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FWP — Audit Report / Information 2025
May 4, 2026
52682_rns_2026-05-04_eaec8fed-43e0-4ee0-b0b5-d357607ea7db.pdf
Audit Report / Information
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FOXWELL POWER 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.
~1~
FOXWELL POWER 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 ~ 82 |
| (1) History and Organisation |
19 | |
| (2) The Date of Authorisation for Issuance of the Financial Statements |
19 | |
| and Procedures for Authorisation | ||
| (3) Application of New Standards, Amendments and Interpretations |
19 ~ 21 | |
| (4) Summary of Material Accounting Policies |
21 ~ 33 | |
| (5) Critical Accounting Judgements, Estimates and Key Sources of |
34 | |
| Assumption Uncertainty |
~2~
Contents Page
| (6) | Details of Significant Accounts | 34 ~ 63 |
|---|---|---|
| (7) | Related Party Transactions | 64 ~ 70 |
| (8) | Pledged Assets | 71 |
| (9) | Significant Contingent Liabilities and Unrecognised Contract | 71 ~ 72 |
| Commitments | ||
| (10) | Significant Disaster Loss | 72 |
| (11) | Significant Events after the Balance Sheet Date | 72 |
| (12) | Others | 72 ~ 80 |
| (13) | Supplementary Disclosures | 80 |
| (14) | Segment Information | 81 ~ 82 |
~3~
FOXWELL POWER CO., LTD.
Declaration of Consolidated Financial Statements of Affiliated Enterprises
For the year ended December 31, 2025, pursuant to “Criteria Governing Preparation of Affiliated 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,
FOXWELL POWER CO., LTD.
March 3, 2026
~4~
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR25000455
To the Board of Directors and Shareholders of Foxwell Power Co., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of Foxwell Power 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, 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 Standard, 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
~5~
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 consolidated 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 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(27) for accounting policy on construction contracts; Note 5 for the uncertainty of critical judgment, accounting estimates and assumptions applied to construction contracts and Note 6(20) for details of contract assets, contract liabilities and construction revenue, which amounted to NT$1,620,500 thousand, NT$19,911 thousand and NT$3,296,064 thousand, respectively, as of December 31, 2025.
The Group’s construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to 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 judgment 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 a key audit matter.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter on the stage of completion:
-
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.
-
Obtained information on projects with significant changes in the estimated total cost for the year, and reviewed the description of such changes, including the verification of supporting documents for the additional or less projects and significant construction costs for the year.
-
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.
-
Verified the proportion of actual cost to estimated total cost and compared it with the owner’s accepted completion progress to assess the reasonableness of the estimated total cost. If there was any difference, we obtained the management’s explanation and assessed the reasonableness.
-
Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the year with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
~7~
Business combination-acquisition of Smart Power System Co., Ltd.
Description
Foxwell Power Co., Ltd. (the “Company”) issued 3,328,571 ordinary shares on July 1, 2025 for the acquisition of shares of Smart Power System Co., Ltd. (“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, the Company 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. The aforementioned two transactions resulted in a total acquisition of 51% of Smart Power System’s shares. In addition, the Company obtained control over Smart Power System. Refer to Note 4(28) in the consolidated financial statements for accounting policies on the acquisition method on business combinations. The purchase price allocation was based on the management’s assessment. In addition, the management appointed external expert to prepare an assets appraisal report to measure fair values and allocate the purchase price to identifiable assets acquired and liabilities assumed in the business combination. Refer to Note 6(29) in the consolidated financial statements for the relevant information.
As the assumptions of the purchase price in the business combination involve estimates by management, and are significant to the financial statements, we consider the business combination a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter Business combination-acquisition of Smart Power System Co., Ltd.
Description
- Inquired with management for the procedures of the acquisition, including the motivation and purchase price as well as obtaining evaluation basis of the fair values of assets and liabilities, accounting policies and relevant internal control procedures. Additionally, reviewed the board of directors’ meeting minutes and the related documents and contracts referenced therein.
~8~
-
Assessed the qualification and independence of the external expert appointed by the management. Additionally, reviewed documents such as independent appraiser opinion and merger contract on the reasonableness of the swap ratio for share exchange to confirm the acquisition consideration.
-
Obtained an understanding of the basis and process used by management to estimate the purchase price allocation. Additionally, reviewed the reasonableness of original data, key assumption and the fair value adopted in the purchase price allocation report prepared by the external expert who was appointed by the Company.
-
Obtained the accounting entries of business combination and ensured the assets acquired and liabilities assumed in the business combination were recognised in accordance with the abovementioned assets appraisal report and the related information was fully disclosed in the notes to the financial statements.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of the Company as at and for the years ended December 31, 2025 and 2024.
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.
~9~
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:
- 1.Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
~10~
-
2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
3.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
-
5.Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
6.Obtain sufficient 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.
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.
~11~
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
[Chen, Chi-Tung ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 3, 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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FOXWELL POWER CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(1)(3) and 8 6(20) and 7 6(4) 6(4) 7 6(9) 6(6) and 7 6(5) 6(2) 6(1)(3) and 8 6(6) 6(7) and 8 6(8) and 7 6(10) 6(26) 7 and 8 6(9) |
December 31, 2025 AMOUNT % $573,9098129,45021,623,9552226,630-410,9756602,26883,009-7,923-164,175216,019-3,558,3134813,514-112,5972176,02522,344,93632325,5414576,4278655-5,985-270,70441,770-3,828,15452$7,386,467100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
AMOUNT$573,909129,4501,623,95526,630410,975602,2683,0097,923164,17516,0193,558,31313,514112,597176,0252,344,936325,541576,4276555,985270,7041,7703,828,154$7,386,467 |
AMOUNT$162,61628,501300,2869,013268,655108,9102,943216178,9004851,060,525-113,58333,9592,501,30989,44812,137565-84,9164,7792,840,696$3,901,221 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortised cost - current 1140 Current contract assets 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1197 Finance lease receivable, net 1200 Other receivables 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1535 Non-current financial assets at amortised cost 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1930 Long-term notes and accounts receivable 15XX Total non-current assets 1XXX Total assets |
418-73--4- |
|||
27 |
||||
-316421--2- |
||||
73 |
||||
100 |
(Continued)
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FOXWELL POWER CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2025 Notes AMOUNT % 6(11) $536,90076(12) 289,59346(20) and 7 42,87611,099,038157 21,071-6(13) and 7 198,8993161,40521,664-6(8) and 7 27,979-6(14) and 8 205,21434,462-2,589,101356(14) and 8 1,491,42620581-64,86416(8) and 7 302,575434,71211,894,158264,483,259616(17) 738,286106(18) 1,383,344186(19) 16,900-500,7287306-6(17) (95,624) (1)2,543,94034359,26852,903,208399 11 $7,386,467100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|
AMOUNT$126,466419,0272,675289,16452109,21320,4381,20510,112198,9642,7191,180,0351,616,6401,050282,33627,1551,727,1832,907,218600,000254,3358,407130,592--993,334669994,003$3,901,221 |
% | ||
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Lease liability - current 2320 Long-term liabilities-current portion 2399 Other current liabilities, others 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2550 Provisions for liabilities - non-current 2570 Deferred income tax liabilities 2580 Lease liability - non-current 2645 Guarantee deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest Treasury shares 3500 Treasury shares 31XX Equity attributable to owners of parent 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Siginificant events after the balance sheet date 3X2X Total liabilities and equity |
311-7-31--5- |
||
30 |
|||
42--21 |
|||
45 |
|||
75 |
|||
157-3-- |
|||
25 |
|||
- |
|||
25 |
|||
100 |
The accompanying notes are an integral part of these consolidated financial statements.
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FOXWELL POWER CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Year ended December 31, 2025 2024 Notes AMOUNT % AMOUNT % 6(20) and 7 $4,990,058100$1,886,5851006(21)(22) and 7 (3,777,864) (76) (1,588,609) (84)1,212,19424297,97616(255,902) (5)--956,29219297,976166(21)(22) and 7 (6,030)---(222,745) (5) (111,899) (6)(20,005)- (10,288) (1)12(2) (2,631)- (679)-(251,411) (5) (122,866) (7)704,88114175,11096(3) 5,924-1,976-6(23) 3,546-7,150-6(24) (10,745)- (9,034)-6(8)(25) and 7 (64,917) (1) (47,095) (2)6(6) (4,159)- (15,669) (1)(70,351) (1) (62,672) (3)634,53013112,43866(26) (180,191) (4) (27,884) (2)$454,3399$84,5544$600-$--$600-$--$454,9399$84,5544$449,8939$84,9294$4,446- ($375)-$450,1999$84,9294$4,740- ($375)-6(27) $6.34$1.426(27) $6.19$1.37 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealised profit from sales 5950 Net gross profit Operating expenses 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of (loss) profit of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences arising on translation of foreign operations 8300 Other comprehensive income,net 8500 Total comprehensive income for the year Profit (loss) attributable to: 8610 Shareholders of the parent 8620 Non-controlling interests Total comprehensive income (loss) attributable to: 8710 Shareholders of the parent 8720 Non-controlling interests Basic earnings per share (in dollars) 9750 Basic earnings per share Diluted earnings per share (in dollars) 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
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FOXWELL POWER CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| 2024 Balance at January 1 Profit (loss) for the year Other comprehensive income Total comprehensive income (loss) Appropriation and distribution of retained earnings: Cash dividends Legal reserve Compensation costs of employee stock options Subsidiaries’ cash capital increase Changes in ownership of subsidiaries Balance at December 31 2025 Balance at January 1 Profit for the year Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Cash dividends Legal reserve Compensation costs of employee stock options Cash capital increase Business combinations Cash dividends distributed to subsidiaries Acquisition of parent company’s share by subsidiaries recognised as treasury share Changes in net equity of associates and joint Loss of control in subsidiaries Balance at December 31 |
Notes | Equityattributable to | Equityattributable to | Equityattributable to | Equityattributable to | Equityattributable to | owners of theparen | t | Total | Non-controlling interests |
Total equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinaryshare | Capital Surplus | Others | Retained | earnings Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Treasuryshares | ||||||||||||||||
| Additional paid-in capital |
Treasury share transactions |
Changes in ownership interests in subsidiaries |
Changes in equity of associates and joint ventures accounted for using equity method |
Employee share options |
Legal reserve | |||||||||||||||||
6(19) 6(16) 6(28) 6(28) 6(19) 6(16) 6(17) 6(17)(29) 6(17) 6(16)(30) |
$600,000 - - - - - - - - $600,000 $600,000 - - - - - - 105,000 33,286 - - - - $738,286 |
$252,802 - - - --(2,047 ) -- $250,755 $250,755 - - - --325793,785312,885---16,196 $ 1,373,946 |
$- - - - - - - - - $- $- - - - - - - - - 878 - - - $878 |
$- - - - - - 410 - 325 $735 $735 - - - - - 2,876 - - - - - - $3,611 |
$---------$-$-----------406-$406 |
$- - - - - - 2,834 - - $2,834 $2,834 - - - - - 1,410 - - - - - - $4,244 |
$11 - - - - - - - - $11 $11 - - - - - 248 - - - - - - $259 |
$2,787----5,620---$8,407$8,407----8,493-------$16,900 |
$81,283 84,929 - 84,929 (30,000)(5,620)- - - $130,592 $130,592 449,893 - 449,893 (70,500)(8,493)- (764)- - - - - $500,728 |
$- - - - - - - - - $- $- - 306 306 - - - - - - - - - $306 |
$---------$-$----------(95,624)--($95,624) |
$936,883 84,929 - 84,929 (30,000)- 1,197 - 325 $993,334 $993,334 449,893 306 450,199 (70,500)- 4,859 898,021 346,171 878 (95,624) 406 16,196 $ 2,543,940 |
$- (375)- (375)- - 19 1,350 (325)$669 $669 4,446 294 4,740 - - 2,720 - 441,780 844 (91,874) 389 - $359,268 |
$936,88384,554-84,554(30,000)-1,2161,350-$994,003$994,003454,339600454,939(70,500)-7,579898,021787,9511,722(187,498)79516,196$ 2,903,208 |
The accompanying notes are an integral part of these consolidated financial statements.
