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FWP — Audit Report / Information 2025
May 4, 2026
52682_rns_2026-05-04_201e19a5-6f26-4aad-8f8b-77846eb20c33.pdf
Audit Report / Information
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FOXWELL POWER CO., LTD.
PARENT COMPANY ONLY 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.
DECEMBER 31, 2025 AND 2024 PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT
TABLE OF CONTENTS
| Contents | Page/Number/Index |
|---|---|
| 1. Cover Page 2. Table of Contents 3. Independent Auditors’ Report 4. Parent Company Only Balance Sheets 5. Parent Company Only Statements of Comprehensive Income 6. Parent Company Only Statements of Changes in Equity 7. Parent Company Only Statements of Cash Flows 8. Notes to the Parent Company Only Financial Statements (1) History and Organisation (2) The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation (3) Application of New Standards, Amendments and Interpretations (4) Summary of Material Accounting Policies (5) Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty (6) Details of Significant Accounts |
1 2 ~ 4 5 ~ 12 13 ~ 14 15 16 17 18 ~ 66 18 18 18 ~ 19 19 ~ 29 30 30 ~ 52 |
~2~
Contents Page/Number/Index
| (7) Related party Transactions |
53 ~ 58 | |
|---|---|---|
| (8) Pledged Assets |
59 | |
| (9) Significant Contingent Liabilities and Unrecognised Contract |
59 ~ 60 | |
| Commitments | ||
| (10) Significant Disaster Loss | 60 | |
| (11) Significant Events after the Balance Sheet Date | 60 | |
| (12) Others | 60 ~ 66 | |
| (13) Supplementary Disclosures | 66 | |
| 9. | Statements of Major Accounting Items | |
| Statement of Cash and Cash Equivalents | statement 1 | |
| Statement of Accounts Receivable | statement 2 | |
| Statement of Changes in Investments Accounted for Using the Equity | statement 3 | |
| Method | ||
| Statement of Changes in Property, Plant and Equipment | statement 4 | |
| Statement of Changes in Accumulated Depreciation of Property, Plant and | statement 5 | |
| Equipment | ||
| Statement of Short-Term Borrowings | statement 6 | |
| Statement of Short-Term Bills Payable | statement 7 | |
| Statement of Accounts Payable | statement 8 | |
| Statement of Long-Term Borrowings | statement 9 | |
| Statement of Operating Revenue | statement 10 | |
| Statement of Operating Costs | statement 11 |
~3~
| Contents | Page/Number/Index |
|---|---|
| Statement of Administrative Expenses Summary Statement of Current Period Employee Benefits, Depreciation, Depletion and Amortization Expenses By Function |
statement 12 statement 13 |
~4~
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR 25000458
To the Board of Directors and Stockholders of Foxwell Power Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Foxwell Power Co., Ltd. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 parent company only financial statements section of our report. We are independent of the Company 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 Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only 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 Company’s 2025 parent company only financial statements are stated as follows:
Recognition of construction revenue - assessment on the stage of completion
Description
Please refer to Note 4(24) 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(19) for details of contract assets, contract liabilities and construction revenue, which amounted to NT$1,387,880 thousand, NT$58 thousand and NT$2,993,033 thousand, respectively, as of December 31, 2025.
The Company’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.
~6~
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
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(25) in the parent company only 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 on the stage of completion:
- 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 journal entries reflecting the allocation results (shown as “investment accounted for using equity method” based on the purchase price allocation report. Additionally, confirmed the accuracy of the recognised amounts.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’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 Company 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 Company’s financial reporting process.
~9~
Auditors’ responsibilities for the audit of the parent company only financial
statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
~10~
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the company 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 parent company only 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 30, 2026
------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only 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 parent company only 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.
~12~
FOXWELL POWER CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) and 8 6(19) and 7 6(3) 6(3) 7 6(8) 6(4) 6(2) and 8 6(5) and 7 6(6) and 8 6(7) and 7 6(9) 6(24) 7 and 8 6(8) |
December 31, 2025 AMOUNT % $384,095629,650-1,387,8802222,630-370,8856602,19992,085-149-112,99729,734-2,922,30445111,7212788,109132,308,4813680,39117,845-655-5,985-202,52931,770-3,507,48655$6,429,790100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
AMOUNT$384,09529,6501,387,88022,630370,885602,1992,085149112,9979,7342,922,304111,721788,1092,308,48180,3917,8456555,985202,5291,7703,507,486$6,429,790 |
AMOUNT$151,16928,501299,5209,013267,210108,9102,044209178,2482271,045,051113,58348,1542,497,67686,59312,112565-83,6873,8552,846,225$3,891,276 |
% | ||
| 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 1535 Non-current financial assets at amortised cost 1550 Investments accounted for under 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. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2025 Notes AMOUNT % 6(10) $536,90086(11) 289,59356(19) and 7 822-971,498157 21,071-6(12) and 7 100,6132160,85531,640-7 8,910-6(13) 205,2143782-2,297,898366(13) 1,491,42623523-6(24) --7 73,535122,468-1,587,952243,885,850606(16) 738,286126(17) 1,383,344216(18) 16,900-500,7288306-6(16) (95,624) (1)2,543,940409 11 $6,429,790100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|
AMOUNT$126,466419,0271,293289,16452106,53120,4381,2058,154198,9642,6831,173,9771,616,6401,050280,13626,1371,723,9652,897,942600,000254,3358,407130,592--993,334$3,891,276 |
% | ||
| 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 libialities 2540 Long-term borrowings 2550 Provisions for liabilities - non-current 2570 Deferred 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 3XXX Total equity Significant Contingent Liabilities and Unrecognised Contract Commitments Significant Events after the Balance Sheet Date 3X2X Total liabilities and equity |
311-7-31--5- |
||
30 |
|||
41--21 |
|||
44 |
|||
74 |
|||
167-3-- |
|||
26 |
|||
100 |
The accompanying notes are an integral part of these parent company only financial statements.
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FOXWELL POWER CO., LTD. PARENT COMPANY ONLY 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(19) and 7 $4,651,377100$1,881,9291006(20)(21) and 7 (3,526,588) (76) (1,586,688) (84)1,124,78924295,24116(258,166) (5)--866,62319295,241166(20)(21) and 7 (175,863) (4) (97,089) (5)-- (10,288) (1)12(2) (2,064)- (679)-(177,927) (4) (108,056) (6)688,69615187,185106(2) 4,129-1,841-195-7,108-6(22) (10,462)- (9,635) (1)6(23) and 7 (64,630) (1) (47,033) (2)6(5) 7,197- (26,653) (1)(63,571) (1) (74,372) (4)625,12514112,81366(24) (175,232) (4) (27,884) (1)$449,89310$84,9295$306-$--$306-$--$450,19910$84,92956(25) $6.34$1.426(25) $6.19$1.37 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized loss from sales 5950 Gross profit from operations Operating 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 7070 Share of profit (loss) 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 on translation 8300 Other comprehensive income 8500 Total comprehensive income for the year Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
~15~
FOXWELL POWER CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year 2024 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 Changes in ownership of subsidiaries Balance at December 31 Year 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 | Ordinaryshare | Capital Surplus | Capital Surplus | Capital Surplus | Others | Retained | Earnings Unappropriated retained earnings |
Earnings Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Treasuryshares | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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(18) 6(15) 6(5) 6(18) 6(15) 6(16) 6(16) 6(16) 6(5) |
$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 |
$- - - - - - - 735 $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 |
$--------$-$--306306---------$306 |
$- - - - - - - - $- $- - - - - - - - - - (95,624) - - ($95,624) |
$936,883 84,929 - 84,929 (30,000)- 787 735 $993,334 $993,334 449,893 306 450,199 (70,500)- 1,983 898,021 346,171 878 (95,624)3,282 16,196 $ 2,543,940 |
The accompanying notes are an integral part of these parent company only financial statements.
