indirectly through other companies in the third areas:
Significant transactions with Mainland China invested companies directly or indirectly through third-party territories and their prices, payment terms, and unrealized gains/losses: please refer to Note 13(1)F for details on significant transactions between the Company and its subsidiaries with Mainland China invested companies for the year ended December 31, 2025.
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~138~
14. Segment Information
(1) General information
The Group has classified the reportable operating segments based on product types. The Company’s operations and segmentation are both developed according to the product types. The current main product types are: 3C component, systems and peripheral products, 3C product retail and others.
(2) Measurement of segment information
The Board of Directors assesses the performance of the operating segments based on the operating income (loss).
(3) Information about segment profit or loss, assets and liabilities
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
Year ended December 31, 2025
| Systems and peripheral products department | 3C product retail department | 3C component department | Energy service management | Adjustment and elimination | Total | |
|---|---|---|---|---|---|---|
| Revenue from external customer | $ 4,768,191 | $ 1,726,801 | $ 268,822 | $ 26,057,104 | $ - | $ 32,820,918 |
| Inter-segment revenue | - | 10 | - | 7,000 | ( 7,010) | - |
| Segment Revenue | $ 4,768,191 | $ 1,726,811 | $ 268,822 | $ 26,064,104 | ($ 7,010) | $ 32,820,918 |
| Segment income (loss) | $ 863,412 | $ 37,483 | ($ 174,637) | ($ 18,320,678) | ($ 40,629) | ($ 17,635,049) |
| Year ended December 31, 2024 | ||||||
| Systems and peripheral products department | 3C product retail department | 3C component department | Energy service management | Adjustment and elimination | Total | |
| Revenue from external customer | $ 5,469,124 | $ 1,590,877 | $ 199,142 | $ 19,644,719 | $ - | $ 26,903,862 |
| Inter-segment revenue | - | - | - | 8 | ( 8) | - |
| Segment Revenue | $ 5,469,124 | $ 1,590,877 | $ 199,142 | $ 19,644,727 | ($ 8) | $ 26,903,862 |
| Segment income (loss) | $ 889,371 | ($ 31,698) | ($ 233,042) | $ 1,161,391 | ($ 52,567) | $ 1,733,455 |
(4) Reconciliation for segment income (loss)
The external revenue and segment net income reported to the chief operating decision-maker are measured in a manner consistent with revenue and profit (loss) before tax in the financial statements. Therefore, no reconciliation was needed.
A reconciliation of reportable segment net income to the income before tax from continuing operations for the years ended December 31, 2025 and 2024 is provided as follows:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Reportable segments (loss) income | ($ 17,635,049) | $ 1,733,455 |
| Unrealised financial instrument (loss) gains | ||
| Non-operating income and expenses, net | ( 1,235,043) | 216,932 |
| (Loss) income before tax from continuing | ($ 18,870,092) | $ 1,950,387 |
(5) Geographical information
Geographical information for the years ended December 31, 2025 and 2024 is as follows:
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenue | Non-current assets | Revenue | Non-current assets | |
| Taiwan | $26,167,762 | $10,473,106 | $19,670,039 | $15,693,220 |
| Hong Kong | 1,921,287 | 316,057 | 1,805,798 | 344,099 |
| China | 1,492,659 | 1,315,422 | 1,743,758 | 1,169,414 |
| USA | 700,043 | - | 797,781 | - |
| Others | 2,539,167 | 11,600,267 | 2,886,486 | 71,981 |
| $32,820,918 | $23,704,852 | $26,903,862 | $17,278,714 |
(6) Major customer information
Major customer information of the Group for the years ended December 31, 2025 and 2024 is as follows:
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenue | Segment | Revenue | Segment | |
| J Company | $ 23,077,207 | Energy service management | $16,528,678 | Energy service management |
FIT HOLDING CO., LTD.
Loans to others
Year ended December 31, 2025
Expressed in thousands of NTD
(Except as otherwise indicated)
Table 1
| No. | Creditor | Borrower | General ledger account | Is a related party | Maximum outstanding balance during the year ended December 31, 2025 | Balance at December 31, 2025 | Actual amount drawn down | Interest rate | Nature of loan (Note 1) | Amount of transactions with the borrower | Reason for short-term financing | Allowance for doubtful accounts | Collateral | Limit on loans granted to a single party (Note 2) | Ceiling on total loans granted | Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Foxlink Image Technology Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | Other receivables | Y | $ 182,920 | $ 178,864 | $ 178,864 | 3.00% | 2 | - | Operations | - | - | $ 1,189,338 | $ 1,189,338 | |
| 2 | Glorytek (Suzhou) Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | Other receivables - related parties | Y | 228,650 | 223,580 | 159,189 | 3.00% | 2 | - | Operations | - | - | 392,925 | 392,925 | |
| 3 | Power Quotient Technology (YANCHENG) Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | Other receivables | Y | 228,650 | 223,580 | 223,580 | 3.00% | 2 | - | Group capital movement | - | - | 751,628 | 751,628 | |
| 3 | Power Quotient Technology (YANCHENG) Co., Ltd. | Glory Optics (Yancheng) Co., Ltd. | Other receivables | Y | 352,121 | 344,313 | 344,313 | 3.00% | 2 | - | Group capital movement | - | - | 751,628 | 751,628 | |
| 4 | Dong Guan HanYang Computer Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | Other receivables | Y | 114,325 | 22,358 | - | 3.45% | 2 | - | Operations | - | - | 404,242 | 404,242 | |
| 4 | Dong Guan HanYang Computer Co., Ltd. | Glory Optics (Yancheng) Co., Ltd. | Other receivables | Y | 112,650 | - | - | 3.45% | 2 | - | Operations | - | - | 404,242 | 404,242 | |
| 5 | Shinfox Energy Co., Ltd. | Shinfox Far East Company Pte. Ltd. | Other receivables - related parties | Y | 2,000,000 | 2,000,000 | 2,000,000 | 1.98% | 2 | - | Group capital movement | - | - | 561,058 | 561,058 | Note 3 |
| 5 | Shinfox Energy Co., Ltd. | Shinfox Far East (Taiwan) Company Pty Ltd. | Other receivables - related parties | Y | 450,000 | 450,000 | 450,000 | 2.97% | 2 | - | Group capital movement | - | - | 561,058 | 561,058 | Note 3 |
| 6 | Foxwell Energy Corporation Ltd. | Shinfox Far East Company Pte. Ltd. | Other receivables - related parties | Y | 8,916,117 | 8,916,117 | 8,916,117 | - | 2 | - | Group capital movement | - | - | 3,065,965 | 3,065,965 | Note 3 |
| 7 | Synergy Co., Ltd. | Xinwei Power Corporation Ltd. | Other receivables - related parties | Y | 10,000 | 10,000 | 10,000 | 3.50% | 2 | - | Group capital movement | - | - | 636,625 | 636,625 | |
| 8 | Shinfox Natural Gas Co., Ltd. | Shinfox Far East Company Pte. Ltd. | Other receivables - related parties | Y | 48,119 | 48,119 | 48,119 | 2.97% | 2 | - | Group capital movement | - | - | 129,096 | 129,096 |
Note 1: Fill in the nature of the loan as follows:
(1) Business transaction is labelled as "1".