~16~
FOXWELL POWER CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Expected credit loss Depreciation expense Amortisation charge Share of (gain) loss of associates and joint ventures accounted for using equity method Interest expense Interest income Warranty(reversal) expenses Share-based payments Sublease income from right-of-use asset Changes in operating assets and liabilities Changes in operating assets Contract assets Notes receivable Accounts receivable Accounts receivable due from related parties Lease receivable Other receivables Prepayments Other current assets Changes in operating liabilities Contract liabilities Notes payable Accounts payable Accounts payable to related parties Other payables Other current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Acquisition of investments accounted for using equity method Acquisition of financial assets measured at fair value through other comprehensive income Net cash flow used in purchase of equity interests in a subsidiary Net cash flow used in acquisition of equity interests in a subsidiary Acquisition of property, plant and equipment Capitalised interest payments Acquisition of intangible assets Increase in prepayments for business facilities Increase in refundable deposits Net cash flows used in investing activities |
Year ended December 31, Notes 2025 2024 $634,530 $112,43812(2) 2,6316796(7)(8)(21) 208,115157,8716(10)(21) 18,0014,5896(6) 260,06115,6696(25) 64,91747,095(5,924 ) (1,976 )6(21) (10 )1,1826(16) 7,5791,2166(8)(24) - (806 )(1,266,298 ) (198,015 )(17,617 )2,740(95,461 ) (131,133 )(493,358 ) (104,417 )2,9432,444(370 )15,90356,171 (32,329 )(7,258 )810,958 (5,063 )- (17,555 )803,912144,74521,01930(45,011 )12,695(5,552 ) 2,588 153,97830,5985,9241,9762,454-(61,386 ) (47,095 )(44,336 ) (19,141 )56,634 (33,662 )(99,963 ) (79,829 )6(6) (322,400 ) (47,946 )12(3) (13,514 )-6(29) 35,563-6(30) (43,366 )-6(30) (58,163 ) (311,677 )6(7)(30) - (14,881 )6(10) (1,381 )-(4,323 ) (28,095 )(112,901 ) (22,514 )(620,448 ) (504,942 ) |
|---|---|
(Continued)
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FOXWELL POWER CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term debt Repayments of short-term debt (Decrease) increase in short-term notes and bills payable Proceeds from long-term debt Repayments of long-term debt Repayments of principal of lease liabilities Decrease in deposits received Increase in non-controlling interests Distribution of cash dividends (net of dividends of treasury stocks received) Cash capital increase Net cash flows from financing activities Effect of change in exchange rates Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31, Notes 2025 2024 6(31) $761,900 $126,4666(31) (351,466 )-6(31) (129,434 )169,0846(31) 80,0002,423,5836(31) (198,964 ) (2,186,538 )6(31) (13,839 ) (8,522 )6(31) (3,580 ) (1,504 )6(28) -1,3506(19) (68,778 ) (30,000 )6(17) 898,021-973,860493,9191,247-411,293 (44,685 )162,616207,301$573,909 $162,616 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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FOXWELL POWER 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)
1. History and Organisation
Foxwell Power Co., Ltd. (the “Company”) was incorporated on June 28, 2019 under the provisions of the Company Act of the Republic of China (R.O.C.) and the Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in renewable energy power sales, energy conservation, energy storage system auxiliary services engineering and services. Shinfox Energy Co., Ltd. holds 49.36% equity interest in the Company, and it is the Company’s parent company. Cheng Uei Precision Industry Co., Ltd. is the Group’s ultimate parent company. The common shares of the Company have been listed on the Taiwan Stock Exchange since January 15, 2025.
- 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 3, 2026.
3. 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:
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IAS 21, ‘Lack of exchangeability’ January 1, 2025
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(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:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| follows: New Standards,InterpretationsandAmendments |
Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 9 and IFRS 7, ‘Amendments to the | January 1, 2026 |
| classification and measurement of financial instruments’ | |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature- | January 1, 2026 |
| dependent electricity’ | |
| 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 – | January 1, 2023 |
| comparative information’ | |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(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:
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by between an investor and its associate or joint venture’ 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 January 1, 2027 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 which has not yet been assessed, 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’
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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 managementdefined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
4. Summary of Material Accounting Policies
The principal accounting policies applied in the preparation of 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
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A. Except for financial assets at fair value through other comprehensive income. The consolidated financial statements have been prepared under the historical cost convention.
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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 judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
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A. Basis for preparation of consolidated financial statements:
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(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.
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(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.
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(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 noncontrolling interests having a deficit balance.
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(d) 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.
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(e) 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 According to IFRS Q&A amended by the competent authority on October 30, 2018. 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.
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B. Subsidiaries included in the consolidated financial statements:
| Name of investor Name ofsubsidiary The Company Foxwell Certification Co., Ltd. (Foxwell Certification) The Company Huijie Energy Co., Ltd. (Huijie Energy) The Company Smart Power System Co., Ltd. (Smart Power System) Smart Power System Zhixin Energy Co., Ltd. (Zhixin Energy) Smart Power System Smart Power System Australia Pty Ltd |
Main business activities |
December 31,2025 December 31,2024 95.50 95.50 100 - 51 - 100 - 100 - Ownership(%) |
Description Note 1 Note 2 Note 3 Note 4 Note 4 |
|
|---|---|---|---|---|
| December 31,2025 |
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| Energy technical services Energy technical services Energy technical services Energy storage equipment services and professional management services Energy technical services |
95.50 100 51 100 100 |
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Note 1: The Group’s 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, resulting in the shareholding ratio decreasing to 95.5%.
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Note 2: It was acquired in 2025. The project site had not yet been initiated at the acquisition date and did not meet the definition of a business combination. Therefore, it is not applicable under the Business Combination accounting treatment according to IFRS 3.2.
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Note 3: In July 2025, the Company acquired 51% equity interest of Smart Power System Co., Ltd. and obtained control over the entity, with the consideration of the Company’s common stock of 3,328,571 shares and $350,000.
Note 4: It was newly established or acquired through merger in 2025.
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C. Subsidiaries not included in the consolidated financial statements: None.
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D. Adjustments for subsidiaries with different balance sheet dates: None.
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E. Significant restrictions: None.
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F. Subsidiaries that have non-controlling interests that are material to the Group: None.
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(4) 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, which is the Company’s functional currency.
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A. Foreign currency transactions and balances
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(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.
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(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated 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.
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(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, nonmonetary 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.
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(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
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B. Translation of foreign operations
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The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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(a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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(b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
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(c) All resulting exchange differences are recognised in other comprehensive income.
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(5) Classification of current and non-current items
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; the other criteria for classifying between current and non-current are as follows:
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
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(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realised within twelve months from the balance sheet date;
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(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settled within the normal operating cycle;
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(b) Liabilities held mainly for trading purposes;
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(c) Liabilities that are to be settled within twelve months from the balance sheet date;
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(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.
(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 (time deposits with contractual period within three months).
(7) Financial assets at fair value through other comprehensive income
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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.
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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.
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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.
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(8) Financial assets at amortised cost
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A. Financial assets at amortised cost are those that meet all of the following criteria:
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(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
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(b) The assets’ contractual cash flows represent solely payments of principal and interest.
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B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
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C. The Group initially measures the financial assets at fair value and subsequently recognises the amortised interest income over the period of circulation using the effective interest method and the impairment loss. A gain or loss is recognised in profit or loss.
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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.
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(9) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
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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.
(10) Impairment of financial assets
- For financial assets at amortised cost and lease receivables, 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 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.
(11) Derecognition of financial assets
- The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (12) Leasing arrangements (lessor) lease receivables/ operating leases
- 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.
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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 gross 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’.
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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.
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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.
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(13) Investments accounted for using equity method - associates
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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.
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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 not recognise further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.
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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 recognizes the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.
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D. 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.
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E. 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.
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F. When the Group disposes its investment in an associate, if it 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.
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G. 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.
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(14) Property, plant and equipment
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A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
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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.
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C. 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.
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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 Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| are as follows: | |
|---|---|
| Machinery and equipment | 3~15years |
| Office equipment | 3~5years |
| Leasehold improvements | 3~7years |
| Other equipment | 1~3years |
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(15) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
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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 lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
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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:
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(a) Fixed payments, less any lease incentives receivable; and
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(b) Variable lease payments that depend on an index or a rate.
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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.
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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;
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(b)Any lease payments made at or before the commencement date;
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(c)Any initial direct costs incurred by the lessee; and
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(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.
(16) Intangible assets
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A. Patents and customer relationships
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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 11 to 18 years.
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B. Computer software
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Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 to 5 years.
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C. Goodwill
- Goodwill arises in a business combination accounted for by applying the acquisition method. Goodwill is recognised as the excess of the acquisition price plus the non-controlling-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets over the fair value of the identifiable net assets acquired. The amortisation duration of acquisition price may not exceed one year after the acquisition.
(17) Impairment of non-financial assets
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(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 recognizing 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.
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(b) The recoverable amounts of goodwill 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. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
(18) Borrowings
- Borrowings comprise short-term bank borrowings, short-term notes and bills payable and long-term 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.
(19) Notes and accounts payable
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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.
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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.
(20) Derecognition of financial liabilities
- A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
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(21) Provisions
Provisions for warranties 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, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
(22) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and are recognised as expenses in the period in which the employees render service.
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B. Pensions
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(A)Defined contribution plans
For the 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.
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(B)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.
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(C)Past service costs are recognised immediately in profit or loss.
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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.
- (23) 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 nonmarket 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.
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(24) Income taxes
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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.
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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.
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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 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 and associates, 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 deferred tax liability is settled.
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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.
(25) Share capital
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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.
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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.
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(26) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Company’s Board of Directors. Stock dividends are recorded as stock dividends to be distributed in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders and are reclassified to ordinary shares on the effective date of new shares issuance.
(27) Revenue recognition
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A. Construction contract revenue
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(a) The Group undertakes energy conservation construction and other constructions. 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.
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(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 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.
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B. Service revenue
The Group’s service revenue mainly arise from technical services, including operation and maintenance of energy storage projects, outsourced services and auxiliary services for energystorage systems. 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. Electricity sales revenue
Revenue arising from the electricity sales revenue 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.
~32~
(28) Business combinations
-
A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured at 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 acquisitionrelated 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. All other non-controlling interests should be measured at the acquisition-date fair value.
-
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.
(29) 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, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
~33~
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of 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. The related information is addressed below:
Critical accounting estimates and assumptions
The Group’s contract 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, the price fluctuations in the market, estimated subcontract charges and material and labor expenses, etc., which may affect the calculation of construction profit or loss. The transaction price of contract assets and unfulfilled obligations under the Company’s construction contracts is provided in Note 6(20).
6. Details of Significant Accounts
(1) Cash and cash equivalents
| tracts is provided in Note 6(20). tails of Significant Accounts Cash and cash equivalents |
|
|---|---|
| December 31, 2025 Cash on hand and revolving funds 230 $ Checking accounts and demand deposits 552,290 Time deposits 21,389 573,909 $ |
December 31, 2024 |
| 60 $ 162,556 - |
|
| 162,616 $ |
-
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 at December 31, 2025 and 2024, cash and cash equivalents amounting to $142,247 and $142,084, respectively, were restricted due to performance guarantee and impound account for construction and electricity sales cases, and were classified as financial assets at amortised cost.
-
(2) Financial assets at fair value through other comprehensive income (No such transaction as of December 31, 2024)
| December 31, 2024) | ||
|---|---|---|
| Non-current items: Equity intruments Unlisted stocks Valuation adjustment Total |
December31,2025 | |
| 13,514 $ - 13,514 $ |
~34~
-
A. The Group has elected to classify equity instruments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $13,514 as at December 31, 2025.
-
B. As at December 31, 2025, 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 fair value through other comprehensive income held by the Group was $13,514.
-
C. The Group has no financial assets at fair value through other comprehensive income pledged to others as collateral.
(3) Financial assets at amortised cost
| others as collateral. Financial assets at amortised cost |
||
|---|---|---|
| Items Current items: Time deposits maturing in excess of three months Restricted bank deposits Pledged time deposits Non-current items :Restricted bank deposits Pledged time deposits |
December31,2025 99,800 $ 982 28,668 129,450 $ 64,104 $ 48,493 112,597 $ |
December31,2024 |
| - $ - 28,501 |
||
| 28,501 $ |
||
| 66,058 $ 47,525 |
||
| 113,583 $ |
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| Interest income | 2025 2024 1,182 $ 586 $ Years endedDecember31, |
|---|---|
-
B. 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 $242,027 and $142,084, respectively.
-
C. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
-
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.
~35~
(4) Notes and accounts receivable (including related parties), net
| December | 31,2025 | December | 31,2024 | |||
|---|---|---|---|---|---|---|
| Notes receivable | $ | 26,630 |
$ | 9,013 |
||
| Accounts receivable | 316,456 | 254,390 | ||||
| Accounts receivable – related parties | 602,268 |
108,910 |
||||
| Construction receivable | 98,312 |
15,427 | ||||
| Less: Allowance for bad debts | ( | 3,793) |
( | 1,162) |
||
| $ | 1,039,873 | $ | 386,578 |
-
A. Details of the ageing analysis of accounts receivable are provided in Note 12(2) and the ageing of notes receivable are not overdue.
-
B. As of December 31, 2025 and 2024, notes receivable and accounts receivable (including long-term notes and accounts receivable and finance lease receivable) were all from contracts with customers. And as of January 1, 2024, the balance of receivables from contracts with customers amounted to $157,857.
-
C. The Group has no notes and accounts receivable pledged to others.
-
D. 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 (including long-term notes and accounts receivable and finance lease receivable) was $1,044,652 and $394,300, respectively.
-
E. The Group does not hold any collateral as security.
-
F. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2).