~16~
FOXWELL POWER CO., LTD. PARENT COMPANY ONLY 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 loss of associates and joint ventures accounted for using equity method Interest expense Interest income Warranty (reversal) expenses Share-based payments Changes in operating assets and liabilities Changes in operating assets Current contract assets Notes receivable Accounts receivable Accounts receivable due from related parties Lease payments receivable Other receivables Prepayments Other current assets Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Accounts payable to related parties Other payables Other current liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal (acquistion) of financial assets at amortised cost Acquisition of investments accounted for using equity method 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 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 Cash capital increase Cash dividends Net cash flows from financing activities 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 $625,125 $112,81312(2) 2,0646796(6)(7)(20) 201,179156,4876(9)(20) 4,6024,5756(5) 250,96926,6536(23) 64,63047,033(4,129 ) (1,841 )6(20) (92 )1,1826(15) 1,983787(1,088,360 ) (197,249 )(13,617 )2,740(105,739 ) (130,587 )(493,289 ) (104,417 )2,0442,0046015,91065,251 (31,845 )(9,507 )265(471 ) (6,445 )- (17,555 )682,334144,74521,0193069,63911,221(1,901 ) 2,577 273,79439,7624,1291,841(61,099 ) (47,033 )(34,907 ) (19,141 )181,917 (24,571 )713 (81,609 )6(5) and 7 (719,715 ) (66,596 )6(26) (81,945 ) (311,504 )6(6)(26) - (14,881 )6(9) (335 )-(5,985 ) (24,431 )(118,842 ) (21,485 )(926,109 ) (520,506 )6(27) 761,900126,4666(27) (351,466 )-6(27) (129,434 )169,0846(27) 80,0002,423,5836(27) (198,964 ) (2,186,538 )6(27) and 7 (8,770 ) (7,654 )6(27) (3,669 ) (2,522 )6(16) 898,021-6(18) (70,500 ) (30,000 )977,118 492,419 232,926 (52,658 )151,169 203,827 $384,095 $151,169 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
~17~
FOXWELL POWER CO., LTD. NOTES TO THE PARENT COMPANY ONLY 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. 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.
2. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
These parent company only 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:
| (2) | New Standards, Interpretations and Amendments Effective date by International Accounting Standards Board Amendments to IAS 21, ‘Lack of exchangeability’ January 1, 2025 The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment. Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Company |
|---|---|
New standards, interpretations and amendments endorsed by the FSC effective from 2026 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 9 and IFRS 7, ‘Amendments to the classification | January 1, 2026 |
| and measurement of financial instruments’ | |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature- | January 1, 2026 |
| dependent electricity’ |
~18~
| New Standards,InterpretationsandAmendments IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – comparative information’ Annual Improvements to IFRS Accounting Standards—Volume 11 |
Effective date by International Accounting StandardsBoard January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2026 |
|---|---|
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’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:
| New Standards, Interpretations and Amendments Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 18, ‘Presentation and disclosure in financial statements’’ IFRS 19, ‘Subsidiaries without public accountability: disclosures’ Amendments to IAS 21, ‘Translation to a Hyperinflationary Presentation Currency’ |
Effective date by International Accounting Standards Board To be determined by International Accounting Standards Board January 1, 2027 (Note) January 1, 2027 January 1, 2027 |
|---|---|
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 Company’s financial condition and financial performance based on the Company’s assessment.
IFRS 18, ‘Presentation and disclosure in financial statements’
IFRS 18, ‘Presentation and disclosure in financial statements’ replaces IAS 1. The standard introduces
a defined structure of the statement of profit or loss, disclosure requirements related to 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 parent company only financial statements
are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
(2) Basis of preparation
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A. The parent company only financial statements have been prepared under the historical cost convention.
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B. The preparation of financial statements in conformity with 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”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(3) Foreign currency translation
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The 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 foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
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B. Translation of foreign operations
The operating results and financial position of all the Company entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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i. 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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ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
iii. All resulting exchange differences are recognised in other comprehensive income.
(4) Classification of current and non-current items
The construction contracts contracted by the Company 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 that are expected to be realised, or are intended to be sold or consumed in the normal operating cycle;
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(b) Assets that are held primarily for the purpose of trading;
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(c) Assets that are expected to be realised within twelve months after the reporting period;
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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 for at least twelve months after the reporting period.
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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 in the normal operating cycle;
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(b) Liabilities held that are held primarily for the purpose of trading;
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(c) Liabilities that are due to be settled within twelve months after the reporting period;
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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.
(5) 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 Company’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 Company 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 Company’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.
(6) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Company 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.
(7) Impairment of financial assets
For financial assets at amortised cost and lease receivables, at each reporting date, the Company 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 Company recognises the impairment provision for lifetime ECLs.
(8) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (9) 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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(10) Investments accounted for using equity method - subsidiaries and associates
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A. Subsidiaries are all entities controlled by the Company. The Company controls and entity when the Company 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.
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B. Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Company are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
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C. The Company’s share of its subsidiaries’ 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 Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company recognise loss continuously in proportion to its ownership.
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D. Associates are all entities over which the Company 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 recognized at cost.
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E. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate (including any other unsecured receivables), the Company does not recognise further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.
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F. The excess of the Company’s share of the net fair value of the identifiable assets and liabilities of associates and joint ventures over the acquisition cost at the date of acquisition is recognised in profit or loss for the current period.
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G. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises change in ownership interests of the associate in ‘capital surplus’ in proportion to its ownership.
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H. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’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 Company.
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I. When the Company disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized 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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J. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) and other comprehensive income of the current period in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the financial statements prepared with basis for consolidation. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the financial statements prepared with basis for consolidation.
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(11) 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 Company 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:
- Machinery and equipment 5 ~ 15 years Office equipment 3 ~ 5 years Leasehold improvements 7 years Other equipment 3 years
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(12) 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 Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
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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 Company 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.
(13) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 5 years.
(14) Impairment of non-financial assets
The Company 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. 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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(15) 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.
(16) 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.
(17) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(18) Provisions
Provisions for warranties are recognised when the Company 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.
(19) 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.
- B. Pensions
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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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 Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
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(20) Employee share based payment
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market 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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(21) 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 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 Company 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.
(22) 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.
-
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.
(23) 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.
(24) Revenue recognition
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A. Construction contract revenue
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(a) The Company 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 Company’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 Company bills monthly at the amount to which the Company 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.
-
B. Service revenue
- The Company'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 Company 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.
-
(25) Business combinations
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A. The Company 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 acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Company 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.
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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.
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5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of parent company only financial statements requires management to make critical judgements in applying the Company’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 Company’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 labour expenses, etc., which may affect the calculation of construction profit or loss. The transaction price of unfulfilled obligations under the Company’s construction contracts is provided in Note 6(19).
6. Details of Significant Accounts
(1) Cash and cash equivalents
| te 6(19). tails of Significant Accounts Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits |
December31,2025 50 $ 384,045 384,095 $ |
December31,2024 50 $ 151,119 |
| 151,169 $ |
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A. The Company 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.