(2) Short-term financing is labelled as "2".
Note 2: The Company's and its subsidiaries' limits on loans to singal party and total loans are calculated based on the Company's and its subsidiaries' "Procedures for Provision of Loans".
(a) Total limit on loans granted to the companies having business relationship with the Company is $40\%$ of the Company's net assets, limit on loans granted to a single party is $150\%$ of the amount of business transactions between the creditor and borrower in the current year; the amount of business transactions means the higher between sales and purchases.
(b) Limit on total loans to parties with short-term financing is $40\%$ of the Company's net assets; but limit on loans to a single party is $30\%$ of the Company's net assets.
(c) Ceiling on total loans granted between foreign companies whose voting shares are $100\%$ held by the Company directly or indirectly, or on loans granted to the Company by such foreign companies is $100\%$ of their net asset value. The total amount of loans granted to a single company should not exceed $100\%$ of the net assets. Financing period shall not be more than 3 years.
(d) Among the Company and the parent company or subsidiaries, or loans between the Company's subsidiaries, excluding the loans to others qualifying the abovementioned condition, (c), the authorised limit on the Company's or the Company's subsidiaries' loans to a singal party shall be lower than $10\%$ of the company's net assets based on the company's latest financial statements.
(e) Limit on total loans and individual limit on loans to others of the Company's subsidiaries are both under $40\%$ of the Company's net assets.
Note 3 : The applicable limits have been exceeded; the Company's sub-subsidiary, Shinfox Energy have, in accordance with the Procedures for Provision of Loans, formulated an improvement plan and intend to submit the plan to the Board of Directors.
FIT HOLDING CO., LTD.
Provision of endorsements and guarantees to others
Year ended December 31, 2025
Table 2
Expressed in thousands of NTD
(Except as otherwise indicated)
| Number | Endorser/guarantor | Party being endorsed/guaranteed | Limit on endorsements/guarantees provided for a single party (Note 2) | Maximum outstanding endorsement/guarantee amount as of December 31, 2025 | Outstanding endorsement/guarantee amount at December 31, 2025 | Actual amount drawn down | Amount of endorsements/guarantees secured with collateral | Ratio of accumulated endorsement/guarantee amount to net asset value of the endorser/guarantor company | Ceiling on total amount of endorsements/guarantees provided | Provision of endorsements/guarantees by parent company to subsidiary | Provision of endorsements/guarantees by subsidiary to parent company | Provision of endorsements/guarantees to the party in Mainland China | Footnote | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/guarantor (Note 1) | |||||||||||||
| 0 | FIT Holding Co., Ltd. | Power Quotient International Co., Ltd. | 2 | $ 19,891,434 | $ 2,960,000 | $ 2,760,000 | $ 2,260,000 | $ - | 83.25 | $ 19,891,434 | Y | N | N | |
| 0 | FIT Holding Co., Ltd. | Glory Science Co., Ltd. | 2 | 19,891,434 | 1,410,000 | 1,310,000 | 904,000 | - | 39.51 | 19,891,434 | Y | N | N | |
| 0 | FIT Holding Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | 2 | 19,891,434 | 137,190 | - | - | - | - | 19,891,434 | Y | N | Y | |
| 1 | Foxlink Image Technology Co., Ltd. | Power Quotient International Co., Ltd. | 4 | 17,840,082 | 740,000 | 200,000 | 25,000 | - | 6.03 | 17,840,082 | N | N | N | |
| 1 | Foxlink Image Technology Co., Ltd. | Glory Science Co., Ltd. | 4 | 17,840,082 | 440,000 | - | - | - | - | 17,840,082 | N | N | N | |
| 2 | Shinfox Energy Co. Ltd. | Foxwell Energy Corporation Ltd. | 2 | 8,415,870 | 27,325,000 | 19,960,786 | 11,550,718 | - | 602.09 | 8,415,870 | N | N | N | Note 3 |
| 2 | Shinfox Energy Co. Ltd. | Kunshan Jiuwei Info Tech Co., Ltd. | 2 | 8,415,870 | 68,595 | 67,074 | 50,207 | - | 2.02 | 8,415,870 | N | N | Y | |
| 2 | Shinfox Energy Co. Ltd. | Youde Wind Power Co., Ltd | 2 | 7,854,812 | 700,000 | 700,000 | 560,000 | - | 21.11 | 8,415,870 | N | N | N | |
| 2 | Shinfox Energy Co. Ltd. | SFE Developer Company Corporation | 2 | 7,854,812 | 4,980,750 | 4,714,500 | 4,714,500 | - | 142.21 | 8,415,870 | N | N | N | |
| 2 | Shinfox Energy Co. Ltd. | Shinfox Far East Company Pte.Ltd. | 2 | 7,854,812 | 6,374,587 | 5,870,122 | 5,870,122 | - | 177.06 | 8,415,870 | N | N | N | |
| 2 | Shinfox Energy Co. Ltd. | Shinfox Far East (Taiwan) Company Pty Ltd. | 2 | 7,854,812 | 1,830,000 | 1,420,000 | 920,000 | - | 42.83 | 8,415,870 | N | N | N |
Table 2 Page 1
| Number | Endorser/ guarantor | Party being endorsed/guaranteed | Limit on endorsements/ guarantees provided for a single party (Note 2) | Maximum outstanding endorsement/ guarantee amount as of December 31, 2025 | Outstanding endorsement/ guarantee amount at December 31, 2025 | Actual amount drawn down | Amount of endorsements/ guarantees secured with collateral | Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company | Ceiling on total amount of endorsements/ guarantees provided | Provision of endorsements/ guarantees by parent company to subsidiary | Provision of endorsements/ guarantees by subsidiary to parent company | Provision of endorsements/ guarantees to the party in Mainland China | Footnote | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 1) | |||||||||||||
| 2 | Shinfox Energy Co. Ltd. | Changpin Wind Power Ltd. | 6 | 7,854,812 | 370,000 | 370,000 | 370,000 | - | 11.16 | 8,415,870 | N | N | N | |
| 3 | Smart Power System Co. Ltd. | BL ANAKJE SOLAR PTY LTD | 6 | 321,071 | 40,541 | 40,541 | 40,541 | - | 1.22 | 642,142 | N | N | N |
Note 1: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:
(1) Having business relationship.