(5) Prepayments
| Prepayments | ||
|---|---|---|
| Prepayments for construction Prepaid consulting fees Excess business tax paid / overpaid VAT Others |
December31,2025 73,190 $ 67,020 6,486 17,479 164,175 $ |
December31,2024 |
| 134,427 $ - 30,489 13,984 |
||
| 178,900 $ |
(6) Investments accounted for using equity method
| Investee companies Associate Cheng Shin Digital CO., LTD. Billion Sun Energy Storage Technologies Inc. Hong Ju Energy Co., Ltd. Fujin Energy Technology Co., Ltd. |
Carryingamount Ownership (%) 35,224 $ 49% 129,550 30% 7,199 30% 4,052 40% 176,025 $ December31,2025 |
Carryingamount Ownership (%) 33,959 $ 49% - - - - - - 33,959 $ December31,2024 |
|---|---|---|
| Carryingamount 35,224 $ 129,550 7,199 4,052 176,025 $ |
Carryingamount 33,959 $ - - - 33,959 $ |
~36~
-
A. For the years ended December 31, 2025 and 2024, the share of profit of investments accounted for using the equity method amounted to $260,061and $15,669, respectively, which were valued based on the investees’ financial statements that were audited by the independent auditors for the corresponding periods.
-
B. On January 12, 2024 and May 21, 2024, the Group participated in the capital increase raised by Cheng Shin Digital Co., Ltd. in the amounts of $40,670 and $7,276, respectively. The shareholding ratio remains at 49% after the capital increase.
-
C. Associates
-
The carrying amount of the Group’s interests in all individually immaterial associates 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 associates amounted to $176,025 and $33,959, respectively.
-
(b)For the years ended December 31, 2025 and 2024, the Group’s share of the operating results in individually immaterial associates are as follows:
| individually immaterial associates are as follows: | ||
|---|---|---|
| Loss for the period from continuing operations Total comprehensive loss for the period |
2025 2024 260,061) $ 15,669) ($ 260,374) $ 15,669) ($ Years endedDecember31, |
|
| ( ( |
- D. The Group acquired 100% equity interest in Billion Sun Energy Storage Technologies Inc. (“Billion Sun Energy Storage”) in the amount of $46,815 on April 1, 2025. The project site had not yet been initiated at the acquisition date and did not meet the definition of a business combination. Therefore, it is not applicable under the Business Combination accounting treatment according to IFRS 3.2. On August 26, 2025, the Board of Directors resolved Billion Sun Energy Storage to increase capital by issuing 123,800 thousand new shares with the subscription price of NT$10 (in dollars) per share. The capital increase was set effective on September 12, 2025. The Company’s total consideration for share subscription amounted to $322,400. As the Company did not acquire shares proportionately to its equity interest, the shareholding ratio in the entity was decreased from 100% to 30%, and therefore the Company lost its control over the entity. Subsequently, the Company’s investments in the entity were shown as investments accounted for using equity method. Billion Sun Energy Storage Technologies Inc. increased its capital by issuing new shares, of which 40% of shares was held by Synergy Co., Ltd., which is the subsidiary of the Company’s parent company, Shinfox Energy Co., Ltd., and the shareholding ratio together with the Company was 70% in Billion Sun Energy Storage. Therefore, the transaction was considered as the reorganisation. This transaction resulted in an increase in the investments accounted for using the equity method by $322,400 and capital surplus by $16,196.
~37~
-
E. For the years ended December 31, 2025 and 2024, as the Company provided construction services to its investee, realised and unrealised profit (loss) arising from the downstream and upstream transactions amounting to ($255,048) and ($12,737), respectively, were eliminated and shown as deductions on “investments accounted for using the equity method”.
-
F. On July 27, 2025, the Board of Directors has resolved Fujin Energy Technology Co., Ltd to increase capital by issuing new shares. The capital increase was set effective on August 28, 2025. The Group’s shareholding ratio decreased by 10% due to not acquiring shares proportionately to its equity interest.
-
G. On December 10, 2025, Billion Power System Technologies INC. has been approved to dissolve, and the dissolution was registered by regulatory authority. The investment amount of $7,318 was recovered (shown as “other receivables”) and gain on disposal of investment of $44 was recognised.
(7) Property, plant and equipment
| At January 1, 2025 Cost Accumulated depreciation 2025 Opening net book amount as at January 1 Additions Acquired from business combinations Loss of control in subsidiaries Depreciation expense Closing net book amount as at December 31 At December 31, 2025 Cost Accumulated depreciation |
Machinery and equipment 2,669,243 $ 177,235) ( 2,492,008 $ 2,492,008 $ 2,520 3,571 - 191,086) ( 2,307,013 $ 2,676,058 $ 369,045) ( 2,307,013 $ |
Leasehold improvements 10,142 $ 1,899) ( 8,243 $ 8,243 $ - 488 - 2,504) ( 6,227 $ 10,630 $ 4,403) ( 6,227 $ |
Office equipment 1,712 $ 654) ( 1,058 $ 1,058 $ 158 1,464 - 703) ( 1,977 $ 4,274 $ 2,297) ( 1,977 $ |
Other Unfinished equipment construction Total - $ - $ 2,681,097 $ - - 179,788) ( - $ - $ 2,501,309 $ - $ - $ 2,501,309 $ 333 27,417 30,428 - 8,516 14,039 - 6,451) ( 6,451) ( 96) ( - 194,389) ( 237 $ 29,482 $ 2,344,936 $ 424 $ 29,482 $ 2,720,868 $ 187) ( - 375,932) ( 237 $ 29,482 $ 2,344,936 $ |
|---|---|---|---|---|
~38~
| Machinery Leasehold At January 1, 2024 and equipment improvements Cost 192,858 $ 2,110 $ Accumulated depreciation 29,210) ( 873) ( 163,648 $ 1,237 $ Opening net book amount as at January 1 163,648 $ 1,237 $ Additions 91 1,112 Reclassifications 2,476,294 7,000 Depreciation expense 148,025) ( 1,106) ( Closing net book amount as at December 31 2,492,008 $ 8,243 $ At December 31, 2024 Cost 2,669,243 $ 10,142 $ Accumulated depreciation 177,235) ( 1,899) ( 2,492,008 $ 8,243 $ |
Office Other Unfinished equipment equipment construction Total 1,522 $ 249 $ 2,168,949 $ 2,365,688 $ 167) ( 220) ( - 30,470) ( 1,355 $ 29 $ 2,168,949 $ 2,335,218 $ 1,355 $ 29 $ 2,168,949 $ 2,335,218 $ 190 - 284,874 286,267 - - 2,453,823) ( 29,471 487) ( 29) ( - 149,647) ( 1,058 $ - $ - $ 2,501,309 $ 1,712 $ - $ - $ 2,681,097 $ 654) ( - - 179,788) ( 1,058 $ - $ - $ 2,501,309 $ |
Office Other Unfinished equipment equipment construction Total 1,522 $ 249 $ 2,168,949 $ 2,365,688 $ 167) ( 220) ( - 30,470) ( 1,355 $ 29 $ 2,168,949 $ 2,335,218 $ 1,355 $ 29 $ 2,168,949 $ 2,335,218 $ 190 - 284,874 286,267 - - 2,453,823) ( 29,471 487) ( 29) ( - 149,647) ( 1,058 $ - $ - $ 2,501,309 $ 1,712 $ - $ - $ 2,681,097 $ 654) ( - - 179,788) ( 1,058 $ - $ - $ 2,501,309 $ |
|---|---|---|
| 2,501,309 $ |
- A.Amount of borrowing costs capitalised as part of property, plant and equipment and the range of the interest rates for such capitalisation are as follows:
| the interest rates for such capitalisation are as follows: | ||
|---|---|---|
| Amount capitalised Range of the interest rates for capitalisation |
2025 2024 - $ 14,881 $ - 1.6%~2.689% Years endedDecember31, |
|
| 14,881 $ 1.6%~2.689% |
-
B.Information about the Group’s property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
-
- -
(8) Lease transactions lessee
-
A. The Group leases various assets including land, buildings and business vehicles. Rental contracts are typically made for periods of 2 to 20 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.
~39~
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| December31,2025 | December31,2025 | December31,2024 | December31,2024 | |||
|---|---|---|---|---|---|---|
| Bookvalue | Bookvalue | |||||
| Land use right | $ | 297,962 |
$ | 71,708 |
||
| Buildings | 25,487 | 16,499 | ||||
| Transportation equipment | 1,927 | 1,241 | ||||
| Office equipment | 165 | - | ||||
| $ | 325,541 | $ | 89,448 | |||
| Years ended | December31, | |||||
| 2025 | 2024 | |||||
| Depreciationexpense | Depreciation expense | |||||
| Land use right | $ | 11,327 |
$ | 4,729 |
||
| Buildings | 7,916 | 4,072 |
||||
| Transportation equipment | 986 | 374 | ||||
| Office equipment | 94 | - | ||||
| Less: Capitalisation depreciation | ( | 6,597) |
( | 951) |
||
| $ | 13,726 | $ | 8,224 |
-
C.For the years ended December 31, 2025 and 2024, the additions to right-of-use assets were $16,958 and $9,470, respectively. In addition, the Group acquired 100% equity interest of Billion Sun Energy Storage and Huijie Energy in April 2025 and May 2025, respectively. The fair value of right-of-use assets and lease liabilities at the acquisition date was both $626,492. Billion Sun Energy Storage increased its capital by issuing new shares in September 2025. The Group did not acquire shares proportionally to its equity interest. As a result, the Group lost its control over the entity. The carrying amount of right-of-use assets and lease liabilities decreased to $375,282 and $379,814, respectively.
-
D.The Group acquired 51% equity interest of Smart Power System Co., Ltd. and obtained control over the entity in July 2025. The fair value of right-of-use assets and lease liabilities at the acquisition date was $1,877 and $1,937, respectively.
-
E.The Group subleased right-of-use assets - buildings acquired amounting to $1,457 starting from July 2024, and a gain arising from the sublease amounted to $806.
-
F. The information on profit and loss accounts relating to lease contracts is as follows:
| Years ended | Decmeber31, | Decmeber31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Items affecting profit or loss | ||||||
| Interest expense on lease liabilities | $ | 2,108 |
$ | 1,994 |
||
| Expense on short-term lease contracts | 8,642 | 1,890 | ||||
| Expense on leases of low-value assets | 146 | 114 | ||||
| Gain on sublease of right-of-use assets | ( | 38) |
( | 834) |
~40~
-
G. For the years ended December 31, 2025 and 2024, the Group’s total cash outflow for leases were
- $24,735 and $12,520, respectively.
-
(9) Leasing arrangements – lessor
-
A. The Group leases various assets including energy-saving equipment and right-of-use assets. Rental contracts are made for periods of 3 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 machinery and equipment and right-of-use assets under a finance lease. 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:
| Years ended December 31, | Years ended December 31, | Years ended December 31, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Finance income from the net investment in the finance lease | $ | 137 |
169 $ |
|
| The maturity analysis of the undiscounted lease payments in | the finance lease is as follows: | |||
| December31,2025 | December 31, 2024 | |||
| Within 1 year | $ | 3,080 |
$ | 3,080 |
| Within 2 years | 1,786 | 3,080 | ||
| Within 3 years | - | 1,787 | ||
| Within 4 years | - | - |
||
| Within 5 years | - | - | ||
| $ | 4,866 | $ | 7,947 |
-
C. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
-
D. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
| Undiscounted lease payments Unearned finance income ( Net investment in the lease |
Current Non-current 3,080 $ 1,786 $ 71) 16) ( ( 3,009 $ 1,770 $ December31,2025 |
Current Non-current 3,080 $ 4,867 $ 137) 88) ( 2,943 $ 4,779 $ December31,2024 |
|---|---|---|
- E. The Group has no overdue lease receivables from the lessee, and the amount of loss arising from credit risk is assessed to be insignificant.
~41~
(10) Intangible assets
| Intangible assets | ||||
|---|---|---|---|---|
| Computer Software Customer Relationship At January 1 Cost 22,918 $ - $ Accumulated amortisation 10,781) ( - 12,137 $ - $ Opening net book amount as at January 1 12,137 $ - $ Additions -acquired separately1,381 - Additions -acquired through businesscombinations 10,095 166,678 Amortisation expense 7,865) ( 6,083) ( ( Closing net book amount as at December 31 15,748 $ 160,595 $ At Demcember 31 Cost 46,172 $ 166,678 $ Accumulated amortisation 30,424) ( 6,083) ( ( 15,748 $ 160,595 $ At January 1 Cost Accumulated amortisation Opening net book amount as at January 1 Amortisation charge Closing net book amount as at December 31 At December 31 Cost Accumulated amortisation |
Patent Goodwill Total - $ - $ 22,918 $ - - 10,781) ( - $ - $ 12,137 $ - $ - $ 12,137 $ - - 1,381 167,777 236,360 580,910 4,053) - 18,001) ( 163,724 $ 236,360 $ 576,427 $ 167,777 $ 236,360 $ 616,987 $ 4,053) - 40,560) ( 163,724 $ 236,360 $ 576,427 $ 2025 2024 ComputerSoftware 22,918 $ 6,192) ( 16,726 $ 16,726 $ 4,589) ( 12,137 $ 22,918 $ 10,781) ( 12,137 $ |
Goodwill Total - $ 22,918 $ - 10,781) ( - $ 12,137 $ - $ 12,137 $ - 1,381 236,360 580,910 - 18,001) ( 236,360 $ 576,427 $ 236,360 $ 616,987 $ - 40,560) ( 236,360 $ 576,427 $ 2024 |
||
| ComputerSoftware | ||||
| ( ( ( |
22,918 $ 6,192) 16,726 $ 16,726 $ 4,589) 12,137 $ 22,918 $ 10,781) 12,137 $ |
~42~
- A. Details of amortization on intangible assets are as follows:
| Selling expense Administrative expenses Research and development expenses |
2025 2024 2 $ - $ 14,950 4,589 3,049 - 18,001 $ 4,589 $ Years endedDecember31, |
|---|---|
- B. Goodwill is allocated as follows to the Group’s cash-generating units identified according to operating segment:
| operating segment: | |
|---|---|
| December 31, 2025 | |
| Goodwill: | |
| Smart Power System | $ 236,360 |
-
C. The Group’s goodwill arose from business combinations in order to improve benefit comprising of operating revenue in the location of acquired companies.