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B. As of December 31, 2025 and 2024, cash and cash equivalents amounting to $141,371 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 amortised cost
| Items Current items: Restricted bank deposits Pledged time deposits Non-current items :Restricted bank deposits Pledged time deposits |
December31,2025 982 $ 28,668 29,650 $ 64,104 $ 47,617 111,721 $ |
December31,2024 |
|---|---|---|
| - $ 28,501 |
||
| 28,501 $ |
||
| 66,058 $ 47,525 |
||
| 113,583 $ |
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- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| Years ended | December31, | December31, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Interest income | $ | 748 |
$ | 586 |
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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 Company was $141,371 and $142,084, respectively.
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C. Details of the Company’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
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D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Company’s investments in certificates of deposit are financial institutions with high credit quality, so the Company expects that the probability of counterparty default is remote.
(3) Notes and accounts receivable, net (including related parties)
| December31,2025 Notes receivable 22,630 $ Accounts receivable 307,431 Accounts receivable – related parties 602,199 Construction receivable 66,680 Less: Allowance for bad debts 3,226) ( ( 995,714 $ |
December 31, 2024 9,013 $ 252,945 108,910 15,427 1,162) 385,133 $ |
|---|---|
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A. Details of the ageing analysis of accounts receivable are provided in Note 12(2) and the ageing of notes receivable are not overdue.
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B. As of December 31, 2025 and 2024, accounts receivable and notes receivable (including longterm notes and accounts receivable) were all from contracts with customers. And as of January 1, 2024, the balance of receivables from contracts with customers amounted to $157,441.
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C. The Company has no notes and accounts receivable pledged to others.
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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 Company’s notes and accounts receivable (including long-term notes and accounts receivable) was $999,569 and $391,032, respectively.
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E. The Company does not hold any collateral as security.
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F. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2).
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(4) Prepayments
| Prepayments | ||
|---|---|---|
| Prepayments for construction Excess business tax paid / overpaid VAT Prepaid consulting fees Others |
December31,2025 29,516 $ 3,801 67,020 12,660 112,997 $ |
December31,2024 134,427 $ 30,228 - 13,593 |
| 178,248 $ |
(5) Investments accounted for using equity method
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December 31, 2025 December 31, 2024
Investee companies Carrying amount Ownership (%) Carrying amount Ownership (%)
Subsidiary
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| Foxwell Certification Co., Ltd. Huijie Energy Co., Ltd. Smart Power System Co., Ltd. Associate Cheng Shin Digital CO., Ltd. Billion Sun Energy Storage Technologies Inc |
13,190 $ 95.50% 500 100.00% 609,645 51.00% 35,224 49% 129,550 30% 788,109 $ |
14,195 $ 95.50% - - - - 33,959 49% - - 48,154 $ |
|---|---|---|
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A. Please refer to Note 4(3) in the consolidated financial statements for the year ended December 31, 2025 for the information regarding the Company’s subsidiaries.
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B. For the years ended December 31, 2025 and 2024, the share of loss of investments accounted for using the equity method amounted to $250,969 and $26,653, respectively, which were recognised based on the investees’ financial statements of the same reporting period that were audited by independent auditors.
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C. On January 12, 2024 and May 21, 2024, the Company participated in the capital increase raised by Cheng Shin Digital Co., Ltd. in the amount of $40,670 and $7,276, respectively. The shareholding
-
ratio both remains at 49% after the capital increase.
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D. On May 2, 2024, the Company participated in the cash capital increase raised by Foxwell Certification Co., Ltd. in the amount of $18,650. The shareholding ratio was 95.50% after the capital increase, and the Company recognised capital surplus of $735.
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E. On April 1, 2025, the Company acquired a 100% equity interest in Billion Sun Energy Storage Technologies Inc. (“Billion Sun Energy Storage”) in the amount of $46,815. 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.
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F. On May 13, 2025, the Company invested $500 and obtained a 100% equity interest in Huijie Energy Co., Ltd. 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.
-
G. 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. 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.
-
H. 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 ($257,312) and ($12,737), respectively, were eliminated and shown as deductions on “investments accounted for using the equity method”.
-
I. Associates
The carrying amount of the Company’s interests in all individually immaterial associates and the Company’s share of the operating results are summarised below:
- (a) As of December 31, 2025 and 2024, the carrying amount of the Company’s immaterial associate amounted to $164,774 and $33,959, respectively.
~33~
(b) For the years ended December 31, 2025 and 2024, the Company’s share of the operating results in the immaterial associate:
| in the immaterial associate: | |||
|---|---|---|---|
| Years ended | December31, | ||
| 2025 | 2024 | ||
| Loss for the year from continuing operations | ($ | 254,597) | 15,669) ($ |
| Total comprehensive income for the year | ($ | 254,597) | 15,669) ($ |
(6) Property, plant and equipment
| Machinery Leasehold At January 1, 2025 and equipment improvements Cost 2,669,243 $ 6,305 $ Accumulated depreciation 177,235) ( 1,394) ( 2,492,008 $ 4,911 $ 2025 Opening net book amount as at January 1 2,492,008 $ 4,911 $ Additions 1,711 - Depreciation expense 190,613) ( 907) ( Closing net book amount as at December 31 2,303,106 $ 4,004 $ At December 31, 2025 Cost 2,670,954 $ 6,305 $ Accumulated depreciation 367,848) ( 2,301) ( 2,303,106 $ 4,004 $ Machinery Leasehold Office and equipment improvements equipment At January 1, 2024 Cost 192,858 $ 2,030 $ 1,056 $ Accumulated depreciation 29,210) ( 841) ( 119) ( 163,648 $ 1,189 $ 937 $ 2024 Opening net book amount as at January 1 163,648 $ 1,189 $ 937 $ Additions 91 939 190 Reclassifications 2,476,294 3,336 - Depreciation expense 148,025) ( 553) ( 370) ( Closing net book amount as at December 31 2,492,008 $ 4,911 $ 757 $ At December 31, 2024 Cost 2,669,243 $ 6,305 $ 1,246 $ Accumulated depreciation 177,235) ( 1,394) ( 489) ( 2,492,008 $ 4,911 $ 757 $ |
Office equipment Total 1,246 $ 2,676,794 $ 489) ( 179,118) ( 757 $ 2,497,676 $ 757 $ 2,497,676 $ 1,146 2,857 532) ( 192,052) ( 1,371 $ 2,308,481 $ 2,392 $ 2,679,651 $ 1,021) ( 371,170) ( 1,371 $ 2,308,481 $ Other Unfinished equipment Construction Total 249 $ 2,168,949 $ 2,365,142 $ 220) ( - 30,390) ( 29 $ 2,168,949 $ 2,334,752 $ 29 $ 2,168,949 $ 2,334,752 $ - 284,874 286,094 - 2,453,823) ( 25,807 29) ( - 148,977) ( - $ - $ 2,497,676 $ - $ - $ 2,676,794 $ - - 179,118) ( - $ - $ 2,497,676 $ |
Office equipment Total 1,246 $ 2,676,794 $ 489) ( 179,118) ( 757 $ 2,497,676 $ 757 $ 2,497,676 $ 1,146 2,857 532) ( 192,052) ( 1,371 $ 2,308,481 $ 2,392 $ 2,679,651 $ 1,021) ( 371,170) ( 1,371 $ 2,308,481 $ Other Unfinished equipment Construction Total 249 $ 2,168,949 $ 2,365,142 $ 220) ( - 30,390) ( 29 $ 2,168,949 $ 2,334,752 $ 29 $ 2,168,949 $ 2,334,752 $ - 284,874 286,094 - 2,453,823) ( 25,807 29) ( - 148,977) ( - $ - $ 2,497,676 $ - $ - $ 2,676,794 $ - - 179,118) ( - $ - $ 2,497,676 $ |
|---|---|---|
| 2,365,142 $ 30,390) ( |
||
| 2,334,752 $ |
||
| 2,334,752 $ 286,094 25,807 148,977) ( |
||
| 2,497,676 $ |
||
| 2,676,794 $ 179,118) ( |
||
| 2,497,676 $ |
~34~
- 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:
| Years ended | December31, | December31, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount capitalised | $ | - |
$ | 14,881 |
| Range of the interest rates for capitalisation | - |
1.6%~2.689% |
-
B. Information about the Company’s property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
-
- -
(7) Lease transactions lessee
-
A. The Company 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.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land use right Buildings Transportation equipment Office equipment Land use right Buildings Transportation equipment Office equipment Less: Capitalisation depreciation |
December31,2025 December 31, 2024 Bookvalue Book value 66,978 $ 71,708 $ 11,749 13,644 1,498 1,241 166 - 80,391 $ 86,593 $ Years ended December 31, |
December31,2025 December 31, 2024 Bookvalue Book value 66,978 $ 71,708 $ 11,749 13,644 1,498 1,241 166 - 80,391 $ 86,593 $ Years ended December 31, |
|---|---|---|
| 2025 Depreciationexpense 4,729 $ 3,592 712 94 - ( 9,127 $ |
2024 Depreciationexpense |
|
| 4,729 $ 3,358 374 - 951) |
||
| 7,510 $ |
- C. For the years ended December 31, 2025 and 2024, the additions to right-of-use assets were $2,925 and $4,444, respectively.