(2) The endorser/guarantor parent company owns directly and indirectly more than $50\%$ voting shares of the endorsed/guaranteed subsidiary.
(3) The endorsed/guaranteed company owns directly and indirectly more than $50\%$ voting shares of the endorser/guarantor parent company.
(4) The endorser/guarantor parent company owns directly and indirectly more than $90\%$ voting shares of the endorsed/guaranteed company.
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
(7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.
Note 2: Total limit or limit on loans to a singal party of the Company's and subsidiaries is calculated in accordance with the Company's "Procedures for Provision of Endorsements and Guarantees".
(1) Limit on total endorsements is $600\%$ of the Company's net asset.
(2) Limit on endorsements to a single party is $600\%$ of the Company's net asset.
(3) Limit on total endorsements granted by the Company and its subsidiaries is $600\%$ of the Company's net asset.
(4) Total limit on the Company's and its subsidiaries endorsement/guarantee to a singal party is $600\%$ of the Company's net assets and to the subsidiaries that the Company owned more than $90\%$ (included) voting shares is $600\%$ of the Company's net assets.
(5) For business transaction with the Company, the guarantee amount should not exceed $150\%$ of the amount of business transaction, which is the higher between sales and purchases.
(6) The companies whose voting rights are $90\%$ owned directly and indirectly by the Company can provide endorsement/guarantee each other with a limit of $10\%$ of the Company's net assets, but not available for the companies whose voting rights are $100\%$ owned directly and indirectly by the Company.
(7) The Company's subsidiary who prepared to provide endorsement/guarantee to others due to business transaction shall implement in accordance with the Company's procedures, and the calculation of the Company's net assets shall use the subsidiary's net assets.
(8) For subsidiaries whose shares are $90\%$ or above held by Shinfox Energy, the ceiling on the total amount of endorsements and guarantees provided by Shinfox Energy is $600\%$ of the Company's net asset value; the limit on endorsements and guarantees provided by Shinfox Energy for a single party other than the foregoing is $560\%$ of the Company's net asset value.
(9) For subsidiaries whose shares are $90\%$ or above held by Foxwell Energy, ceiling on total amount of endorsements and guarantees provided by the Company is $150\%$ of the Company's net asset value; limit on endorsements and guarantees provided by the Company for a single party is $140\%$ of the Company's net asset value.
(10) Smart Power System Co. Ltd.'s endorsements and guarantees to others and subsidiaries should not exceed $100\%$ of Smart Power System Co. Ltd.'s net asset value in the latest financial statements.
Note 3 : The applicable limits have been exceeded; the Company and its subsidiaries have, in accordance with the procedures for endorsements and guarantees, formulated an improvement plan and intend to submit the plan to the Board of Directors.
FIT HOLDING CO., LTD.
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
Year ended December 31, 2025
Table 3
| Securities held by | Marketable securities | Relationship with the securities issuer | General ledger account | As of December 31, 2025 | Footnote | |||
|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) | Book value | Ownership (%) | Fair value | |||||
| FIT Holding Co., Ltd. | LeadsunFox Greenergy Investment Co., Ltd. | Not applicable | Financial assets at fair value through other comprehensive income-non-current | 23,843 | $ 210,529 | 12.00 | $ 210,529 | Not pledged as collateral |
| Foxlink Image Technology Co., Ltd. | Taiwan Mobile Co., Ltd. | Not applicable | Financial assets at fair value through other comprehensive income-non-current | 1,631 | 176,909 | 0.04 | 176,909 | Not pledged as collateral |
| Foxlink Image Technology Co., Ltd. | Central Motion Picture Corporation | Investee of the Company's parent company which is accounted for using equity method | Financial assets at fair value through other comprehensive income-non-current | 4,294 | 225,393 | 4.00 | 225,393 | Not pledged as collateral |
| Foxlink Image Technology Co., Ltd. | Cheng Uei Precision Industry Co., Ltd. | The Company's parent company | Financial assets at fair value through other comprehensive income-non-current | 49,503 | 1,826,661 | 9.66 | 1,826,661 | Not pledged as collateral |
| Power Quotient International Co., Ltd. | Taiwan Mobile Co., Ltd. | Not applicable | Financial assets at fair value through other comprehensive income-non-current | 1,631 | 176,909 | 0.04 | 176,909 | Not pledged as collateral |
| Shinfox Co., Ltd. | SEC INTERNATIONAL INC. | Not applicable | Financial assets at fair value through other comprehensive income-non-current | - | 135,000 | 20.07 | 135,000 | Not pledged as collateral |
Note: The above disclosure standard is the carrying amount that reaches $100,000.
FIT HOLDING CO., LTD.
Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more
For the year ended December 31, 2025
Expressed in thousands of NTD
(Except as otherwise indicated)
Table 4
| Purchaser/seller | Counterparty | Relationship with the counterparty | Transaction | Differences in transaction terms compared to third party transactions | Notes/accounts receivable (payable) | Footnote | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) | Amount | Percentage of total purchases (sales) | Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) | ||||
| Foxlink Image Technology Co., Ltd. | Wei Hai Fu Kang Electric Co., Ltd. | Affiliate | Purchases | $ 980,789 | 25.36% | Flexible collection, depending on the capital requirement | Mutual agreement | None | $ (454,193) ( | 40.62%) | Note 5 |
| Shinfox Energy Co. Ltd. | Changpin Wind Power Ltd. | Joint venture | Sales | ( 659,660) ( | 50.81%) | Note 1 | Note 1 | Note 1 | 2,415 | 0.04% | Note 3 - Note 5 |
| Shinfox Energy Co. Ltd. | Youde Wind Power Co., Ltd. | Affiliate | Sales | ( 431,172) ( | 33.21%) | Note 1 | Note 1 | Note 1 | - | - | Note 4 - Note 5 |
| Foxwell Energy Corporation Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | Affiliate | Purchases | 10,009,964 | 42.34% | Note 2 | Note 2 | Note 2 | ( 154,526) ( | 8.17%) | Note 5 |
| Foxwell Power Co., Ltd. | Billion Sun Energy Storage Technologies Inc. | Affiliate | Sales | ( 2,723,061) ( | 58.54%) | Note 2 | Note 2 | Note 2 | 571,500 | 57.00% | Note 5 |
| SHINFOX FAR EAST COMPANY PTE. LTD. | SFE Hercules Company Corporation. | Affiliate | Purchases | 1,061,103 | 6.49% | Note 2 | Note 2 | Note 2 | ( 543,786) ( | 14.86%) | Note 5 |
| SHINFOX FAR EAST COMPANY PTE. LTD. | SFE Developer Company Corporation | Affiliate | Purchases | 1,272,836 | 7.78% | Note 2 | Note 2 | Note 2 | ( 819,893) ( | 22.40%) | Note 5 |
Note 1: Please refer to Note 7(2) A. for the details.
Note 2: Transactions between subsidiaries are conducted at prices and with payment terms that are in line with market conditions or agreed upon with general customers.
Note 3 : Changpin Wind Power Ltd. has unfinished construction amounting to $744,824 with the Company's sub-subsidiary, Shinfox Energy.
Note 4 : Youde Wind Power Co., Ltd. has unfinished construction amounting to $375,000 with the Company's sub-subsidiary, Shinfox Energy.
Note 5 : The relative related party in the same transaction will not be disclosed separately.
Table 4 Page 1
FIT HOLDING CO., LTD.
Receivables from related parties reaching $100 million or 20% of paid-in capital or more
Year ended December 31, 2025
Expressed in thousands of NTD
(Except as otherwise indicated)
Table 5
| Creditor | Counterparty | Relationship with the counterparty | Balance as at December 31, 2025 | Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date | Allowance for doubtful accounts | |
|---|---|---|---|---|---|---|---|---|
| Maximum outstanding balance during the year ended December 31, 2025 | Balance at December 31, 2025 | |||||||
| FIT Holding Co., Ltd. | Foxlink Image Technology Co., Ltd. | Subsidiary | $ 135,258 | Note 1 | $ - | - | $ - | $ - |
| Foxlink Image Technology Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | Affiliate | 178,864 | Note 1 | - | - | - | - |
| Glorytek (Suzhou) Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | Affiliate | 178,057 | Note 1 | - | - | - | - |
| Dongguan Fu Wei Electronics Co., Ltd. | Foxlink Image Technology Co., Ltd. | Affiliate | 616,304 | 1.01 | - | - | 47,155 | - |
| Wei Hai Fu Kang Electric Co., Ltd. | Foxlink Image Technology Co., Ltd. | Affiliate | 454,193 | 2.93 | - | - | 145,284 | - |
| Dong Guan Fu Zhang Precision Industry | Foxlink Image Technology Co., Ltd. | Affiliate | 103,518 | 1.76 | - | - | 18,095 | - |
| Power Quotient Technology | Glory Optics (Yancheng) Co., Ltd. | Affiliate | 344,313 | Note 1 | - | - | - | - |
| Power Quotient Technology | Glorytek (Yancheng) Co., Ltd. | Affiliate | 223,580 | Note 1 | - | - | - | - |
| Shinfox Energy Co., Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | Affiliate | 2,004,882 | Note 1 | - | Overdue receivables from related parties are expected to be recovered gradually in 2026. | - | - |
| Shinfox Energy Co., Ltd. | SHINFOX FAR EAST (TAIWAN) COMPANY PTY LTD | Affiliate | 450,000 | Note 1 | - | Overdue receivables from related parties are expected to be recovered gradually in 2026. | - | - |
| Foxwell Energy Corporation Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | Affiliate | 8,916,117 | Note 1 | - | Overdue receivables from related parties are expected to be recovered gradually in 2026. | - | - |
| Foxwell Power Co., Ltd. | Billion Sun Energy Storage Technologies Inc. | Affiliate | 571,500 | 9.53 | - | Not applicable | - | - |
| SHINFOX FAR EAST COMPANY PTE. LTD. | Foxwell Energy Corporation Ltd. | Affiliate | 154,526 | 0.06 | - | Overdue receivables from related parties are expected to be recovered gradually in 2026. | - | - |
| SFE Hercules Company Corporation. | SHINFOX FAR EAST COMPANY PTE. LTD. | Affiliate | 543,786 | 168.52 | - | Overdue receivables from related parties are expected to be recovered gradually in 2026. | - | - |
| SFE Developer Company Corporation | SHINFOX FAR EAST COMPANY PTE. LTD. | Affiliate | 819,893 | 307.73 | - | Overdue receivables from related parties are expected to be recovered gradually in 2026. | - | - |
Note 1 : The turnover rate was not applicable as the receivables were recorded as other receivables.
FIT HOLDING CO., LTD.