-
D. The Group has no impairment on intangible assets.
-
(11) Short-term borrowings
==> picture [479 x 97] intentionally omitted <==
----- Start of picture text -----
Type of Borrowings December 31, 2025 Interest rate range Collateral
Bank borrowings
Unsecured borrowings $ 536,900 2.025%~2.80% None.
Type of Borrowings December 31, 2024 Interest rate range Collateral
Bank borrowings
Unsecured borrowings $ 126,466 2.025%~2.530% None.
----- End of picture text -----
(12) Short-term notes and bills payable
| Short-term notes and bills payable | ||
|---|---|---|
| Commercial papers Discount amortisation ( Interest rate range |
December31,2025 290,000 $ 407) ( 289,593 $ 2.29% |
December31,2024 |
| 420,000 $ 973) |
||
| 419,027 $ |
||
| 2.278%~2.298% |
There was no collateral pledged for the above short-term notes and bills payable.
(13) Other payables
| Employees’ dividends and directors’ and supervisors’ remuneration payable Salary and bonus payable Payables for machinery and equipment Others |
December31,2025 December31,2024 50,099 $ 7,280 $ 42,755 10,906 30,267 80,988 75,778 10,039 198,899 $ 109,213 $ |
|---|---|
~43~
- (14) Long term borrowings
Borrowing period
| Type of Borrowings andrepayment term Long-term bank borrowings Secured borrowings Borrowing period is from October 2022 to September 2028; pay entire amount in installments. Unsecured borrowings Borrowing period is from October 2022 to September 2028; pay entire amount in installments. Unsecured borrowings Borrowing period is from June 2024 to June 2029; pay entire amount in installments. Secured borrowings Borrowing period is from July 2024 to July 2029; pay entire amount in installments. (Note) Unsecured borrowings Borrowing period is from July 2024 to July 2029; pay entire amount in installments. Unsecured borrowings Borrowing period is from August 2025 to August 2027; Pay entire amount when due. Borrowing period Type of Borrowings andrepayment term Long-term bank borrowings Secured borrowings Borrowing period is from October 2022 to July 2029; pay entire amount in installments. Secured borrowings Borrowing period is from October 2022 to September 2028; pay entire amount in installments. Unsecured borrowings Borrowing period is from June 2024 to June 2029; pay entire amount in installments. Unsecured borrowings Borrowing period is from July 2024 to July 2029; pay entire amount in installments. Less: Current portion Less: Current portion |
Interest raterange 2.726% 2.726% 2.67% 2.726% 2.726% 2.74% Interest raterange 2.99%~3.13% 3.13% 2.67% 2.99% |
December 31,2025 56,250 $ 3,750 43,750 1,106,528 406,362 80,000 1,696,640 205,214) ( 1,491,426 $ December31,2024 1,307,851 $ 5,000 50,000 452,753 1,815,604 198,964) ( 1,616,640 $ |
|---|---|---|
Note: The Group negotiated with banks to extend the borrowing period of secured borrowings during the first quarter of 2025.
~44~
-
A. On March 7, 2022, the long-term borrowing agreement entered with 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 higher 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.
-
In addition, on February 29, 2024, the Group obtained a letter of credit line assessment from Taishin Bank and entered into a long-term borrowing agreement with Taishin Bank amounting to $1,845,000 on June 5, 2024. Under the agreement, the Group shall semi-annually review the financial ratios 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 a Debt Service Coverage Ratio not lower than 1.05 times during the facility period based on the consolidated financial statements issued by the auditors. 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 abovementioned financial ratios are not met, an interest rate of 0.15% will be added. As of December 31, 2025, the abovementioned required financial ratios had all met the requirements specified in the borrowing agreement.
-
B. On October 3, 2022, the Group 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 at December 31, 2023, the drawn credit line was all item A. The purpose of item B is to repay the outstanding balance of item A for the Group, 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) The Group 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 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) The Group 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.
~45~
The syndicated contract that the Group entered into with 3 financial institutions including O- Bank, etc. was fully settled in July 2024, and the related syndicated credit linewere fully deregistered. The loss arising from the early termination of the contract amounted to $10,937, and details of the related profit and loss disclosure were provided in Note 6(24).
C. Information on collateral pledged for long-term borrowings is provided in Note 8.
(15) Pensions
-
A. (a) The Company and its domestic subsidiaries have 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 Labor Standards Act. 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 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 Company and its domestic subsidiaries contribute 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 Company and its domestic subsidiaries 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 Company and its domestic subsidiaries will make contributions for the deficit by next March
-
(b) For the aforementioned pension plan, the Group recognised pension costs of $78 for the year ended December 31, 2025.
-
B. (a) The Company and its domestic subsidiaries have 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% 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 pension costs under defined contribution pension plans of the Group for the years ended December 31, 2025 and 2024, were $4,475 and $2,485, respectively.
~46~
(16) Share-based payment
A. The Group’s share-based payment arrangements were as follows:
==> picture [466 x 31] intentionally omitted <==
----- Start of picture text -----
Quantity Contract Vesting
Type of arrangement Grant date granted period conditions
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| Type of arrangement | Grantdate | Quantity granted |
Contract period |
Vesting conditions |
|---|---|---|---|---|
| Employee stock options | 2023.11.21 | 2,000,000 | 5 years | 2~4 years' service |
| Cash capital increase reserved for | ||||
| subsidiaries'employee preemption | 2024.05.02 | 200,000 | NA | Immediately |
| Cash capital increase reserved for | ||||
| subsidiaries'employee preemption | 2024.08.15 | 1,375,000 | NA | Immediately |
| The subsidiaries’ share-based | ||||
| payment arrangements under the | ||||
| employee stock option plan | 2024.09.01 | 2,000,000 | 4 years | 3 years' service |
| Cash capital increase reserved for | ||||
| employee preemption | 2024.12.31 | 1,575,000 | NA | Immediately |
| The subsidiaries’ share-based | ||||
| payment arrangements under the | ||||
| employee stock option plan | 2025.12.15 | 500,000 | 4 years | 3 years' service |
Aside from the above share-based payments, the Group has no share-based payments granted to employees.
B. Details of the share-based payment arrangements are as follows:
- (a) The Company’s share-based payment arrangements under the employee stock option plan were as follows:
| were as follows: | |||
|---|---|---|---|
| Options outstanding at January 1 Options expired Options outstanding at December 31 Options exercisable at December 31 |
No. of options Weighted-average exercise price (in thousands) (indollars) 2,000 16 $ 396) ( - 1,604 14.90 401 - 2025 |
2024 | |
| No. of options (in thousands) 2,000 - 2,000 - |
Weighted-average exercise price (indollars) |
||
| 16 $ - 16 - |
|||
~47~
- (b) The Company’s share-based payment arrangements in relation to cash capital increase reserved for employee preemption were as follows:
| 2025 | 2025 | ||||
|---|---|---|---|---|---|
| Weighted-average | |||||
| No. of options | exercise price | ||||
| (in thousands) | (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)Subsidiaries’ share-based payment arrangements in relation to cash capital increase reserved for employee preemption were as follows:
| r employee preemption were as follows: | ||||
|---|---|---|---|---|
| 2024 | ||||
| Weighted-average | ||||
| No. of options | exercise price | |||
| (in thousands) | (indollars) | |||
| Options outstanding at January 1 | - | $ | - |
|
| Options granted | 1,575 | 10~20 | ||
| Forfeited options purchased by the Company | ( | 65) |
- |
|
| Options exercised | ( | 1,510) | 10~20 | |
| Options outstanding at December 31 | - |
- |
- (d)The subsidiaries’ share-based payment arrangements under the employee stock option plan:
| Options outstanding at January 1 Options granted Options outstanding at December 31 |
No. of options Weighted- average exercise price (in thousands) (indollars) 2,000 20 $ 500 20 2,500 19.07 2025 |
2024 | 2024 |
|---|---|---|---|
| No. of options (in thousands) 2,000 500 2,500 |
No. of options (in thousands) - 2,000 2,000 |
Weighted- average exercise price (indollars) |
|
| - $ 20 20 |
-
C. The Company’s weighted-average stock price at the exercise date was NT$110.61 (in dollars) for the year ended December 31, 2025.
-
D. The subsidiary’s weighted-average stock price at the exercise date was NT$13~21.29 (in dollars) for the year ended December 31, 2024.
-
E. As of December 31, 2025 and 2024, the Company’s exercise price of stock options outstanding was NT$14.9 (in dollars) and NT$16 (in dollars), respectively; the weighted-average remaining contractual period was 2.8 years and 3.8 years, respectively.
-
F. As of December 31, 2025 and 2024, the subsidiaries’ exercise price of stock options outstanding was NT$19.07 (in dollars) and NT$20 (in dollars); the weighted-average remaining contractual period was 2.67 to 4 years and 3.67 years, respectively.
~48~
G.The fair value of stock options granted on grant date is measured using the Black-Scholes optionpricing model. Relevant information is as follows:
| Type of arrangement Employee stock options Cash capital increase reserved for subsidiaries’ employee preemption Cash capital increase reserved for subsidiaries’ employee preemption The subsidiaries’ share-based payment arrangements under the employee stock option plan Cash capital increase reserved for the companys’ employee preemption The subsidiaries’ share-based payment arrangements under the employee stock option plan |
Grant date 2023.11.21 2024.05.02 2024.08.15 2024.09.01 2024.12.31 2025.12.15 |
Expected price Stock price Exercise price volatility (in dollars) (in dollars) (Note) $16.92 $16 25.93% 13.18 10 36.43% 21.29 20 44.76% 21.29 20 44.88% 81.05 81 40.59% $70.55 20 43.04% |
Expected option life 3~4 years 0.01 years 0.01 years 3.5 years 0.01 years 3.5 years |
Expected dividends - - - - - - |
Fair value per Risk-free unit interest rate (in dollars) 1.1966% $3.071~4.189 1.5840% 3.180 1.2700% 1.920 1.4300% 7.750 1.5505% 1.343 1.2400% 52.020 |
|---|---|---|---|---|---|
Note: Expected price volatility rate was estimated 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.
- H. The compensation costs recognised for the above employee stock options and cash capital increase reserved for employee preemption for years ended December 31, 2025 and 2024 were $7,579 and $1,216, respectively.
(17) Share capital
- A. As of December 31, 2025, the Group’s authorised capital was $2,000,000, and the paid-in capital was $738,286, consisting of 73,829 thousand shares of ordinary stock, with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
Movements in the number of the Company’s ordinary shares outstanding are as follows:
| At January 1 Cash capital increase Business combinations Less: treasury shares ( At December 31 |
2025 60,000 10,500 3,329 1,803) 72,026 |
2024 |
|---|---|---|
| 60,000 - - - |
||
| 60,000 |
- B. The Company increased its capital by issuing 10,500 thousand new shares with a subscription price of $81 (in dollars) per share before the initial public offering application as resolved by the Board of Directors on November 5, 2024. The actual net amount of cash capital increase was $898,021, and the effective date for the capital increase was set on January 13, 2025, and the registration for the capital increase was completed.
~49~
-
C. The Company’s Board of Directors during its meeting on May 15, 2025 resolved to issue 3,328,571 ordinary shares (4.51% of the total ordinary share capital issued) to the shareholders of Smart Power System as part of the purchase consideration for 35.85% of its ordinary share capital. The ordinary shares issued have the same rights as other shares in issue. The fair value of the shares issued amounted to $346,171 (NT$104 (in dollars) per share).
-
D. Treasury shares
-
The Company’s Board of Directors during its meeting on May 15, 2025 resolved to issue 1,525,714 ordinary shares and 1,802,857 ordinary shares on July 1, 2025 (the effective date for share exchange), respectively, totaling 3,328,571 shares, for the acquisition of shares of Smart Power System. The swap ratio was 1:1.4, in exchange for 2,136,000 issued shares and 2,524,000 newly issued ordinary shares of Smart Power System, totaling 4,660,000 ordinary shares, resulting in an acquisition of 35.85% of Smart Power System’s shares. Details of the Company’s shares held by Smart Power System as of December 31, 2025, are as follows:
December 31, 2025 Thousand shares 1,803 Book value $ 95,624
(18) Capital surplus
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 paidin capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(19) Retained earnings/Events after the balance sheet date
- 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. The remainder shall be proposed by the Board of Directors and resolved by the shareholders as dividends to shareholders. The Board of Directors is authorised to distribute all or part of dividends and bonuses or legal reserve and capital surplus in the form of cash through a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors, and the distribution shall be reported to the shareholders’ meeting.