~35~
- D. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Expense on leases of low-value assets |
2025 2024 1,822 $ 1,932 $ 7,678 1,021 69 82 Years endedDecember31, |
|---|---|
- E. For the years ended December 31, 2025 and 2024, the Company’s total cash outflow for leases were $18,339 and $10,689, respectively.
(8) Leasing arrangements – lessor
-
A. The Company leases various assets including energy-saving equipment. Rental contracts are made for periods of 6 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. The Company leases machinery and equipment 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, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Finance income from the net investment in | ||||
| the finance lease | $ | 99 |
$ | 140 |
| The maturity analysis of the undiscounted lease payments in the finance lease is as follows: | ||||
| December31, | 2025 | December31, | 2024 | |
| Within 1 year | $ | 2,143 |
$ | 2,143 |
| Within 2 years | 1,786 | 2,143 | ||
| Within 3 years | - | 1,787 | ||
| Within 4 years | - | - | ||
| Within 5 years | - | - | ||
| $ | 3,929 | $ | 6,073 |
-
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:
| provided as follows: | ||||
|---|---|---|---|---|
| Undiscounted lease payments Unearned finance income ( Net investment in the lease |
December | Non-current 1,786 $ 16) ( 1,770 $ 31,2025 |
December | Non-current 3,930 $ 75) 3,855 $ 31,2024 |
| Current 2,143 $ 58) ( 2,085 $ |
Current 2,143 $ 99) ( 2,044 $ |
- E. The Company has no overdue lease receivables from the lessee, and the amount of loss arising from credit risk is assessed to be insignificant.
~36~
(9) Intangible assets
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Computersoftware | Computersoftware | |||||
| At January 1 | ||||||
| Cost | $ | 22,873 |
$ | 22,873 |
||
| Accumulated amortisation | ( | 10,761) |
( | 6,186) |
||
| $ | 12,112 | $ | 16,687 | |||
| Opening net book amount as at January 1 | $ | 12,112 |
$ | 16,687 |
||
Additions-acquired separately |
335 | - |
||||
| Amortisation charge | ( | 4,602) |
( | 4,575) |
||
| Closing net book amount as at December 31 | $ | 7,845 | $ | 12,112 |
||
| At December 31 | ||||||
| Cost | $ | 23,208 |
$ | 22,873 |
||
| Accumulated amortisation | ( | 15,363) |
( | 10,761) |
||
| $ | 7,845 | $ | 12,112 |
Details of amortisation on intangible assets are as follows:
| )Short-term borrowings )Short-term notes and bills payable Administrative expenses Type of Borrowings Bank borrowings Unsecured borrowings Type of Borrowings Bank borrowings Unsecured borrowings Commercial papers Discount amortisation Interest rate range |
December 31, | December 31, | |
|---|---|---|---|
| $ | |||
| ( |
(10) Short-term borrowings
(11) Short-term notes and bills payable
There was no collateral pledged for the above short-term notes and bills payable.
~37~
(12) Other payables
| Payables for machinery and equipment Salary and bonus payable Employees' dividends and directors' and supervisors' remuneration payable Others |
December31,2025 December31,2024 1,900 $ 80,988 $ 29,336 9,238 47,090 7,280 22,287 9,025 100,613 $ 106,531 $ |
|---|---|
- (13) 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. Less: Current portion |
Interest raterange 2.726% 2.726% 2.67% 2.726% 2.726% 2.74% |
December31,2025 |
|---|---|---|
| 56,250 $ 3,750 43,750 1,106,528 406,362 80,000 1,696,640 205,214) ( |
||
| 1,491,426 $ |
~38~
| Borrowing period Type of Borrowings andrepayment term Interest raterange Long-term bank borrowings Secured borrowings Borrowing period is from October 2022 to July 2029; pay entire amount in installments. 2.99%~3.13% Secured borrowings Borrowing period is from October 2022 to September 2028; pay entire amount in installments. 3.13% Unsecured borrowings Borrowing period is from June 2024 to June 2029; pay entire amount in installments. 2.67% Unsecured borrowings Borrowing period is from July 2024 to July 2029; pay entire amount of principal when due. 2.99% Less: Current portion |
December31,2024 1,307,851 $ 5,000 50,000 452,753 1,815,604 198,964) ( 1,616,640 $ |
|---|---|
Note: The Company negotiated with banks to extend the borrowing period of secured borrowings during the first quarter of 2025.
- A. On March 7, 2022, the long-term borrowing agreement entered with Taishin Bank stipulates that the Company 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 Company is required to review the shareholding ratio of the ultimate parent company and the parent company on a semiannual basis.
In addition, on February 29, 2024, the Company 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 Company 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 Company 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.
~39~
-
B. On October 3, 2022, the Company entered into a syndicated contract for a credit line of $1,750,000 with 3 financial institutions including O-Bank, etc. The credit line is divided into item A and item B. As of December 31, 2023, the drawn credit line was all item A. The purpose of item B is to repay the outstanding balance of item A for the Company, and thus when the preconditions for the first drawdown of credit item B are met, the credit line of item A will be converted into the borrowing of item B. The financial commitments related to item B are as follows:
-
(a) The Company 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 Company committed to review the DSCR 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 Company 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.
-
The syndicated contract that the Company entered into with 3 financial institutions including O- Bank,etc. was fully settled in July 2024, and the related syndicated credit lines were 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(22).
-
-
C. Information on collateral pledged for long-term borrowings is provided in Note 8.
-
(14) Pensions
-
A. The Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes 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 Company for the years ended December 31, 2025 and 2024, were $2,737 and $2,074, respectively.