Significant inter-company transactions during the reporting period
For the year ended December 31, 2025
Expressed in thousands of NTD
(Except as otherwise indicated)
Table 6
| Number (Note 1) | Company name | Counterparty | Relationship (Note 2) | Transaction | |||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) | ||||
| 0 | FIT Holding Co., Ltd. | Foxlink Image Technology Co., Ltd. | 1 | Other receivables | $ 135,258 | Based on the Company's policies | 0% |
| 1 | Foxlink Image Technology Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | 3 | Other receivables | 178,864 | Based on the Company's policies | 0% |
| 2 | Glorytek (Suzhou) Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | 3 | Other receivables | 178,057 | Based on the Company's policies | 0% |
| 3 | Dongguan Fu Wei Electronics Co., Ltd. | Foxlink Image Technology Co., Ltd. | 3 | Accounts receivable | 616,304 | Flexible collection, depending on the capital requirement | 1% |
| 3 | Dongguan Fu Wei Electronics Co., Ltd. | Foxlink Image Technology Co., Ltd. | 3 | Processing fees revenue | 587,693 | Flexible collection, depending on the capital requirement | 2% |
| 4 | Wei Hai Fu Kang Electric Co., Ltd. | Foxlink Image Technology Co., Ltd. | 3 | Accounts receivable | 454,193 | Flexible collection, depending on the capital requirement | 1% |
| 4 | Wei Hai Fu Kang Electric Co., Ltd. | Foxlink Image Technology Co., Ltd. | 3 | Sales revenue | 980,789 | Flexible collection, depending on the capital requirement | 3% |
| 5 | Dong Guan Fu Zhang Precision Industry Co., Ltd. | Foxlink Image Technology Co., Ltd. | 3 | Accounts receivable | 103,518 | Flexible collection, depending on the capital requirement | 0% |
| 5 | Dong Guan Fu Zhang Precision Industry Co., Ltd. | Foxlink Image Technology Co., Ltd. | 3 | Processing fees revenue | 167,610 | Flexible collection, depending on the capital requirement | 1% |
| 6 | Power Quotient Technology (YANCHENG) Co., Ltd. | Glory Optics (Yancheng) Co., Ltd. | 3 | Other receivables | 344,313 | Based on the Company's policies | 1% |
| 6 | Power Quotient Technology (YANCHENG) Co., Ltd. | Glorytek (Yancheng) Co., Ltd. | 3 | Other receivables | 223,580 | Based on the Company's policies | 0% |
| 7 | Shinfox Energy Co., Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | 3 | Other receivables | 2,004,882 | Transaction terms are based on the mutual agreement | 3% |
Table 6 Page 1
Transaction
| Number (Note 1) | Company name | Counterparty | Relationship (Note 2) | General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
|---|---|---|---|---|---|---|---|
| 7 | Shinfox Energy Co., Ltd. | SHINFOX FAR EAST (TAIWAN) COMPANY PTY LTD | 3 | Other receivables | 450,000 | Transaction terms are based on the mutual agreement | 1% |
| 7 | Shinfox Energy Co., Ltd. | Youde Wind Power Co., Ltd | 3 | Technical services revenue | 431,172 | Sales price are approximate to normal clients | 1% |
| 8 | Foxwell Energy Corporation Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | 3 | Cost of engineering sales | 10,009,964 | Purchase price are approximate to normal suppliers | 16% |
| 8 | Foxwell Energy Corporation Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | 3 | Accounts payable | 154,526 | Transaction terms are based on the mutual agreement | 0% |
| 8 | Foxwell Energy Corporation Ltd. | SHINFOX FAR EAST COMPANY PTE. LTD. | 3 | Other receivables | 8,916,117 | The collections depend on the financial situation after offsetting the receivables against the payables | 14% |
| 9 | Foxwell Power Co., Ltd. | Billion Sun Energy Storage Technologies Inc. | 3 | Construction Revenue | 2,723,061 | Sales price are approximate to normal clients | 4% |
| 9 | Foxwell Power Co., Ltd. | Billion Sun Energy Storage Technologies Inc. | 3 | Accounts receivable | 571,500 | Transaction terms are based on the mutual agreement | 2% |
| 9 | Foxwell Power Co., Ltd. | Billion Sun Energy Storage Technologies Inc. | 3 | contract asset | 1,063,061 | Transaction terms are based on the mutual agreement | 2% |
| 10 | SHINFOX FAR EAST COMPANY PTE. LTD. | SFE Hercules Company Corporation. | 3 | Accounts payable | 543,786 | Transaction terms are based on the mutual agreement | 1% |
| 10 | SHINFOX FAR EAST COMPANY PTE. LTD. | SFE Developer Company Corporation | 3 | Accounts payable | 819,893 | Transaction terms are based on the mutual agreement | 1% |
| 10 | SHINFOX FAR EAST COMPANY PTE. LTD. | Shinfox Far East (Taiwan) Company Pty Ltd | 3 | Guarantee deposits received | 1,303,652 | Transaction terms are based on the mutual agreement | 2% |
| Transaction | |||||||
|---|---|---|---|---|---|---|---|
| Number (Note 1) | Company name | Counterparty | Relationship (Note 2) | General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
| 10 | SHINFOX FAR EAST COMPANY PTE. LTD. | SFE Hercules Company Corporation. | 3 | Cost of engineering sales | 1,061,103 | Transaction terms are based on the mutual agreement | 3% |
| 10 | SHINFOX FAR EAST COMPANY PTE. LTD. | SFE Developer Company Corporation | 3 | Cost of engineering sales | 1,272,836 | Transaction terms are based on the mutual agreement | 4% |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
(1) Parent company is '0'.
(2) The subsidiaries are numbered in order starting from '1'.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to.
(1) Parent company to subsidiary.
(2)Subsidiary to parent company.
(3)Subsidiary to subsidiary.
Note 3: Percentage of total consolidated revenues or total assets is calculated using the total consolidated assets at the end of the year when the subject of transaction is an asset/liability, and is calculated by total consolidated revenues during the year when the subject of transaction is a revenue/expense.
Note 4: The inter-company transactions not exceeding $0.1 million are not disclosed. In addition, counterparty related parties' transactions are not disclosed.
FIT HOLDING CO., LTD.