~50~
-
B. The Company’s dividend policy is summarised below: It is determined based on the Company’s profitability, future operational development and the safeguard of shareholders’ rights and interests, etc. The dividend distribution is proposed by the Board of Directors in accordance with the Articles of Incorporation depending on the Company’s current share capital, financial structure, operational conditions and earnings, at least 10% of the current earnings after tax shall be distributed as shareholders’ dividends through capitalisation of earnings or cash dividends in order to achieve a balance and stable dividend policy. However, cash dividends shall account for at least 10% of the total dividends distributed.
-
C. 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.
-
D. At the shareholders' meeting held on May 21, 2025, the Company approved the distribution plan for the earnings of the fiscal year 2024, in the form of a cash dividend totaling $70,500 (NTD), equivalent to $1 per share. However, due to changes in the number of outstanding shares resulting from the issuance of new shares upon acquiring another company's stocks, the Chairman, acting within his decision-making authority, resolved to amend the earnings distribution plan on August 5, 2025. Additionally, on May 15, 2024, the shareholders' meeting approved the earnings distribution plan for the fiscal year 2023 as follows:
| Legal reserve Cash dividends Total |
Dividends per share Amount (in dollars) 8,493 $ 70,500 0.95 $ 78,993 $ Year ended December 31, 2024 |
Dividends per share Amount (indollars) 5,620 $ 30,000 0.50 $ 35,620 $ YearendedDecember31,2023 |
|---|---|---|
- E. The appropriations of 2025 earnings as proposed by the Company’s Board of Directors on March 3, 2026 are as follows:
| , 2026 are as follows: | ||
|---|---|---|
| Legal reserve Cash dividends Total |
YearendedDecember31,2025 | |
| Amount 44,989 $ 221,486 266,475 $ |
Dividends per share (indollars) |
|
| 3.00 $ |
Information about the appropriation of earnings as resolved at the shareholders’ meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
~51~
(20) Operating revenue
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major sources:
| time in the following major sources: | |||
|---|---|---|---|
| Construction Year ended December 31, 2025 revenue Revenue from external customer contracts 3,296,064 $ Timing of revenue recognition At a point in time - $ Over time 3,296,064 3,296,064 $ Construction Year ended December 31, 2024 revenue Revenue from external customer contracts 516,058 $ Timing of revenue recognition At a point in time - $ Over time 516,058 516,058 $ |
Service revenue 387,889 $ 349,122 $ 38,767 387,889 $ Service revenue 354,152 $ 349,597 $ 4,555 354,152 $ |
Electricity salesrevenue 1,306,105 $ - $ 1,306,105 1,306,105 $ Electricity salesrevenue 1,016,375 $ - $ 1,016,375 1,016,375 $ |
Total |
| 4,990,058 $ |
|||
| 349,122 $ 4,640,936 |
|||
| 4,990,058 $ |
|||
| Total | |||
| 1,886,585 $ |
|||
| 349,597 $ 1,536,988 |
|||
| 1,886,585 $ |
B. Unfulfilled construction contracts
As of December 31, 2025 and 2024, the Group has signed major construction contracts. Below are the total contract amounts, the total transaction price of unfulfilled performance obligations, and the expected revenue recognition year:
| and the expected revenue | recognition year: | ||
|---|---|---|---|
| Year December 31, 2025 December 31, 2024 |
Total contract consideration 5,923,819 $ 867,379 |
Amount of unfulfilled obligations 2,210,956 $ 262,658 |
Year expected to recogniserevenue |
| 2026~2027 2025 |
C. Contract assets and liabilities
(a) Changes in the Group’s contract assets and contract liabilities are mainly from the difference between the progress of completion of construction performance obligations measured over time and the timing of customers’ payment.
~52~
(b) The Group has recognised the following revenue-related contract assets and liabilities:
| Contract assets: Contract assets -construction contract Contract assets -service contract Total Contract liabilities: Contract liabilities -advance sales receipts Contract liabilities -construction contract Contract liabilities -service contract Total |
December31,2025 1,620,500 $ 3,455 1,623,955 $ 22,635 $ 19,911 330 42,876 $ |
December31,2024 299,520 $ 766 |
|---|---|---|
| 300,286 $ |
||
| 764 $ 529 1,382 2,675 $ |
- (c) As of December 31, 2025 and 2024, the recognition of the aforementioned construction contract-related contract assets and liabilities are as follows:
| December31,2025 December |
December31,2025 December |
December31,2025 December |
December31,2025 December |
31, 2024 | |
|---|---|---|---|---|---|
| Aggregate costs incurred plus recognised profits | $ | 3,799,452 |
$ | 327,361 |
|
| Less: Progress billings | ( | 2,198,863) |
( | 28,370) |
|
| Net balance sheet position for construction in progress | $ | 1,600,589 | $ | 298,991 | |
| Presented as: | |||||
| Current contract assets | $ | 1,620,500 |
$ | 299,520 |
|
| Current contract liabilities | ( | 19,911) |
( | 529) |
|
| $ | 1,600,589 | $ | 298,991 |
-
(d) Information relating to credit risk of contract assets is provided in Note 12(2).
-
D. Information about the significant construction contracts contracted by the Group is provided in Note 9.
(21) Expenses by nature
| Note 9. Expenses by nature |
|||||
|---|---|---|---|---|---|
| Years endedDemcember31, | |||||
| 2025 | 2024 | ||||
| Employee benefit expense | $ | 193,379 |
$ | 71,132 |
|
| Depreciation expense | 208,115 | 157,871 |
|||
| Cost of services | 32,492 | 20,502 | |||
| Amortisation charge | 18,001 | 4,589 | |||
| Rent expense | 8,788 | 2,004 | |||
| Warranty (reversal) expense | ( | 10) |
1,182 |
~53~
(22) Employee benefit expense
| Employee benefit expense | |||||
|---|---|---|---|---|---|
| Years | ended | December31, | |||
| 2025 | 2024 | ||||
| Salary expenses | $ | 171,119 |
$ | 60,666 |
|
| Labour and health insurance fees | 9,648 | 4,875 | |||
| Pension costs | 4,553 |
2,485 | |||
| Other personnel expenses | 8,059 | 3,106 |
|||
| $ | 193,379 |
$ | 71,132 |
-
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. The aforementioned employees’ compensation shall be distributed no lower than 2% of distributable profit for rank-and-file employees’ compensation.
-
B. For the years ended December 31, 2025 and 2024, employees’ compensation was accrued at $40,360 and $7,280, respectively; while directors’ and supervisors’ remuneration was accrued at $6,730 and $1,210, respectively. The aforementioned amounts were recognized in salary expenses.
-
C. The employees’ compensation and directors’ remuneration were estimated and accrued based on distributable profit of current year as of the end of reporting period and the percentage prescribed by the Company’s Articles of Incorporation.
-
D. On March 3, 2026, the Company’s employees’ compensation and directors’ remuneration as resolved by the Board of Directors were $40,333 and $6,722, respectively, both were paid in cash.
-
E. Employees’ compensation and directors’ and supervisors’ remuneration of 2024 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2024 financial statements.
(23) Other income
| Grant revenues Other income |
Years endedDecember31, | Years endedDecember31, |
|---|---|---|
| 2025 2,964 $ 582 3,546 $ |
2024 | |
| 7,050 $ 100 |
||
| 7,150 $ |
~54~
PRINT DATE2026.4.22 20:37:11 DRAFT, SUBJECT TO CHANGES.
(24) Other gains and losses
| Other gains and losses | |||||
|---|---|---|---|---|---|
| Years ended | December31, | ||||
| 2025 | 2024 | ||||
| Income from subleasing right-of-use assets | $ | - |
806 $ |
||
| Gains on disposals of investments | 44 | - |
|||
| Currency exchange (losses) gains | ( | 10,459) |
1,302 | ||
| Loss arising from the early termination of the contract | - |
( | 10,937) |
||
| Others | ( | 330) |
( | 205) |
|
| ($ | 10,745) |
9,034) ($ |
(25) Finance costs
| Finance costs | Finance costs | Finance costs | |
|---|---|---|---|
| DR~~AFT~~ 2025 2024 Interest expense Bank borrowings 62,809 $ $ Lease liability 2,108 Years endedDecember31, |
59,982 1,994 |
||
| Less: Capitalized interest payments |
- |
( | 14,881) |
| $ | 64,917 | $ | 47,095 |
(26) Income taxes
A. Income tax expense
Components of income tax expense:
| Current tax: Current tax on profits for the period Prior year income tax under (over) estimation Total current tax Deferred tax: Origination and reversal of temporary differences ( Total deferred tax ( Income tax expense |
2025 2024 182,297 $ 28,136 $ 13 9) ( 182,310 28,127 2,119) 243) ( 2,119) 243) ( 180,191 $ 27,884 $ Years endedDecember31, |
|---|---|
| 2025 182,297 $ 13 ( 182,310 2,119) ( 2,119) ( 180,191 $ |
~55~
B. Reconciliation between income tax expense and accounting profit
| Income tax calculated by applying statutory rate to the profit before tax Effect from items disallowed bt tax regulation Temporary differences not recognised as deferred tax assets Taxable loss not recognised as deferred tax assets Prior year income tax under (over) estimation Other ( Income tax expense |
2025 2024 131,420 $ 20,291 $ 50,569 5,337 84 - 132 2,265 13 9) ( 2,027) - 180,191 $ 27,884 $ Years endedDecember31, |
|---|---|
C. Amounts of deferred tax assets as a result of temporary differences are as follows:
| Deferred tax assets: Provision for construction warranty Unused compensated absence Unrealised exchange loss Total Deferred tax liabilities: Unrealised exchange gain Intangible assets Subtotal Total |
2025 | 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| January1 | Recognised in profit or loss |
Recognised in other comprehensive income |
Business combination |
December31 | ||||||
| 451 $ 114 - 565 $ 2) ( - 2) ( 563 $ |
18) ($ 49 59 90 $ 2 2,027 2,029 2,119 $ |
- $ - - - $ - - - - $ |
- $ - - - $ - 66,891) ( 66,891) ( 66,891) ($ |
433 $ 163 59 |
||||||
| 655 $ |
||||||||||
| - 64,864) ( |
||||||||||
| 64,864) ( |
||||||||||
| 64,209) ($ |
~56~
2024
Deferred tax assets: Provision for construction warranty Unused compensated absence Unrealised exchange loss Total Deferred tax liabilities: Unrealised exchange gain Subtotal Total |
January1 215 $ 80 25 320 $ - - 320 $ |
Recognised in profit or loss Recognised in other comprehensive income 236 $ - $ 34 - 25) ( - 245 $ - $ 2) ( - 2) - 243 $ - $ |
Business combination December31 - $ 451 $ - 114 - - - $ 565 $ - 2) ( - 2) ( - $ 563 $ |
|
|---|---|---|---|---|
| ( |
- D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
==> picture [467 x 65] intentionally omitted <==
----- Start of picture text -----
December 31, 2025
Unrecognised
Amount filed/ deferred tax
Year incurred assessed Unused amount assets Expiry year
----- End of picture text -----
| Year incurred | Amount filed/ assessed |
Unused amount Unrecognised deferred tax assets December 31,2025 |
Unused amount Unrecognised deferred tax assets December 31,2025 |
Expiry year |
|---|---|---|---|---|
| 2023 2024 2025 |
4,178 $ 11,276 660 |
4,178 $ 4,178 $ 11,276 11,276 660 660 December 31,2024 |
2033 2034 2035 |
|
| Year incurred | Amount filed/ assessed |
Unused amount 4,178 $ 11,324 |
deferred tax assets |
Expiry year |
| 2023 2024 |
4,178 $ 11,324 |
4,178 $ 11,324 |
2033 2034 |
- E.The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:
| as follows: | |||
|---|---|---|---|
| Deductible temporary differences | December31,2025 | December31,2024 | |
| 423 $ |
- $ |
- F. The income tax returns of the Company and its domestic subsidiaries, Foxwell Certification, Huijie Energy, Smart Power System and Zhixin Energy through 2023 have been assessed and approved by the Tax Authority.
~57~
(27) Earnings per share
| Earnings per share | |
|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employee share options Employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employee share options Employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Amount Weighted average number of ordinary shares outstanding Earnings per share after tax (sharein thousands) (indollars) 449,893 $ 70,921 6.34 $ 449,893 $ 70,921 - 1,336 - 449 449,893 $ 72,706 6.19 $ Amount Weighted average number of ordinary shares outstanding Earnings per share after tax (sharein thousands) (indollars) 84,929 $ 60,000 1.42 $ 84,929 $ 60,000 - 1,712 - 70 84,929 $ 61,782 1.37 $ YearendedDecember31,2025 YearendedDecember31,2024 |
| Amount after tax 84,929 $ 84,929 $ - - 84,929 $ |
~58~
(28) Transactions with non-controlling interest
-
A. The Group did not participate in the capital increase raised by a subsidiary proportionally to its interest to the subsidiary
-
The Company’s subsidiary, Foxwell Certification Co., Ltd., 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. The transaction increased non-controlling interest by $1,025 and increased the equity attributable to owners of parent by $325.