~40~
(15) Share based payment
A. The Company’s share-based payment arrangements were as follows:
| Type of arrangement | Grantdate 2023.11.21 2024.05.02 2024.12.31 |
Quantity granted |
Contract period 5 years NA NA |
Vesting conditions |
|---|---|---|---|---|
| Employee stock options Cash capital increase reserved for subsidiaries’employee preemption Cash capital increase reserved for the companys’ employee preemption |
2,000,000 200,000 1,575,000 |
2~4 years' service immediately immediately |
Aside from the above share-based payments, the Company 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 Expired stock options for the year ( Options outstanding at December 31 Options exercisable at December 31 |
Years endedDecember31 | |
| No. of options Weighted-average exercise price (in thousands) (indollars) 2,000 16 $ 396) - 1,604 14.9 401 - 2025 |
2024 | |
| No. of options (in thousands) 2,000 396) 1,604 401 |
No. of options Weighted-average exercise price (in thousands) (in dollars) 2,000 16 $ - - 2,000 16 - - |
|
~41~
- (b) The Company’s share-based payment arrangements in relation to cash capital increase reserved for employee preemption were as follows:
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | ||
|---|---|---|---|---|
| 2025 | ||||
| Weighted-average | ||||
| No. of options | exercise price | |||
| (in thousands) | (indollars) | |||
| Options outstanding | ||||
| at January 1 | 1,575 | $ | 81 |
|
| Options forfeited | ( | 185) |
81 |
|
| Options exercised | ( | 1,390) |
81 | |
| Options outstanding | ||||
| at December 31 | - | - |
||
| Options exercisable | ||||
| at December 31 | - | - |
- (c) Subsidiaries’ share-based payment arrangements were as follows:
| Year ended December 31 | Year ended December 31 | Year ended December 31 | ||
|---|---|---|---|---|
| 2024 | ||||
| Weighted-average | ||||
| No. of options | exercise price | |||
| (in thousands) | (indollars) | |||
| Options outstanding | ||||
| at January 1 | - | $ | - |
|
| Options granted | 200 | 10 | ||
| Forfeited options purchased by the Company | ( | 65) |
- | |
| Options exercised | ( | 135) | 10 | |
| Options outstanding | ||||
| at December 31 | - | - |
-
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. For the subsidiaries’ exercise of stock options, the weighted-average stock price at the exercise date was NT$13 (in dollars) for the year ended December 31, 2024.
-
E. As of December 31, 2025 and 2024, the exercise price of stock options outstanding was NT$14.9 and NT$16 (in dollars), respectively and the weighted-average remaining contractual period was 2.8 years and 3.8 years, respectively.
~42~
- F. The aforementioned Company’s and subsidiaries’ fair value of stock options granted on grant date is measured using the Black-Scholes option pricing model. Relevant information is as follows:
| follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Type of arrangement | Grant date | Stock price (in dollars) |
Exercise price (in dollars) |
Expected price volatility |
Expected option life |
Expected dividends |
Risk-free interest rate |
Fair value per unit (in dollars) |
| Employee stock options Cash capital increase reserved for subsidiaries’ employee preemption Cash capital increase reserved for the companys’ employee preemption |
2023.11.21 2024.05.02 2024.12.31 |
$ 16.92 13.18 81.05 |
$ 16 10 81 |
25.93% 36.43% 40.59% |
3~4 years 0.01 year 0.01 year |
- - - |
1.1966% 1.5840% 1.5505% |
$ 3.071~4.189 3.180 1.343 |
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.
- G. The Company recognised compensation cost of $ 1,983 and $ 787 for employee stock options cash capital increase reserved for employee preemption for the years ended December 31, 2025 and 2024, respectively.
(16) Share capital
- A. As of December 31, 2025, the Company’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 |
Years endedDecember31, | Years endedDecember31, |
|---|---|---|
| 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.
~43~
-
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
(17) 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.
(18) 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. 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.
~44~
-
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 earning 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 0.5 $ 35,620 $ YearendedDecember31,2023 |
|---|---|---|
- E. The appropriation of 2025 earnings resolved by the Company’s Board of Directors on March 3, 2026 is as follows:
| Legal reserve Cash dividends Total |
Dividends per share Amount (indollars) 44,989 $ 221,486 3.00 $ 266,475 $ YearendedDecember31,2025 |
|---|---|
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.
~45~
(19) Operating revenue
- A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of goods and services over time and at a point in time in the following major sources:
| Year ended December 31, 2025 Revenue from external customer contracts Timing of revenue recognition At a point in time Over time Year ended December 31, 2024 Revenue from external customer contracts Timing of revenue recognition At a point in time Over time |
Construction revenue 2,993,033 $ - $ 2,993,033 2,993,033 $ Construction revenue 516,058 $ - $ 516,058 516,058 $ |
Servicerevenue 352,239 $ 345,819 $ 6,420 352,239 $ Servicerevenue 349,496 $ 347,734 $ 1,762 349,496 $ |
Electricity salesrevenue 1,306,105 $ - $ 1,306,105 1,306,105 $ Electricity salesrevenue 1,016,375 $ - $ 1,016,375 1,016,375 $ |
Total |
|---|---|---|---|---|
| 4,651,377 $ |
||||
| 345,819 $ 4,305,558 |
||||
| 4,651,377 $ |
||||
| Total | ||||
| 1,881,929 $ |
||||
| 347,734 $ 1,534,195 |
||||
| 1,881,929 $ |
- B. Unfulfilled construction contracts
As of December 31, 2025 and 2024, the Company 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:
| Date December 31, 2025 December 31, 2024 |
Total contract consideration Amount of unfulfilled obligations Year expected to recognise revenue 4,632,414 $ 1,446,139 $ 2026 867,379 $ 262,658 $ 2025 |
|---|---|
C. Contract assets and liabilities
- (a) Changes in the Company’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.
~46~
(b) The Company has recognised the following revenue-related contract assets and liabilities:
| December31,2025 | December31,2025 | December31,2024 | December31,2024 | |||
|---|---|---|---|---|---|---|
| Contract assets: | ||||||
| Contract assets- construction contract | $ | 1,387,880 | $ | 299,520 | ||
| Contract liabilities: | ||||||
| Contract liabilities- advance sales receipts | $ | 764 |
$ | 764 |
||
| Contract liabilities- construction contract | 58 | 529 | ||||
| $ | 822 |
$ | 1,293 |
|||
| As of December 31, 2025 and 2024, recognition of the aforementioned | construction contract- | |||||
| related contract assets and liabilities are as | follows: | |||||
| December31,2025 | December31,2024 | |||||
| Aggregate costs incurred plus recognised | ||||||
| profits | $ | 3,275,460 |
$ | 327,361 |
||
| Less: Progress billings | ( | 1,887,638) |
( | 28,370) |
||
| Net balance sheet position for construction | ||||||
| in progress | $ | 1,387,822 | $ | 298,991 | ||
| Presented as: | ||||||
| Current contract assets | $ | 1,387,880 |
$ | 299,520 |
||
| Current contract liabilities | ( | 58) |
( | 529) |
||
| $ | 1,387,822 | $ | 298,991 |
-
(c) As of December 31, 2025 and 2024, recognition of the aforementioned construction contractrelated contract assets and liabilities are as follows:
-
(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 Company is provided in Note 9.
(20) Expenses by nature
| Years ended | December31, | December31, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Employee benefit expense | $ | 141,459 |
$ | 60,810 |
|
| Cost of services | 14,201 | 18,866 | |||
| Depreciation expense | 201,179 | 156,487 | |||
| Amortisation charge | 4,602 | 4,575 | |||
| Rent expense | 7,747 | 1,103 | |||
| Warranty (reversal) expense | ( | 92) |
1,182 |
~47~
(21) Employee benefit expense
| Years | ended | December31, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Salary expenses | $ | 128,331 |
$ | 52,172 |
|
| Labour and health insurance fees | 5,982 | 4,106 | |||
| Pension costs | 2,737 |
2,074 | |||
| Other personnel expenses | 4,409 | 2,458 |
|||
| $ | 141,459 |
$ | 60,810 |
-
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 recognised 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 $6,722, respectively, both were paid in cash.