Information on investees
For the year ended December 31, 2025
Table 7
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2025 | Net profit (loss) of the investee for the year ended December 31, 2025 | Investment income (loss) recognized by the Company for the year ended December 31, 2025 | Footnote | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2025 | Balance as at December 31, 2024 | Number of shares | Ownership (%) | Book value | |||||||
| FIT Holding Co., Ltd. | Glory Science Co., Ltd. | Taiwan | Manufacture and sales of optical instruments | $ 2,814,868 | $ 2,814,868 | 35,000,001 | 100.00 | $ 466,873 | $ 221,245 | $ 221,245 | |
| FIT Holding Co., Ltd. | Foxlink Image Technology Co., Ltd. | Taiwan | Manufacture of image scanners and multifunction printers | 3,011,140 | 3,011,140 | 164,993,974 | 100.00 | 3,378,613 | ( 25,879) | ( 32,216) | |
| FIT Holding Co., Ltd. | Power Quotient International Co., Ltd. | Taiwan | Manufacture and sales of telecommunication electronic components | 3,372,180 | 3,372,180 | 444,690,529 | 100.00 | 682,417 | ( 5,929,367) | ( 5,930,137) | |
| FIT Holding Co., Ltd. | Shih Fong Power Co., Ltd. | Taiwan | Hydroelectricity generation | 300,000 | 300,000 | 37,500,000 | 16.30 | 390,663 | 6,350 | 1,035 | |
| FIT Holding Co., Ltd. | Synergy Co., Ltd. | Taiwan | Energy service management | 36,760 | 36,760 | 3,676,000 | 2.30 | 36,772 | 9,172 | 169 | |
| Foxlink Image Technology Co., Ltd. | ACCU-IMAGE TECHNOLOGY LIMITED | British Virgin Islands | Manufacture of image scanners and multifunction printers | 1,357,049 | 1,357,049 | 20,241,034 | 100.00 | 3,497,250 | 509,486 | - | |
| Foxlink Image Technology Co., Ltd. | Shih Fong Power Co., Ltd. | Taiwan | Hydroelectricity generation | 957,600 | 957,600 | 79,800,000 | 34.70 | 962,812 | 6,350 | - | |
| Foxlink Image Technology Co., Ltd. | Shinfox Energy Co., Ltd. | Taiwan | Energy service management | 1,466,522 | - | 18,331,519 | 6.67 | 403,034 | ( 15,941,683) | - | |
| ACCU-IMAGE TECHNOLOGY LIMITED | POWER CHANNEL LIMITED | Hong Kong | Holding and reinvesting businesses | 134,835 | 134,835 | 3,575 | 35.75 | 1,292,832 | 784,338 | - | |
| Glory Science Co., Ltd. | GLORY TEK (BVI) CO., LTD. | British Virgin Islands | General investments business | 1,492,919 | 1,492,919 | 47,499,819 | 100.00 | 606,682 | 621,795 | - | |
| GLORY TEK (BVI) CO., LTD. | GLORY TEK (SAMOA) CO., LTD. | Samoa | General investments business | 1,001,065 | 1,001,065 | 31,850,628 | 100.00 | 665,724 | 235,576 | - | |
| GLORY TEK (BVI) CO., LTD. | GLORY OPTICS (BVI) CO., LTD. | British Virgin Islands | Trading | 502,880 | 502,880 | 16,000,000 | 100.00 | ( 123,184) | 386,510 | - | |
| GLORY TEK (BVI) CO., LTD. | GLORYTEK SCIENCE INDIA PRIVATE LIMITED | India | Trading and manufacturing | 105,789 | 105,789 | 21,773,105 | 99.27 | 75,529 | ( 289) | - |
Table 7 Page 1
Initial investment amount
Shares held as at December 31, 2025
| Investor | Investor | Location | Main business activities | Balance as at December 31, 2025 | Balance as at December 31, 2024 | Number of shares | Ownership (%) | Book value | Net profit (loss) of the investee for the year ended December 31, 2025 | Investment income (loss) recognized by the Company for the year ended December 31, 2025 | Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| GLORYTEK SCIENCE INDIA PRIVATE LIMITED | TEGNA ELECTRONICS PRIVATE LIMITED | India | Trading and manufacturing | 10,488 | 10,488 | 3,001,000 | 10.00 | 12,415 | 1,775 | - | |
| Power Quotient International Co., Ltd. | Power Quotient International (H.K.) Co., Ltd. | Hong Kong | Sales of electronic telecommunication components | 428,432 | 428,432 | 106,100,000 | 100.00 | 751,847 | 11,157 | - | |
| Power Quotient International Co., Ltd. | PQI JAPAN CO., LTD | Japan | Sales of electronic telecommunication components | 2,008 | 2,008 | 24,300 | 100.00 | 2,154 | - | - | |
| Power Quotient International Co., Ltd. | SYSCOM DEVELOPMENT CO., LTD | British Virgin Islands | Specialised investments holding | 341,423 | 341,423 | 10,862,980 | 100.00 | 78,309 | (347) | - | |
| Power Quotient International Co., Ltd. | Apix LIMITED | British Virgin Islands | Specialised investments holding | 3,252,037 | 3,252,037 | 12,501 | 100.00 | 910,342 | 53,879 | - | |
| Power Quotient International Co., Ltd. | Shinfox Energy Co., Ltd. | Taiwan | Energy service management | 3,646,600 | 3,646,600 | 102,951,145 | 37.49 | 525,852 | (15,941,683) | - | |
| Shinfox Energy Co., Ltd. | Foxwell Energy Corporation Ltd. | Taiwan | Energy service management | 11,533,000 | 8,233,000 | 1,374,500,000 | 100.00 | 7,615,076 | (6,353,620) | - | |
| Shinfox Energy Co., Ltd. | Shinfox Natural Gas Co., Ltd. | Taiwan | Energy service management | 360,000 | 360,000 | 36,000,000 | 80.00 | 258,191 | (23,208) | - | |
| Shinfox Energy Co., Ltd. | Foxwell Power Co., Ltd. | Taiwan | Energy service management | 546,585 | 656,590 | 36,439,000 | 49.36 | 1,281,462 | 450,199 | - | |
| Shinfox Energy Co., Ltd. | Jiuwei Power Co., Ltd. | Taiwan | NG-fueled Power Generation Business | 200,000 | 1,100,000 | 20,000,000 | 100.00 | 50,138 | (130,097) | - | |
| Shinfox Energy Co., Ltd. | Yuanshan Forest Natural Resources Co., Ltd. | Taiwan | Energy technical services | 100,000 | 100,000 | 10,000,000 | 100.00 | 66,464 | (18,590) | - | |
| Shinfox Energy Co., Ltd. | Elegant Energy TECH Co., Ltd. | Taiwan | Afforestation | 200,000 | 200,000 | 500,000 | 100.00 | 219 | (2,217) | - | |
| Shinfox Energy Co., Ltd. | Changpin Wind Power Ltd. | Taiwan | Electric power generation | 370,000 | 270,000 | 37,000,000 | 50.00 | 281,893 | 4,536 | - | |
| Shinfox Energy Co., Ltd. | Guanwei Power Co., Ltd. | Taiwan | Electric power generation | 35,700 | 35,700 | 3,570,000 | 51.00 | 34,965 | (516) | - | |
| Shinfox Energy Co., Ltd. | Shinfox Far East Company Pte., Ltd. | Singapore | Maritime engineering related business | 1,684,648 | 1,684,648 | 53,600,000 | 67.00 | (7,868,684) | (11,776,527) | - | |