-
B. The Group did not conduct any transaction with non-controlling interest for the year ended December 31, 2025.
(29) Business combinations
-
A. The Group 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, the Company 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, the Company obtained the control over Smart Power System. The company has long been involved in the power and energy industry, 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. Other acquisition 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 from July 22, 2025 to December 31, 2025. The fair value of the acquired identifiable intangible assets of $344,550 (including computer software, customer relationships and patents) and goodwill of $236,360.
-
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.
~59~
E. The following table summarises the consideration paid for Smart Power System and the fair values of the assets acquired and liabilities assumed at the acquisition date:
| Purchase consideration Cash paid Market price of newly issued shares Non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets Fair value of the identifiable assets acquired and liabilities assumed Cash and cash in banks Contract assets Accounts receivable Other receivables Prepayments Other current assets Financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets-computer software Intangible assets-customer relationship Intangible assets-patent Guarantee deposits paid Lease liabilities Other current liabilities Deferred income tax liabilities Guarantee deposits received Total identifiable net assets Goodwill |
Smart PowerSystem | |
|---|---|---|
| 350,000 $ 346,171 696,171 441,780 1,137,951 385,563 57,371 49,490 51 41,636 7,903 187,497 26,304 3,011 1,877 10,095 166,678 167,777 33,104 1,937) ( 156,801) ( 66,891) ( 11,137) ( 901,591 $ 236,360 $ |
~60~
(30) Supplemental cash flow information
A. Investing activities with partial cash payments:
| Years ended | Years ended | December 31, | December 31, | December 31, | ||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| Purchase of property, plant and equipment | $ | 14,039 |
$ | 286,267 |
||||
| Add: Opening balance of payable on equipment | 80,988 | 122,230 | ||||||
| Less: Ending balance of payable on equipment | ( | 30,267) |
( | 80,988) |
||||
| Capitalised interest payments | - |
( | 14,881) |
|||||
| Capitalised depreciation | ( | 6,597) |
( | 951) |
||||
| Cash paid during the period | $ | 58,163 |
$ | 311,677 |
||||
| . The following table summarises the Group’s consideration paid 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 | HuijieEnergy | ||||||
| Purchase consideration | ||||||||
| Cash | $ | 46,815 | $ | 500 |
||||
| Fair value of the identifiable assets | ||||||||
| acquired and liabilities assumed | ||||||||
| Cash and bank deposits | 3,819 | 130 | ||||||
| Prepayments | 1,031 | 1,162 |
||||||
| Other current assets, others | 15 | 358 |
||||||
| Property, plant and equipment | - |
27,417 | ||||||
| Right-of-use assets | 386,597 | 239,895 | ||||||
| Prepayments for equipment | 1,662 | - | ||||||
| Guarantee deposits paid | 44,096 | 38,305 | ||||||
| Other payables | ( | 360) |
( | 66,872) |
||||
| Lease liabilities | ( | 386,597) |
( | 239,895) |
||||
| Other current liabilities, others | ( | 3,448) |
- |
|||||
| Total identifiable net assets | $ | 46,815 |
$ | 500 |
- B. The following table summarises the Group’s consideration paid 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:
~61~
- C. The Company’s subsidiary, Billion Sun Energy Storage, increased its capital by issuing new shares on September 12, 2025. The Company did not acquire shares proportionally to its interest. As a result, the Company lost control over Billion Sun Energy Storage. Billion Sun Energy Storage Technologies Inc. increased its capital by issuing new shares, of which 40% of shares was held by Synergy Co., Ltd., which is the subsidiary of the Company’s parent company, Shinfox Energy Co., Ltd., and the shareholding ratio together with the Company was 70% in Billion Sun Energy Storage. Therefore, the transaction was considered as the reorganisation. This transaction resulted in an increase in the investments accounted for using the equity method by $322,400 and capital surplus by $16,196. Information on Billion Sun Energy Storage’s carrying amount of assets and liabilities on September 12, 2025 is as follows:
| carrying amount of assets and liabilities on September 12, | 2025 is as follows: |
|---|---|
| Prepayments Other current assets Right-of-use assets Refundable deposits Unfinished construction Lease liabilities Other current liabilities Carrying amount of the subsidiary’s previous net assets |
BillionSun Energy Storage |
| 1,523 $ 22 375,282 42,618 6,450 379,814) ( 97) ( $ 45,984 |
~62~
(31) Changes in liabilities from financing activities
| At January 1 Changes in cash flow from financing activities Changes in acquisition of subsidiaries Interest expense paid Changes in other non-cash items Increase in lease liabilities during the period Interest expense on lease liabilities At December 31 At January 1 Changes in cash flow from financing activities Interest expense paid Changes in other non-cash items Increase in lease liabilities during the period Interest expense on lease liabilities At December 31 |
Short-term Short-term notes and Long-term Lease Guarantee deposits Liabilities from financing borrowings bills payable borrowings liabilities received gross 126,466 $ 419,027 $ 1,815,604 $ 92,448 $ 27,155 $ 2,480,700 $ 410,434 129,434) ( 118,964) ( 13,839) ( 3,580) ( 144,617 - - - - 11,137 11,137 - - - 2,108) ( - 2,108) ( - - - 251,945 - 251,945 - - - 2,108 - 2,108 536,900 $ 289,593 $ 1,696,640 $ 330,554 $ 34,712 $ 2,888,399 $ Short-term Short-term notes and Long-term Lease Guarantee deposits Liabilities from financing borrowings bills payable borrowings liabilities received gross - $ 249,943 $ 1,578,559 $ 91,500 $ 28,659 $ 1,948,661 $ 126,466 169,084 237,045 8,522) ( 1,504) ( 522,569 - - - 1,994) ( - 1,994) ( - - - 9,470 - 9,470 - - - 1,994 - 1,994 126,466 $ 419,027 $ 1,815,604 $ 92,448 $ 27,155 $ 2,480,700 $ 2025 2024 |
Short-term Short-term notes and Long-term Lease Guarantee deposits Liabilities from financing borrowings bills payable borrowings liabilities received gross 126,466 $ 419,027 $ 1,815,604 $ 92,448 $ 27,155 $ 2,480,700 $ 410,434 129,434) ( 118,964) ( 13,839) ( 3,580) ( 144,617 - - - - 11,137 11,137 - - - 2,108) ( - 2,108) ( - - - 251,945 - 251,945 - - - 2,108 - 2,108 536,900 $ 289,593 $ 1,696,640 $ 330,554 $ 34,712 $ 2,888,399 $ Short-term Short-term notes and Long-term Lease Guarantee deposits Liabilities from financing borrowings bills payable borrowings liabilities received gross - $ 249,943 $ 1,578,559 $ 91,500 $ 28,659 $ 1,948,661 $ 126,466 169,084 237,045 8,522) ( 1,504) ( 522,569 - - - 1,994) ( - 1,994) ( - - - 9,470 - 9,470 - - - 1,994 - 1,994 126,466 $ 419,027 $ 1,815,604 $ 92,448 $ 27,155 $ 2,480,700 $ 2025 2024 |
|---|---|---|
| Short-term borrowings - $ 126,466 - - - 126,466 $ |
Short-term notes and bills payable 249,943 $ 169,084 - - - 419,027 $ |
~63~
7. Related Party Transactions
(1) Parent and ultimate controlling party
The Company is controlled by Shinfox Energy Co., Ltd., which owns 49.36% of the Company’s shares. The ultimate parent of the Company is Cheng Uei Precision Industry Co., Ltd.
(2) Names of related parties and relationship
Names of related parties Relationship with the Company Cheng Uei Precision Industry Co., Ltd. Ultimate parent Power Quotient International Co., Ltd. (PQI) Parent company of Shinfox Shinfox Energy Co., Ltd. (Shinfox) Parent company Foxlink Vietnam Co., Ltd. (Foxlink Vietnam) Subsidiary of the ultimate parent company Foxlink Da Nang Electronics Co., Ltd. Subsidiary of the ultimate parent company (Foxlink Da Nang) Central Motion Pictures Corporation (CMPC) Investee accounted for using equity method of the ultimate parent company Sibling company Changpin wind power Ltd.(Changpin) Joint venture of the parent company Foxwell Energy Corporation Ltd. (Foxwell Energy) Sibling company Synergy Co., Ltd. (Synergy) Sibling company (Note 1) Xinwei Power Co., Ltd. (Xinwei Power) Sibling company of subsidiary Cheng Shin Digital CO., LTD. Associate (Cheng Shin Digital) Billion Watts Technologies Co., Ltd. Associate(Note 3) ( Billion Watts) Hong Ju Energy Co., Ltd. (Hong Ju Energy) Associate Billion Power System Technologies INC. Associate(Note 3) ( Billion Power System) Billion Sun Energy Storage Technologies Inc. Associate(Note 2) (Billion Sun Energy Storage) Hon Hai Precision Industry Co., Ltd. (Hon Hai) Other related party Zhi Wang Systems Co., Ltd. (Zhi Wang Systems) Substantive related party Li Qiu Hui Substantive related party Guo Zheng-Qian Substantive related party
- Note 1: The parent company, Shinfox, acquired 50% equity interests, and the company became a sibling company since January 17, 2025.
Note 2: Billion Sun Energy Storage increased its capital by issuing new shares, and the Company did not acquire shares proportionally to its interest. As a result, Billion Sun Energy Storage became the associate since September 12, 2025.
- Note 3: As Billion Power System was resolved to be dissolved, it was no longer an associate on December 10, 2025.
~64~
(3) Significant related party transactions A. Operating revenue
| Ultimate parent Parent company Subsidiary of the ultimate parent company Investee accounted for using equity method of the ultimate parent company Associates - Cheng Shin Digital - Billion Sun Energy Storage - Others Other related party Substantive related party |
2025 2024 377 $ - $ 8,221 1,277 94 - 8,810 - 3,533 256,190 2,723,061 - 2,132 - 29,728 22,989 5,504 - 2,781,460 $ 280,456 $ Years endedDecember31, |
|---|---|
(a) The Group entered into the contracts with related parties and collected construction revenue, service revenue and electricity sales revenue. Except for the collection terms of the construction revenue, which are determined and negotiated in accordance with the industry characteristics, other transaction prices and collection terms are the same with the market situation or the third parties.
- (b) Unfulfilled Construction Contracts
As of December 31, 2025, and 2024, the Group has signed major construction contracts with related parties. Below are the total contract amounts, the total transaction price of unfulfilled
performance obligations, and the expected revenue recognition year:
| Year December 31, 2025 December 31, 2024 |
Total contract consideration 4,165,900 $ 262,090 |
Amount of unfulfilled obligations 1,429,434 $ 5,840 |
Year expected to recogniserevenue |
|---|---|---|---|
| 2026 2025 |
~65~
B. Operating cost and operating expenses
| Operating cost and operating expenses | ||
|---|---|---|
| Cost of electricity sales Parent company Sibling company Sibling company of subsidiary Joint venture of the parent company Service cost Investee accounted for using equity method of the ultimate parent company Advertising costs Parent company of Shinfox Entertainment expense Parent company of Shinfox Professional service fees-management services Parent company Other expenses Investee accounted for using equity method of the ultimate parent company Associates |
Years endedDecember31, | |
| 2025 2,891 $ 31,209 26,046 15,938 76,084 $ 11 $ - $ 14 $ 720 $ 285 $ 326 611 $ |
2024 | |
| - $ 852 - - |
||
| 852 $ |
||
| - $ |
||
| 238 $ |
||
| 14 $ |
||
| 2,676 $ |
||
| 141 $ - |
||
| 141 $ |
The transaction price and payment terms of the contracts of electricity purchases and management services that the Group entered into with the abovementioned related parties are based on mutual agreement or are the same with the market situation, other payments of the transactions are calculated based on the actual amount incurred and paid monthly.
~66~
C. Receivables from related parties
| Receivables: Parent company Associates - Cheng Shin Digital - Billion Sun Energy Storage - Others Other related party - Hon Hai Other receivables: Associates |
December31,2025 December31,2024 73 $ 69 $ 28,433 107,600 571,500 69 - 2,193 1,241 602,268 $ 108,910 $ 213 $ - $ |
|---|---|
Receivables from related parties are mainly construction revenue, electricity sales revenue, service revenue and distribute dividends that the Group shall receive from related parties.