-
E. Employees’ compensation and directors’ and supervisors’ remuneration of 2024 as resolved by the Board of Directors were in agreement with those amounts recognized in the 2024 financial statements.
(22) Other gains and losses
| statements. Other gains and losses |
||||||
|---|---|---|---|---|---|---|
| Years endedDecember | 31, | |||||
| 2025 | 2024 | |||||
| Currency exchange (losses) gains | ($ | 10,250) |
$ | 1,302 |
||
| Loss arising from the early termination of the contract |
- | ( | 10,937) |
|||
| Others | ( | 212) |
- | |||
| ($ | 10,462) | ($ | 9,635) |
~48~
(23) Finance costs
| Interest expense Bank borrowings Lease liability Less:Capitalised interest payments |
2025 2024 62,808 $ 59,982 $ 1,822 1,932 - 14,881) ( 64,630 $ 47,033 $ Years endedDecember31, |
|---|---|
(24) Income taxes
A. Income tax expense
Components of income tax expense:
| Income tax expense Components of income tax expense: |
|
|---|---|
| Current tax: Current tax on profits for the year 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 175,311 $ 28,136 $ 13 9) ( 175,324 28,127 92) 243) ( 92) 243) ( 175,232 $ 27,884 $ Years endedDecember31, |
| 2025 175,311 $ 13 ( 175,324 92) ( 92) ( 175,232 $ |
B. Reconciliation between income tax expense and accounting profit
| Income tax calculated by applying statutory rate to the profit before tax Effects from items disallowed by tax regulation Prior year income tax under (over) estimation Income tax expense |
2025 2024 125,025 $ 22,563 $ 50,194 5,330 13 9) ( 175,232 $ 27,884 $ Years ended December 31, |
|---|---|
| 2025 125,025 $ 50,194 13 ( 175,232 $ |
~49~
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 Subtotal Deferred tax liabilities Unrealised exchange gain ( Subtotal ( Total Deferred tax assets Provision for construction warranty Unused compensated absence Unrealised exchange loss Subtotal Deferred tax liabilities Unrealised exchange gain Subtotal Total |
Recognised in January1 profitor loss c 451 $ 18) ($ 114 49 - 59 565 $ 90 $ 2) 2 2) 2 563 $ 92 $ |
Recognised in January1 profitor loss c 451 $ 18) ($ 114 49 - 59 565 $ 90 $ 2) 2 2) 2 563 $ 92 $ |
Recognised in other omprehensiveincome - $ - - - $ - - - $ 2025 2024 |
December31 433 $ 163 59 655 $ - - 655 $ December31 451 $ 114 - 565 2) 2) 563 $ |
|---|---|---|---|---|
| January1 215 $ 80 25 ( 320 - ( - ( 320 $ |
Recognised in profitor loss c 236 $ 34 25) 245 2) 2) 243 $ |
Recognised in other omprehensiveincome - $ - - - - ( - ( - $ |
- D. The Company’s income tax returns through 2023 have been assessed and approved by the Tax Authority.
~50~
(25) Earnings per share
| Earnings per share | |||
|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders Diluted earnings per share Profit attributable to ordinary shareholders Assumed conversion of all dilutive potential ordinary shares Employee share options Employees’ compensation Profit attributable to ordinary shareholders plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders Diluted earnings per share Profit attributable to ordinary shareholders Assumed conversion of all dilutive potential ordinary shares Employee share options Employees’ compensation Profit attributable to ordinary shareholders plus assumed conversion of all dilutive potential ordinary shares |
YearendedDecember31,2025 | ||
| 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 $ YearendedDecember31,2024 |
Earnings per share (indollars) |
||
| 6.34 $ |
|||
| 6.19 $ |
|||
| Amount after tax 84,929 $ 84,929 $ - - 84,929 $ |
Weighted average number of ordinary shares outstanding (sharein thousands) 60,000 60,000 1,712 70 61,782 |
Earnings per share (indollars) |
|
| 1.42 $ |
|||
| 1.37 $ |
~51~
(26) Supplemental cash flow information
Investing activities with partial cash payments:
| Investing activities with partial cash payments: | ||||||
|---|---|---|---|---|---|---|
| Years ended | December 31, | |||||
| 2025 | 2024 | |||||
| Purchase of property, plant and equipment | $ | 2,857 |
$ | 286,094 |
||
| Add: Opening balance of payable on equipment | 80,988 | 122,230 | ||||
| Less: Ending balance of payable on equipment | ( | 1,900) |
( | 80,988) |
||
| Capitalised interest payments | - |
( | 14,881) |
|||
| Capitalised depreciation | - | ( | 951) |
|||
| Cash paid during the year | $ | 81,945 | $ | 311,504 |
(27) Changes in liabilities from financing activities
2025
| 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 year Interest expense on lease liabilities At December 31 |
Short-term Short-term notes and Long-term Lease Guarantee deposits Liabilities from financing borrowings billspayable borrowings liabilities received gross 126,466 $ 419,027 $ 1,815,604 $ 88,290 $ 26,137 $ 2,475,524 $ 410,434 129,434) ( 118,964) ( 8,770) ( 3,669) ( 149,597 - - - 1,822) ( - 1,822) ( - - - 2,925 - 2,925 - - - 1,822 - 1,822 536,900 $ 289,593 $ 1,696,640 $ 82,445 $ 22,468 $ 2,628,046 $ |
|---|---|
| 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 year Interest expense on lease liabilities At December 31 |
2024 | ||||
|---|---|---|---|---|---|
| Short-term borrowings - $ 126,466 - - - 126,466 $ |
Short-term notes and bills payable 249,943 $ 169,084 - - - 419,027 $ |
~52~
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 Foxwell Certification Co., Ltd. Subsidiary (Foxwell Certification) Huijie Energy Co., Ltd. (Huijie Energy) Subsidiary Smart Power System Co., Ltd. Subsidiary (Smart Power System) 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 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. (Cheng Shin Associate Digital) Billion Sun Energy Storage Technologies Inc. Associate (Note 2) (Billion Sun Energy Storage) Hon Hai Precision Industry Co., Ltd. (Hon Hai) Other 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.
~53~
(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 Other related party |
2025 2024 377 $ - $ 4,780 1,032 94 - 8,810 - 3,533 256,190 2,723,061 - 29,728 22,989 2,770,383 $ 280,211 $ Years endedDecember31, |
|---|---|
(a) The Company entered into contracts with related parties and collected construction revenue, service revenue and electricity sales revenue. Except for the collection terms of construction revenue, which are determined and negotiated in accordance with 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 Company 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:
| Date December 31, 2025 December 31, 2024 |
Total contract consideration 4,155,900 $ 262,090 |
Amount of unfulfilled obligations Year expected to recognise revenue 1,428,977 $ 2026 5,840 2025 |
|---|---|---|
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 |
Years endedDecember31, | |
| 2025 2,891 $ 31,209 26,046 15,938 76,084 $ |
2024 | |
| - $ 852 - - |
||
| 852 $ |
~54~
| Years ended | December31, | December31, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Professional service fees-management services | ||||
| Parent company | $ | 720 | $ | 2,676 |
| Miscellaneous purchases | ||||
| Subsidiary | $ | 151 | $ | - |
| Other expenses | ||||
| Subsidiary | $ | 362 |
$ | 60 |
| Associates | 326 |
- | ||
| $ | 688 |
$ | 60 |
|
| Advertising costs | ||||
| Parent company of Shinfox | $ | - |
$ | 238 |
| Entertainment expense | ||||
| Parent company of Shinfox | $ | 14 |
$ | 14 |
| The transaction price and payment terms of the | contracts of electricity | purchases, leases and | ||
| management services that the Company 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. |
C. Receivables from related parties
| Receivables from related parties | ||
|---|---|---|
| Parent company Associates - Cheng Shin Digital - Billion Sun Energy Storage Other related party - Hon Hai |
December 31, 2025 73 $ 28,433 571,500 2,193 602,199 $ |
December31,2024 |
| 69 $ 107,600 - 1,241 |
||
| 108,910 $ |
Receivables from related parties are mainly construction revenue and electricity sales revenue that the Company shall receive from related parties.