| Shinfox Energy Co., Ltd. | Junwei Power Co., Ltd. | Taiwan | Electric power generation | 22,000 | 22,000 | 2,200,000 | 100.00 | 18,106 | (263) | - | |
| Shinfox Energy Co., Ltd. | Eastern Rainbow Green Energy Environmental Technolov Co., Ltd. | Taiwan | Afforestation | 218,020 | 218,020 | 19,820,000 | 56.63 | 134,019 | (33,477) | - | |
| Shinfox Energy Co., Ltd. | UbiLink AI Co., Ltd. | Taiwan | Computer software services | 26,400 | 10,000 | 2,640,000 | 13.20 | (22,336) | (359,765) | - | |
| Shinfox Energy Co., Ltd. | Youde Wind Power Co., Ltd | Taiwan | Electric power generation | 491,000 | 491,000 | 49,100,000 | 70.04 | 474,200 | (23,753) | - | |
| Shinfox Energy Co., Ltd. | Fox Nam Energy Co., LTD. | Vietnam | Electric power generation | 110,005 | 110,005 | - | 100.00 | 106,991 | 1,079 | - |
Table 7 Page 2
Initial investment amount
Shares held as at December 31, 2025
| Investor | Investee | Location | Main business activities | Balance as at December 31, 2025 | Balance as at December 31, 2024 | Number of shares | Ownership (%) | Book value | Net profit (loss) of the investee for the year ended December 31, 2025 | Investment income (loss) recognized by the Company for the year ended December 31, 2025 | Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shinfox Energy Co., Ltd. | DakPsi Investment and Develop Hydroelectric Joint Stock Comms | Vietnam | Electric power generation | 631,127 | 631,127 | 14,645,245 | 35.00 | 675,446 | 111,259 | - | |
| Shinfox Energy Co., Ltd. | Senergy Co., Ltd. | Taiwan | Energy service management | 800,010 | - | 80,001,000 | 50.00 | 621,657 | 9,172 | - | |
| Foxwell Energy Corporation Ltd. | Xinwei Power Co., Ltd. | Taiwan | Electric power generation | - | 37,300 | - | 0.00 | - | 4,682 | - | |
| Foxwell Energy Corporation Ltd. | Youde Wind Power Co., Ltd | Taiwan | Electric power generation | 210,000 | 210,000 | 21,000,000 | 29.96 | 202,815 | (23,753) | - | |
| Foxwell Power Co., Ltd. | Foxwell Certification Co., Ltd. | Taiwan | Afforestation | 28,650 | 28,650 | 2,865,000 | 95.50 | 13,190 | (1,100) | - | |
| Foxwell Power Co., Ltd. | Cheng Shin Digital Co., Ltd. | Taiwan | Afforestation | 48,436 | 48,436 | 4,844,000 | 49.00 | 35,224 | 840 | - | |
| Foxwell Power Co., Ltd. | Billion Sun Energy Storage Technologies I | Taiwan | Afforestation | 369,215 | - | 39,240,000 | 30.00 | 129,550 | 24 | - | |
| Foxwell Power Co., Ltd. | Huijie Energy Co., Ltd. | Taiwan | Afforestation | 500 | - | 50,000 | 100.00 | 499 | - | - | |
| Foxwell Power Co., Ltd. | Smart Power System Ltd | Taiwan | Afforestation | 696,171 | - | 8,160,000 | 51.00 | 609,645 | 35,439 | - | |
| Smart Power System | Hongju Energy Co., Ltd. | Taiwan | Energy storage site development industry | 3,900 | 3,900 | 679,000 | 30.00 | 7,199 | (417) | - | |
| Smart Power System | Smart Technology Co., Ltd. | Taiwan | Overseas energy storage market development | 12,500 | 12,500 | 1,250,000 | 40.00 | 4,052 | (13,838) | - | |
| Smart Power System | Billion Power Technologies INC. | Taiwan | Electrical equipment inspection and maintenance industry | - | 4,900 | - | - | - | 4,289 | - | |
| Smart Power System | Zhixin Energy Co., Ltd | Taiwan | Energy storage and management services | 6,010 | 1,000 | 601,000 | 100.00 | 8,298 | 2,200 | - | |
| Smart Power System | Smart Power System Australia Pty Ltd | Australia | Afforestation | 13,390 | - | 700,000 | 100.00 | 14,271 | (417) | - | |
| Eastern Rainbow Green Energy Environmental Technology Co., Ltd. | Eastern Rainbow Environmental Technology Co., Ltd. | Taiwan | Afforestation | 2,500 | 2,500 | 250,000 | 100.00 | 781 | (29) | - | |
| Synergy Co., Ltd. | Xinwei Power Co., Ltd. | Taiwan | Electric power generation | 44,151 | - | 3,730,000 | 100.00 | 43,751 | 4,682 | - | |
| Synergy Co., Ltd. | Billion Sun Energy Storage Technologies I | Taiwan | Afforestation | 523,200 | - | 64,000,000 | 40.00 | 513,936 | 24 | - | |
| Shinfox Far East Company Pte., Ltd. | SFE Hercules Company Corporation. | Panama | Maritime engineering related business | 5,281,500 | 5,281,500 | 200 | 100.00 | 5,321,896 | 289,512 | - | |
| Shinfox Far East Company Pte., Ltd. | Shinfox Far East (Taiwan) Company Pty Ltd. | Taiwan | Maritime engineering related business | 30,000 | 30,000 | 3,000,000 | 100.00 | 24,458 | (53,003) | - | |
| Shinfox Far East Company Pte., Ltd. | SFE Developer Company Corporation | Panama | Maritime engineering related business | 1,677,444 | 3 | 300 | 100.00 | 1,355,248 | (319,629) | - |
Table 7 Page 3
| Investor | Investee | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2025 | Investment income (loss) recognized by the Company for the year ended December 31, 2025 | Footnote | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2025 | Balance as at December 31, 2024 | Number of shares | Ownership (%) | Book value | ||||||
| SYSCOM DEVELOPMENT CO., LTD. | Foxlink Powerbank International Technology Private Limited | India | Sales of electronic telecommunication components | 105,698 | 105,698 | 21,790,000 | 99.27 | 75,537 (357) | - | |
| Apix LIMITED | Sinocity Industries Co., Ltd. | Hong Kong | Sales of electronic product | 2,725,650 | 2,725,650 | 6,000,000 | 100.00 | 658,771 | 41,875 | - |
| Apix LIMITED | Perennial Ace Limited | British | Specialised investments holding | 669,459 | 669,459 | Shares yet to be issued. | 100.00 | 251,419 | 12,003 | - |
| Sinocity Industries Co., Ltd. | DG LIFESTYLE STORE LIMITED | Macaa | Sales of electronic product | - | 392 | - | - | - | 146 | - Note 1 |
| Perennial Ace Limited | Studio A Technology Limited | Hong Kong | Sales of electronic product | 4,998 | 4,998 | 1,225,000 | 24.50 | 111,623 | 48,992 | - |
| Foxlink Powerbank International Technology Private Limited | TEGNA ELECTRONICS PRIVATE LIMITED | India | Trading and manufacturing | 10,490 | 10,490 | 3,001,000 | 10.00 | 12,415 | 1,774 | - |
Note 1: DG LIFESTYLE STORE LIMITED completed liquidation in the fourth quarter of 2025.