D. Contract assets (contract liabilities)
(a) Contract assets (contract liabilities) are energy storage construction from the parent company:
| December | 31,2025 December31,2024 |
31,2025 December31,2024 |
31,2025 December31,2024 |
|
|---|---|---|---|---|
| Aggregate costs incurred plus recognised profits | $ | 3,862 |
$ | 61 |
| Less: Progress billings | ( | 590) |
( | 590) |
| Net balance sheet position for construction in progress | $ | 3,272 | ($ | 529) |
| Presented as: | ||||
| Current contract assets | $ | 3,272 | $ | - |
| Current contract liabilities | $ | - | ($ | 529) |
The guarantee deposits for warranty arising from the abovementioned construction contract transactions with the parent company were $8,422and $10,943 as of December 31, 2025 and 2024, respectively.
~67~
- (b) The Group’s contract assets are energy storage construction from the associate, Cheng Shin Digital:
| Digital: | ||||
|---|---|---|---|---|
| December31,2025 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 ‘current financial assets at amortised cost’.
- (c) The Group’s contract assets are energy storage construction from the associate, Billion Sun Energy Storage:
| Energy Storage: | ||||
|---|---|---|---|---|
| December31,2025 December 31, 2024 |
||||
| Aggregate costs incurred plus recognised profits | $ | 2,723,061 |
$ | - |
| Less: Progress billings | ( | 1,660,000) |
- | |
| Net balance sheet position for construction in progress | $ | 1,063,061 | $ | - |
| Presented as: | ||||
| Current contract assets | $ | 1,063,061 | $ | - |
As of December 31, 2025, and 2024, performance guarantee deposits for warranty arising from construction contract transactions with the related party Billion Sun Energy Storage were $435,750, and $0, respectively.
- (d) The Group’s contract assets are energy storage construction from the associate, Zhi Wang Systems:
| Systems: | ||||
|---|---|---|---|---|
| December | 31,2025 December31,2024 |
|||
| 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 performance guarantee deposits for warranty arising from construction contract transactions with the related party Zhi Wang Systems.
~68~
E. Guarantee deposits paid
| December31,2025 | December31,2025 | December31,2024 | December31,2024 | |
|---|---|---|---|---|
| Guarantee deposits paid | ||||
| A company whose ultimate parent company | $ | 372 |
$ | 372 |
| Substantive related party | 329 | - | ||
| $ | 701 |
$ | 372 |
The Group’s subsidiary entered into rental contracts with related parties based on the market quote to lease buildings from related parties. Rental contracts are typically made for periods of 2 to 3 years. Refundable deposits are paid according to the contracts.
F. Payables to related parties
| Payables to related parties | ||
|---|---|---|
| Accounts payable Sibling company Sibling company of subsidiary Joint venture of the parent company Other payables Associates |
December31,2025 3,425 $ 1,708 15,938 21,071 $ 721 $ |
December31,2024 |
| 52 $ - - |
||
| 52 $ |
||
| - $ |
Payables to related parties are cost of electricity sales that the Group shall pay to related parties. G. Property transactions
| Accounts Associate - Billion Sun Energy Storage Investments accounted for using equity method Accounts Associate - Cheng Shin Digital Investments accounted for using equity method |
No. of shares (thousand shares) 32,240 No. of shares (thousand shares) 4,795 |
Objects Stocks Objects Stocks |
Year ended December31,2025 Consideration 322,400 $ Year ended December31,2024 Consideration 47,946 $ |
|---|---|---|---|
H. Lease transactions - lessee
(a) The Group entered into rental contracts with related parties based on the market quote to lease buildings from related parties. Rental contracts are typically made for periods of 2 to 7 years. Rents are paid monthly according to the contracts.
~69~
(b) Acquisition of right-of-use assets
| (b) Acquisition of right-of-use assets | |||
|---|---|---|---|
| (c) Lease liabilities Key management compensation Ultimate parent A company whose ultimate parent company accounted for using equity method - CMPC Substantive related party Ultimate parent Parent company Investee accounted for using equity method of the ultimate parent company - CMPC Substantive related party Ultimate parent Parent company Investee accounted for using equity method of the ultimate parent company - CMPC Substantive related party i. Outstanding balance: ii. Interest expense Short-term employee benefits Post-employment benefits |
2025 2024 - $ 3,222 $ - 5,027 12,509 - 12,509 $ 8,249 $ Years endedDecember31, December31,2025 December31,2024 9,892 $ 13,043 $ 562 743 2,200 4,159 11,065 - 23,719 $ 17,945 $ December31,2025 December31,2024 263 $ 311 $ 11 13 87 62 169 - 530 $ 386 $ Years endedDecmeber31, 2025 2024 8,929 $ 5,740 $ 279 216 9,208 $ 5,956 $ Years endedDecember31, |
||
| $ | |||
| $ | |||
| 2025 8,929 $ 279 9,208 $ |
2024 | ||
| 5,740 $ 216 |
|||
| 5,956 $ |
(4) Key management compensation
~70~
8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
==> picture [507 x 240] intentionally omitted <==
----- Start of picture text -----
Book value
Pledged asset December 31, 2025 December 31, 2024 Purpose
Property, plant and equipment $ 2,299,477 $ 2,486,913 Long-term borrowings
Restricted bank deposits and 29,650 28,501 Performance guarantee
pledged time deposits (shown as and impound account
current financial assets at
amortised cost)
Restricted bank deposits and 112,597 113,583 Performance guarantee
pledged time deposits (shown as and impound account
non-current financial assets at
amortised cost)
Guarantee deposits for
performance of
wheeling electricity,
construction warranty
Guarantee deposits paid 270,704 84,916 and lease
$ 2,712,428 $ 2,713,913
----- End of picture text -----
-
Significant Contingent Liabilities and Unrecognised Contract Commitments
-
(1) The Group entered into equipment purchases and construction cooperation contracts with non-related parties. Capital expenditure contracted for but not yet incurred on December 31, 2025 and 2024 is as follows:
| follows: | ||
|---|---|---|
| Contract for construction machinery procurement (Note) Contract consideration Unpaid amount Construction cooperation contracts Contract consideration Unpaid amount |
December31,2025 1,895,846 $ 779,340 $ December31,2025 1,572,048 $ 1,299,680 $ |
December31,2024 1,889,369 $ |
| 265,262 $ |
||
| December31,2024 | ||
| 32,365 $ |
||
| 13,555 $ |
Note: Equipment purchases contracts mainly include contracts for the purchases of energy storage equipment.
-
(2) As of December 31, 2025 and 2024, relevant information on commitments in relation to the total consideration and the amount of unfulfilled obligation of significant construction contracts that the Group signed with owners is provided in Notes 6(20) and 7(3).
-
(3) As of December 31, 2025 and 2024, the letters of guarantee to be issued by the bank, which are required for performance guarantee under the energy conservation contracting construction and the renewable energy purchase contract, amounted to $131,300 and $79,282, respectively.
~71~
-
(4) The Group 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.
-
(5) The Group 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 Events after the Balance Sheet Date
-
(a) Information about the appropriations of 2025 earnings of the Company is provided in Note 6(19).
-
(b) On January 21, 2026, to expand the business in China and strengthen the competitiveness, the Company’s Board of Directors resolved to propose the Company’s acquisition of a 100% equity interest in Chengdu Xinfuwei Energy Co., Ltd. for total consideration of $124,938.
-
(c) To increase the working capital and introduce strategic investors, the Board of Directors of the Group’s 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.
-
(d) On December 10, 2025, the sole director of the Group’s second-tier subsidiary, Zinxin Energy, resolved to increase capital through issuing 399 thousand new shares with a par value of NT$10 (in dollars) per share, and the effective date was set on January 6, 2026. The Group participated in the capital increase.
12. 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. Therefore, the Group’s capital management is to ensure it has necessary financial resources and operating plans to maintain or adjust capital structure and to meet operational capital for future needs, capital expenditure and obligation repayment within the next year.
~72~
PRINT DATE2026.4.22 20:37:11 DRAFT, SUBJECT TO CHANGES.
(2) Financial instruments
A.Financial instruments by category
==> picture [468 x 434] intentionally omitted <==
----- Start of picture text -----
December 31, 2025 December 31, 2024
Financial assets
Financial assets at amortised cost
Cash and cash equivalents $ 573,909 $ 162,616
Financial assets at amortised cost 242,047 142,084
Notes receivable 26,630 9,013
Accounts receivable
(including related parties) 1,013,243 377,565
Lease receivable 3,009 2,943
Other receivables 7,923 216
Guarantee deposits paid 270,704 84,916
Long-term notes and
accounts receivable 1,770 4,779
$ 2,139,235 $ 784,132
DRAF T
December 31, 2025 December 31, 2024
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings $ 536,900 $ 126,466
Short-term notes and bills payable 289,593 419,027
Accounts payable
(including related parties) 1,120,109 289,216
Other payables 198,899 109,213
Long-term borrowings
(including current portion) 1,696,640 1,815,604
Guarantee deposits received 34,712 27,155
$ 3,876,853 $ 2,786,681
Lease liability $ 330,554 $ 92,448
----- End of picture text -----
B. Financial risk management policies
-
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management policies focus on the unpredictable matters in financial market and seek to minimise potential adverse effects on the Group’s financial condition and financial performance.
-
(b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units.
~73~
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group’s foreign exchange risk mainly arise from the foreign exchange profit (loss) arising from the conversion of cash and cash equivalents denominated in foreign currencies.
-
ii. The Group’s businesses involve some non-functional currency operations (the Group’s functional currency: NTD). The information on assets denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations as of December 31, 2025 (no such transaction as of December 31, 2024) is as follows:
==> picture [421 x 215] intentionally omitted <==
----- Start of picture text -----
December 31, 2025
Foreign currency
amount Book value
(in thousands) Exchange rate (NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD $ 864 31.43 $ 27,180
JPY: NTD 12,863 0.20 2,525
AUD: NTD 120 21.01 2,583
Financial liabilities
Monetary items
USD:NTD $ 12,235 31.43 $ 384,550
----- End of picture text -----
- iii. The total exchange (loss) gain, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2025 and 2024, amounted to ($10,459) and $1,302, respectively.
~74~
- iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
==> picture [419 x 232] intentionally omitted <==
----- Start of picture text -----
Year ended December 31, 2025
Sensitivity analysis
Effect on other
Degree of Effect on comprehensive
variation profit or loss income
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 272 $ -
JPY: NTD 1% 25
AUD: NTD 1% 26
Financial liabilities
Monetary items
USD:NTD 1% $ 3,846 $ -
----- End of picture text -----
Cash flow and fair value interest rate risk
-
i. The Group’s main interest rate risk arises from short-term and long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. The Group’s borrowings are mainly with variable rates. For the years ended December 31, 2025 and 2024, the Group’s borrowings at variable rate were denominated in New Taiwan dollars.
-
ii. On December 31, 2025 and 2024, if the borrowing interest rate had increased by 1% with all other variables held constant, profit, net of tax for the years ended December 31, 2025 and 2024 would have decreased by $17,868 and $15,536 respectively. The main factor is that increase 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 and notes receivable based on the agreed terms, and the contract cash flows stated at amortised cost.
-
ii. 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.
~75~
-
iii. The Group treasury manages the credit risk of cash in banks and other financial instruments based on the Group’s credit policy. Because the Group’s counterparties are determined based on the Group’s internal control, only rated banks with an optimal rating are accepted.
-
iv. The Group has asessed the credit status of counterparties upon provision of services. Thus, it expects that the probability of counterparty default is remote. The Group’s maximum exposure to credit risk at balance sheet date is the carrying amount.
-
v. For the years ended December 31, 2025 and 2024, no credit limits were exceeded during the reporting periods, and management does not expect any significant losses from nonperformance by these counterparties.
-
vi. 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. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.
-
vii. The Group classifies customers’ accounts receivable, contract assets and rents receivable in accordance with customer types. The Group applies the modified approach using a provision matrix to estimate the expected credit loss.
-
viii. The Group used the forecast ability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable (including related parties), notes receivable, lease payments receivable and contract assets. On December 31, 2025 and 2024, the provision matrix is as follows:
| matrix is as follows: | ||
|---|---|---|
| Up to 30 31~60 61~90 Not past due dayspast due dayspast due dayspast due December 31, 2025 Expected loss rate 0.03%~3.74% 0.88%~17.83% 1.09%~21.06% 1.29%~21.15% Total book value 2,663,647 $ 7,335 $ 883 $ 535 $ Loss allowance 3,231 $ 363 $ 106 $ 93 $ December 31, 2024 Expected loss rate 0.03%~0.46% 0.03%~4.84% 0.23%~9.99% 0.41%~10.08% Total book value 695,623 $ - $ 125 $ - $ Loss allowance 1,160 $ - $ 2 $ - $ |
Over 90 dayspast due 100% - $ - $ 100% - $ - $ |
Total |
| 2,672,400 $ 3,793 $ 695,748 $ 1,162 $ |
- ix. Movements in relation to the Group applying the modified approach to provide loss allowance are as follows:
| allowance are as follows: | ||
|---|---|---|
| At January 1 Provision for impairment At December 31 |
2025 1,162 $ 2,631 3,793 $ |
2024 |
| 483 $ 679 |
||
| 1,162 $ |
~76~
-
x. The Group’s financial assets at amortised cost are pledged time deposits and restricted time deposits with extremely low credit risk. Thus, the Group did not recognise significant loss allowance in accordance with 12 months expected credit losses.