~55~
D. Contract assets (contract liabilities)
- (a) The Company’s contract assets (liabilities) are energy storage construction from the parent company:
| December31,2025 | December31,2025 | December31,2024 | 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 construction contract transactions with the parent company were $8,422 and $10,943 as of December 31, 2025 and 2024, respectively.
- (b) The Company’s contract assets are energy storage construction from the associate, Cheng Shin Digital:
| Aggregate costs incurred plus recognised profits Less: Progress billings Net balance sheet position for construction in progress Presented as: Current contract assets |
December31,2025 - $ - ( - $ - $ |
December31,2024 256,190 $ 256,190) - $ - $ |
|---|---|---|
The Company’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’.
~56~
- (c) The Company’s contract assets are energy storage construction from the associate, Billion Sun Energy Storage:
| December | 31,2025 | December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Aggregate costs incurred plus recognised | $ | 2,723,061 |
$ | - |
|
| profits | |||||
| 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 relatedparty Billion Sun Energy Storage were $435,750 and $0, respectively.
E. Payables to related parties
| $435,750 and $0, respectively. ayables 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 15,938 343 21,414 $ |
December 31, 2024 |
| 52 $ - - - |
||
| 52 $ |
Payables to related parties are cost of electricity sales that the Company shall pay to related parties.
F. Property transactions:
| Subsidiary – Huijie Energy – Smart Power System Associate – Billion Sun Energy Storage |
Investments accounted for using equity method equity method Investments accounted for using equity method Accounts Investments accounted for using |
8,160 (thousand shares) No. of shares 39,240 50 |
Stocks Stocks Objects Stocks |
2025 |
|---|---|---|---|---|
| Consideration | ||||
| 369,215 350,000 500 $ |
||||
| 719,715 $ |
||||
~57~
| Subsidiary – Foxwell Certification Associate – Cheng Shin Digital |
47,946 for using 66,596 $ equity method for using equity method Investments accounted 4,795 Stocks Investments accounted 1,865 Stocks 18,650 $ 2024 Accounts (thousand shares) Objects Consideration No. of shares |
47,946 for using 66,596 $ equity method for using equity method Investments accounted 4,795 Stocks Investments accounted 1,865 Stocks 18,650 $ 2024 Accounts (thousand shares) Objects Consideration No. of shares |
|---|---|---|
G Lease transactions - lessee
(a) The Company 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 6 to 7 years. Rents are paid monthly according to the contracts.
- (b) Acquisition of right-of-use assets
| Acquisition of right-of-use assets | ||
|---|---|---|
| Lease liabilities Ultimate parent i. Outstanding balance: Ultimate parent Parent company ii. Interest expense Ultimate parent Parent company |
Years endedDecember31, | |
| 2025 2024 - $ 3,222 $ December31,2025 December31,2024 9,892 $ 13,043 $ 562 743 10,454 $ 13,786 $ Years ended December 31, |
2024 | |
| 3,222 $ |
||
| December31,2024 13,043 $ 743 |
||
| 13,786 $ |
||
| 2025 2024 263 $ 311 $ 11 13 274 $ 324 $ |
- (c) Lease liabilities
(4) Key management compensation
| Key management compensation | ||
|---|---|---|
| Short-term employee benefits Post-employment benefits |
Years endedDecember31, | |
| 2025 4,720 $ 108 4,828 $ |
2024 | |
| 3,811 $ 108 |
||
| 3,919 $ |
~58~
8. Pledged Assets
The Company’s assets pledged as collateral are as follows:
| Pledgedasset Property, plant and equipment Restricted bank deposits and pledged time deposits (shown as current financial assets at amortised cost) Restricted bank deposits and pledged time deposits (shown as non-current financial assets at amortised cost) Guarantee deposits paid |
December 31,2025 December 31,2024 2,299,477 $ 2,486,913 $ 29,650 28,501 111,721 113,583 202,529 83,687 2,643,377 $ 2,712,684 $ Bookvalue |
Purpose |
|---|---|---|
| December 31,2025 2,299,477 $ 29,650 111,721 202,529 2,643,377 $ |
||
| Long-term borrowings Performance guarantee and impound account Performance guarantee and impound account Guarantee deposits for performance of wheeling electricity, construction warranty and lease |
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
- (1) The Company entered into equipment purchases and construction cooperation contracts with nonrelated parties. Capital expenditure contracted for but not yet incurred on December 31, 2025 and 2024 is as follows:
| 2024 is as follows: | |
|---|---|
| December31,2025 Contract for construction machinery procurement (Note) Contract consideration 1,816,138 $ Unpaid amount 719,914 $ December31,2025 Construction cooperation contracts Contract consideration 965,106 $ Unpaid amount 818,911 $ |
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 Company signed with owners is provided in Notes 6(19) 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 and energy storage contracting construction and the renewable energy purchase contract, amounted to $131,300 and $79,282, respectively.
~59~
-
(4) The Company 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 Company did not purchase the agreed quantity of electricity according to the contract, the Company had default obligations. As of December 31, 2025, the Company has no default arising from this contract.
-
(5) The Company 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 Company did not provide the agreed quantity of electricity according to the contract, the Company had default obligations. As of December 31, 2025, the Company has no default arising from this contract.
10. Significant Disaster Loss
None.
11. Significant Events after the Balance Sheet Date
-
(1) Information about the appropriations of 2025 earnings of the Company is provided in Note 6(18).
-
(2) 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.
-
(3) To increase the working capital and introduce strategic investors, the Board of Directors of the Company’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.
12. Others
(1) Capital management
- The Company’s objectives when managing capital are to safeguard the Company’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 Company’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.
~60~
(2) Financial instruments
A. Financial instruments by category
| Financial instruments by category | ||
|---|---|---|
| Financial assets Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost Notes receivable Accounts receivable (including related parties) Lease payments receivable Other receivables Guarantee deposits paid Long-term notes and accounts receivable Financial liabilities Financial liabilities at amortised cost Short-term borrowings Short-term notes and bills payable Accounts payable (including related parties) Other payables (including related parties) Long-term borrowings (including current portion) Guarantee deposits received Lease liability |
December31,2025 384,095 $ 141,371 22,630 973,084 2,085 149 202,529 1,770 1,727,713 $ December31,2025 536,900 $ 289,593 992,569 100,613 1,696,640 22,468 3,638,783 $ 82,445 $ |
December31,2024 |
| 151,169 $ 142,084 9,013 376,120 2,044 209 83,687 3,855 |
||
| 768,181 $ |
||
| December31,2024 | ||
| 126,466 $ 419,027 289,216 106,531 1,815,604 26,137 |
||
| 2,782,981 $ |
||
| 88,290 $ |
B. Financial risk management policies
-
(a) The Company’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 Company’s overall risk management policies focus on the unpredictable matters in financial market and seek to minimise potential adverse effects on the Company’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 Company’s operating units.