FIT HOLDING CO., LTD.
Information on investments in Mainland China
For the year ended December 31, 2025
Table 8
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method | Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2025 | Amount remitted from Taiwan to Mainland China / Amount remitted back to Taiwan for the year ended December 31, 2025 | Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2025 | Net income of investee for the year ended December 31, 2025 | Ownership held by the Company (direct or indirect) | Investment income (loss) recognized by the Company for the year ended December 31, 2025 | Book value of investments in Mainland China as of December 31, 2025 | Accumulated amount of investment income remitted back to Taiwan as of December 31, 2025 | Footnote | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China | Remitted back to Taiwan | ||||||||||||
| Dong Guan Han Yang Computer Limited | Manufacture of image scanners and multifunction printers and investment in scanners | $ 192,201 | Note 2 | $ 192,201 | $ - | $ - | $ 192,201 | $ 28,485 | 100 | $ 28,485 | $ 404,242 | $ - | |
| Sharetronic Data Technology Co., Ltd. | Manufacture and sales of mobile phone, LCD TV Connector and electronic components | 1,547,714 | Note 2 | 134,835 | - | - | 134,835 | 5,006,355 | 5.95 | 280,401 | 1,166,123 | - | |
| Dong Guan Fu Zhang Precision Industry Co., Ltd. | Mould development and moulding tool manufacture | 254,968 | Note 2 | 187,495 | - | - | 187,495 | 19,948 | 100 | 19,948 | 154,315 | - | |
| Wei Hai Fu Kang Electric Co., Ltd. | Manufacture and sale of parts and moulds of photocopiers and scanners | 785,750 | Note 2 | 377,160 | - | - | 377,160 | 154,960 | 100 | 154,960 | 1,047,557 | - | |
| Dongguan Fu Wei Electronics Co., Ltd. | Manufacture and sales of image scanners, multifunction and printers and its accessories | 188,580 | Note 2 | 166,841 | - | - | 166,841 | 26,041 | 100 | 26,041 | 675,434 | - | |
| Glorytek (Suzhou) Co., Ltd. | Trading and manufacturing | 440,020 | Note 2 | 429,027 | - | - | 429,027 | 126,914 | 100 | 126,914 | 392,925 | - | |
| Glorytek (Yancheng) Co., Ltd. | Trading and manufacturing | 282,870 | Note 2 | 282,870 | - | - | 282,870 | 437,128 | 100 | 437,128 | (358,916) | - | |
| Yancheng Yao Wei Technology Co., Ltd | Trading and manufacturing | 44,716 | Note 3 | - | - | - | - | 31 | 100 | 31 | 86,708 | - | |
| Glory Optics (Yancheng) Co., Ltd. | Trading and manufacturing | 1,181,464 | Note 4 | 559,454 | - | - | 559,454 | 232,085 | 100 | 232,085 | 582,653 | - | |
| Power Quotient Technology (YANCHENG) Co., Ltd. | Manufacture and sales of electronic components | 628,600 | Note 2 | Note 5 | - | - | - | 11,240 | 100 | 11,240 | 751,628 | - | |
| PQI (Xuzhou) New Energy Co., Ltd. | Manufacture and sales of electronic components | - | Note 3 | Note 6 | - | - | - | 16 | - | 16 | - | - | Note 7 |
| Kunshan Jiuwei Info Tech Co., Ltd. | Supply chain finance energy service management | 31,431 | Note 1 | 1,572 | 1,572 | - | 3,144 | 613 | 100 | 613 | 36,541 | - | |
| KunShan Eastern Rainbow Environmental Equipment Co., Ltd. | Energy technical services | 22,358 | Note 1 | 22,358 | - | - | 22,358 | (6,574) | 100 | (6,574) | 16,220 | - | |
| Chengdu Xinliwei Energy Co., Ltd. | Electric power supply | 125,720 | Note 1 | 125,720 | - | 125,720 | (1,012) | 100 | (1,012) | 125,969 | - |
Note 1: Directly go to the Mainland China for investment.
Note 2: Through investing in an existing company in the third area, which then invested in the investee in Mainland China.
Note 3: As the investment is invested through an existing company in Mainland China, which then invested in the investee.
Note 4: An investee established in the third area and an reinvestee in Mainland China invested by an investee in Mainland China.
Note 5: The capital of an indirect investment of PQI, Power Quotient Technology (YANCHENG) Co., Ltd., was remitted by the financing from the investee in the third party.
Note 6: The capital of an indirect investment of PQI (Xuzhou) New Energy Co., Ltd., was remitted by a capital from Power Quotient Technology (YANCHENG) Co., Ltd.
Note 7: PQI (Xuzhou) New Energy Co., Ltd. completed liquidation in the third quarter of 2025.
| Company name | Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2025 | Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) | Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
|---|---|---|---|
| Foxlink Image Technology Co., Ltd. | $ 1,071,191 | $ 1,552,399 | $ 1,784,008 |
| Glory Science Co., Ltd. | 1,271,351 | 1,271,351 | 280,456 |
| Power Quotient International Co., Ltd. | - | 685,017 | 31,848 |
| Shinfox Energy Co., Ltd. | 128,864 | 128,864 | 841,587 |
| Eastern Rainbow Green Energy Environmental Technology Co., Ltd. | 22,358 | 22,358 | 131,911 |