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
-
ii. The Company invests surplus cash in interest bearing current accounts and time deposits, choosing instruments with appropriate and sufficient liquidity to respond to and provide sufficient head-room.
iii. The Group has the following undrawn borrowing facilities:
| Floating rate: Expiring within one year Expiring beyond one year |
December31,2025 153,825 $ - 153,825 $ |
December31,2024 120,718 $ - |
|---|---|---|
| 120,718 $ |
- iv. 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. Except that the carrying amounts of notes payable, accounts payable (including related parties), other payables and guarantee deposits received are approximate to the amounts of contractual undiscounted cash flows and those accounts will expire within a year, the amounts of financial liabilities disclosed in the table are the contractual undiscounted cash flows:
| Non-derivative financial liabilities Short-term borrowings Short-term notes and bills payable Lease liability Long-term borrowings (including current portion) Non-derivative financial liabilities Short-term borrowings Short-term notes and bills payable Lease liability Long-term borrowings (including current portion) December 31, 2024 December 31, 2025 |
Less than 1year 542,443 $ 290,000 35,592 248,476 Less than 1year 126,650 $ 420,000 11,999 250,040 |
Between 1 and2year(s) - $ - 33,678 322,158 Between 1 and2year(s) - $ - 11,971 250,229 |
Between 2 and3year(s) - $ - 32,763 235,193 Between 2 and3year(s) - $ - 9,582 244,106 |
Between 3 and5year(s) Over 5years - $ - $ - - 49,264 238,657 1,015,798 - Between 3 and5year(s) Over 5years - $ - $ - - 15,111 58,084 1,255,298 - |
|---|---|---|---|---|
~77~
- v. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
-
(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. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
-
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 equity investment without active market is included in Level 3.
-
-
B. Financial instruments not measured at fair value
- The carrying amounts of cash and cash equivalents, financial assets at amortised cost, notes receivable, accounts receivable (including related parties), net lease payments receivable under finance lease,other receivables, long-term notes and accounts receivable, guarantee deposits paid, short-term borrowings, short-term notes and bills payable, accounts payable (including related parties), other payables, long-term borrowings (including current portion) and guarantee deposits received are approximate to their fair values.
-
C. Financial instruments measured at fair value
- The related information of 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 is as follows:
| December31,2025 Asserts Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities |
level 1 - $ |
level 2 - $ |
level3 13,514 $ |
Total |
|---|---|---|---|---|
| 13,514 $ |
-
D. 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 3) are listed below by characteristics:
Quoted price
Unlisted (unquoted) shares Income approach
- (b) Except for financial instruments, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.
~78~
-
(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 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. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
(e) 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.
-
E. For the years ended December 31, 2025 and 2024, there was no transfer between Level 1 and Level 2.
-
F. The following chart is the movement of Level 3 for the years ended December 31, 2025 and 2024:
| At January 1 Acquired in the period At December 31 |
2025 |
|---|---|
| Equityinstruments | |
| - $ 13,514 |
|
| 13,514 $ |
-
G. For the years ended December 31, 2025 and 2024, there was no transfer into or out from Level 3.
-
H. Finance 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.
~79~
- I. 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:
Significant Range Relationship Fair value as of Valuation unobservable (weighted of inputs to December 31, 2025 technique input average) fair value
Non-derivative equity instrument:
The higher the Discount for lack discount for lack Income of marketability 15.57% Unlisted shares $ 13,514 of marketability, approach and control ~23.90% the lower the fair premium value
13. Supplementary Disclosures
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: Please refer to table 1.
-
C. Holding of significant marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.
-
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 3.
-
E. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.
-
F. Significant inter-company transactions during the reporting period: None.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 5.
(3) Information on investments in Mainland China
Non
~80~
14. Segment Information
(1) General information
-
A.Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions.
-
B.The Group’s Chief Operating Decision-Maker manages the business from each company’s perspective.
(2) Measurement of segment information
The Board of Directors assesses the performance of the operating segments based on the operating income.
(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:
| Segment revenue Segment income (loss) Depreciation and amortisation Segment assets Segment revenue Segment income (loss) Depreciation and amortisation Segment assets YearendedDecember31,2024 YearendedDecember31,2025 |
Foxwell Energy 4,651,377 $ 449,893 $ ( 205,781 $ 6,429,790 $ Foxwell Energy 1,881,929 $ 95,913 $ ( 161,062 $ 3,891,276 $ |
Foxwell Certification 22,519 $ 1,100) $ 3,095 $ 19,936 $ Foxwell Certification 4,656 $ 11,359) $ 1,398 $ 24,140 $ |
Billion Sun Energy Storage - $ 42 $ - $ - $ Billion Sun Energy Storage - $ - $ - $ - $ |
HuijieEnergy - $ - $ - $ 300,071 $ HuijieEnergy - $ - $ - $ - $ |
Smart Power System 326,245 $ 23,443 $ 7,102 $ 868,562 $ Smart Power System - $ - $ - $ - $ |
Adjustment and elimination 10,083) ($ 17,939) ($ 10,138 $ 231,892) ($ Adjustment and elimination - $ - $ - $ 14,195) ($ |
Total |
|---|---|---|---|---|---|---|---|
| 4,990,058 $ |
|||||||
| 454,339 $ |
|||||||
| 226,116 $ |
|||||||
| 7,386,467 $ |
|||||||
| Total | |||||||
| 1,886,585 $ |
|||||||
| 84,554 $ |
|||||||
| 162,460 $ |
|||||||
| 3,901,221 $ |
(4) Reconciliation for segment income (loss)
The external revenue and segment profit (loss) reported to the Chief Operating Decision-Maker are measured in manner consistent with revenue and profit (loss) before tax in the financial statements. Therefore, no reconciliation was needed.
~81~
(5) Geographical information
Geographical information for the years ended December 31, 2025 and 2024 is as follows:
| YearendedDecember31,2025 | YearendedDecember31,2025 | YearendedDecember31,2025 | YearendedDecember31,2024 | YearendedDecember31,2024 | |
|---|---|---|---|---|---|
| Non-current | Non-current | ||||
| Revenue | assets | Revenue | assets | ||
| Taiwan | 4,990,058 $ |
$ | 3,651,474 |
1,886,585 $ |
2,806,172 $ |
(6) Major customer information
Major customer information of the Group for the years ended December 31, 2025 and 2024 is as follows:
| is as follows: | ||
|---|---|---|
| A C D E F |
Revenue Segment 344,985 $ Foxwell Power - Foxwell Power 208,428 Foxwell Power 2,723,061 Foxwell Power 251,642 Foxwell Power 3,528,116 $ YearendedDecember31,2025 |
Revenue Segment 347,734 $ Foxwell Power 256,190 Foxwell Power 219,538 Foxwell Power - Foxwell Power 83,868 Foxwell Power 907,330 $ Year ended December 31, 2024 |
| Revenue 344,985 $ - 208,428 2,723,061 251,642 3,528,116 $ |
Revenue 347,734 $ 256,190 219,538 - 83,868 907,330 $ |
~82~
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
Foxwell Power Co., Ltd. and subsidiaries
Provision of endorsements and guarantees to others
Year ended December 31, 2025
| Number | Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
(Note 1)Limit on endorsements/ guarantees provided for a single party |
Maximum outstanding endorsement /guarantee amount as of December 31, 2025 |
Outstandin gendorsement /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/gua rantor company |
(Note 2)Ceiling on total amount of 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname | Relationship with the endorser/guarantor |
|||||||||||||
| 1 | Smart Power System Co., Ltd. |
BL ANAKIE SOLAR PTY LTD |
Investee companies of subsidiaries |
321,071 $ |
40,541 $ |
40,541 $ |
- $ |
- $ |
6.31 | 642,142 $ |
N | N | N |
Note 1:Calculation for limit on endorsements/guarantees provided for a single party is as follows:
For subsidiaries whose shares are 90% or above held by the Company,ceilimg on total amount of endorsements and guarantees provided by the Company is 50% of the Company’s net asset value; limit on endorsements and guarantees provided by the Company for a single party is 40% of the Company’s net asset value.
Ceiling on total amount of endorsements and guarantees provided by Smart Power System Co., Ltd. is 50% of Smart Power System Co., Ltd.’s net asset value. Note 2:Calculation for limit on endorsements/guarantees provided is as follows:
The Company’s and subsidiaries’ endorsements and guarantees to others should not exceed 50% of the Company’s net assets based on the latest audited or reviewed financial statements.
Smart Power System Co., Ltd.’s and its subsidiaries’ endorsements and guarantees to others should not exceed 100% of the company’s net assets based on the latest audited or reviewed financial statements.
Table 1, Page 1
Foxwell Power Co., Ltd. and subsidiaries
Table 2
Expressed in thousands of NTD
Holding of material marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
December 31, 2025
(Except as otherwise indicated)
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2025 | As of December 31, 2025 | As of December 31, 2025 | As of December 31, 2025 | Footnote |
|---|---|---|---|---|---|---|---|---|
| Number of shares | Book value | Ownership (%) | Fair value | |||||
| Smart Power System Australia Pty Ltd |
BL ANAKIE SOLAR PTY LTD |
An investee of the Company | Non-current financial assets at fair value through other comprehensive income |
643 | 13,514 $ |
19.24% | 13,514 $ |
Note: The above disclosure requirement is based on a carrying amount reaching $10,000 thousand.
Table 2, Page 1
Table 3
Expressed in thousands of NTD (Except as otherwise indicated)
Foxwell Power Co., Ltd. and subsidiaries
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
Year ended December 31, 2025
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases(sales) | Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable(payable) |
||||
| The Company | Billion Sun Energy Storage Technologies Inc. |
Associates | Sales | 2,723,061) ($ |
58.54) ( |
Note 1 | Note 1 | Note 1 | 571,500 $ |
57.00 |
Note 1: Refer to Note 7(3)A for details.
Table 3, Page 1
Foxwell Power Co., Ltd. and subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
December 31, 2025
| December 31, 2025 | December 31, 2025 | December 31, 2025 | December 31, 2025 | December 31, 2025 | ||||
|---|---|---|---|---|---|---|---|---|
| Table 4 | Expressed in thousands of NTD (Except as otherwise indicated) |
|||||||
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2025 |
Turnover rate | Overdue receivables | (Note 1)Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|
| Amount Action taken |
||||||||
| The company | Billion Sun Energy Storage Technologies Inc. |
Associates | 571,500 $ |
9.53 | - $ |
Not Applicable | - $ |
NA |
Note: Collection data as of February 28, 2026.
Table 4,Page 1
Foxwell Power Co., Ltd. and subsidiaries
Information on investees
Table 5
Year ended December 31, 2025
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31, 2025 | Shares held as at December 31, 2025 | Shares held as at December 31, 2025 | Net profit (loss) of the investee for the year ended December 31,2025 |
Investment income(loss) recognised 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 | |||||||||
| The Company | Foxwell Certification Co., Ltd. | Taiwan | Energy technical services | 28,650 $ |
28,650 $ |
2,865 | 95.50 | 13,190 $ |
1,100) ($ |
1,051) ($ |
|
| The Company | Cheng Shin Digital CO., LTD. | Taiwan | Energy technical services | 48,436 | 48,436 | 4,844 | 49.00 | 35,224 | 840 | 1,265 | Note 1 |
| The Company | Billion Sun Energy Storage Technologies Inc. |
Taiwan | Energy technical services | 369,215 | - | 39,240 | 30.00 | 129,550 | 24 | 255,862) ( |
Note 2 |
| The Company | Huijie Energy Co., Ltd. | Taiwan | Energy technical services | 500 | - | 50 | 100.00 | 500 | - | - | |
| The Company | �Smart Power System Co., Ltd. | Taiwan | Energy technical services | 696,171 | - | 8,160 | 51.00 | 609,645 | 35,439 | 4,679 | Note 2 |
| Smart Power System Co., Ltd. |
Hong Ju Energy Co., Ltd. | Taiwan | Energy Storage Project Development |
3,900 | 3,900 | 679 | 30.00 | 7,199 | 417) ( |
746) ( |
|
| Smart Power System Co., Ltd. |
Fujin Energy Technology Co., Ltd. | Taiwan | Overseas energy storage site development |
12,500 | 12,500 | 1,250 | 40.00 | 4,052 | 13,838) ( |
6,778) ( |
|
| Smart Power System Co., Ltd. |
Billion Power System Technologies INC. |
Taiwan | Power facility inspection and maintenance administration |
- | 4,900 | - | - | - | 4,289 | 2,102 | |
| Smart Power System Co., Ltd. |
Zhixin Energy Co., Ltd. | Taiwan | Energy storage equipment services and professional management services |
6,010 | 1,000 | 601 | 100.00 | 8,298 | 2,200 | 2,200 | |
| Smart Power System Co., Ltd. |
Smart Power System Australia Pty Ltd. |
Australia | Energy technical services | 13,390 | - | 700 | 100.00 | 14,271 | 417) ( |
417) ( |
Note 1: Include realised profit (loss) from sales.
Note 2: Include unrealised profit (loss) from sales.
Table 5, Page 1