~61~
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company’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 Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). As of December 31, 2025, the information on assets denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows (December 31, 2024: None):
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
December31,2025 | December31,2025 | December31,2025 |
|---|---|---|---|
| Foreign currency (in thousands) 9 $ 12,235 $ |
Exchangerate 31.43 31.43 |
Book value (NTD) |
|
| 297 $ 384,550 $ |
- 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 ($10,250) and $1,302, respectively.
~62~
- iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
==> picture [418 x 199] 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% $ 3 $ -
Financial liabilities
Monetary items
USD:NTD 1% $ 3,845 $ -
----- End of picture text -----
Cash flow and fair value interest rate risk
-
i. The Company’s main interest rate risk arises from short-term and long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Company’s borrowings are mainly with variable rates. During 2025 and 2024, the Company’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 Company 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 Company’s credit policy, the Company 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.
~63~
-
iii. The company treasury manages credit risk of cash in banks and other financial instruments based on the Company’s credit policy. Because the Company’s counterparties are determined based on the Company’s internal control, only rated banks with an optimal rating are accepted.
-
iv. The Company has assessed the credit status of counterparties upon provision of services. Thus, it expects that the probability of counterparty default is remote. The Company’s maximum exposure to credit risk at balance sheet date is the carrying amount.
-
v. For the years ended December 31, 2024 and 2023, no credit limits were exceeded during the reporting periods, and management does not expect any significant losses from nonperformance by these counterparties.
-
vi. The Company 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 Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.
-
vii. The Company classifies customers’ accounts receivable, contract assets and rents receivable in accordance with customer types. The Company applies the modified approach using a provision matrix to estimate the expected credit loss.
-
viii. The Company 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:
| December 31, 2025 Expected loss rate Total book value Loss allowance December 31, 2024 Expected loss rate Total book value Loss allowance |
Up to 30 31~60 61~90 Notpastdue days pastdue days pastdue days pastdue 0.75%~0.79% 0.88%~17.83% 1.09%~21.06% 1.29%~21.15% 2,386,345 $ 3,947 $ 383 $ - $ 2,903 $ 243 $ 80 $ - $ 0.03%~0.46% 0.03%~4.84% 0.23%~9.99% 0.44%~10.08% 691,694 $ - $ 20 $ - $ 1,160 $ - $ 2 $ - $ |
Over 90 days pastdue 100% - $ - $ 100% - $ - $ |
Total |
|---|---|---|---|
| 2,390,675 $ 3,226 $ 691,714 $ 1,162 $ |
- ix. Movements in relation to the Company 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 $ 2,064 3,226 $ |
2024 |
| 483 $ 679 |
||
| 1,162 $ |
~64~
-
x. The Company’s financial assets at amortised cost are pledged time deposits and restricted time deposits with extremely low credit risk. Thus, the Company did not recognise significant loss allowance in accordance with 12 months expected credit losses.
-
(c) Liquidity risk
-
i. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs and comply with internal balance sheet ratio targets.
-
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 Company has the following undrawn borrowing facilities:
| sufficient head-room. The Company has the following undrawn |
borrowing facilities: | |
|---|---|---|
| Floating rate: Expiring within one year Expiring beyond one year |
December 31, 2025 153,825 $ - 153,825 $ |
December31,2024 |
| 120,718 $ - |
||
| 120,718 $ |
- iv. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity Companyings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. Except that the carrying amounts of accounts payable (including related parties), other payables (including related parties) 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:
| cash flows: | ||||
|---|---|---|---|---|
| Less than 1year Non-derivative financial liabilities Short-term borrowings 542,443 $ Short-term notes and bills payable 290,000 Lease liability 10,577 Long-term borrowings (including current portion) 248,476 December 31, 2025 |
Between 1 and2year(s) - $ - 10,413 322,158 |
Between 2 and 3 year(s) - $ - 10,081 235,193 |
Between 3 and 5 year(s) Over5 years - $ - $ - - 11,505 52,331 1,015,798 - |
|
| - $ - 52,331 - |
~65~
| Less than 1year Non-derivative financial liabilities Short-term borrowings 126,650 $ Short-term notes and bills payable 420,000 Lease liability 9,953 Long-term borrowings (including current portion) 250,040 December 31, 2024 |
Between 1 and2year(s) - $ - 9,739 250,229 |
Between 2 and 3 year(s) - $ - 9,582 244,106 |
Between 3 and 5 year(s) Over5 years - $ - $ - - 15,111 58,084 1,255,298 - |
|---|---|---|---|
- v. The Company 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.
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 periods: 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
None.
~66~
Foxwell Power Co., Ltd.
Provision of endorsements and guarantees to others Year ended December 31, 2025
Table 1
Expressed in thousands of NTD
(Except as otherwise indicated)
| Number | Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 1) |
Maximum outstanding endorsement /guarantee amount as of December 31, 2025 |
Outstandin gendorsement /guarantee amount at December 31, 2025 |
amount Footnote guarantor 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 |
Ceiling on total amount of guarantees provided (Note 2) |
Provision of endorsements /guarantees by parent company to subsidiary |
Provision of endorsements /guarantees by subsidiary to parent company |
Provision of endorsements /guarantees to the party in Mainland China |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/guara ntor |
|||||||||||||
| 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 for a single party 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
Table 2
Foxwell Power Co., Ltd.
Holding of material marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2025
Expressed in thousands of NTD (Except as otherwise indicated)
| Securities held by | Marketable securities | Relationship with the securities issuer | General ledger account Footnote | 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
| Purchases or sales of goods Table 3 |
Purchases or sales of goods Table 3 |
Purchases or sales of goods Table 3 |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
Foxwell Power Co., Ltd. from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2025 Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions |
Notes/accounts receivable (payable) | Footnote | |||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| The Company | Billion Sun Energy Storage Technologies Inc. |
Associate | Sales | 2,723,061) ($ |
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.
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 | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|
| Amount | Action taken | |||||||
| The Company | Billion Sun Energy Storage Technologies Inc. |
Associate | 571,500 $ |
9.53 | - $ |
Not Applicable | - $ |
None |
Note: Collection data as of February 28, 2026.
Table 4, Page 1
Table 5
Foxwell Power Co., Ltd.
Information on investees 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 |
- | 4,900 | - | - | - | 4,289 | 2,102 | |
| Smart Power System Co.,Ltd. | Zhixin Energy Co., Ltd. | Taiwan | ~~d i i t ti~~ Energy storage equipment services and professional |
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 | ~~t~~ ~~i~~ Energy technical services |
13,390 | - | 700 | 100.00 | 14,271 | 417) ( |
417) ( |
Note 1: Include realised profit (loss) from sales. Note 2: Includes unrealized sales gains and losses.
Table 5, Page 1
FOXWELL POWER CO., LTD. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| statement 1 Item |
Description USD 9,445 (in dollars): conversion rate 31.43 |
Amount |
|---|---|---|
| Cash on hand and revolving funds NTD Demand deposits NTD deposits USD deposits |
50 $ 383,748 297 |
|
| 384,095 $ |
statement 1, Page1
FOXWELL POWER CO., LTD. STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 2
| Client Name Non-related parties Advanced Semiconductor Engineering, Inc. Whole Sun No.1 Co., Ltd. Taiwan Power Company Wistron Corporation Siliconware Precision Industries Co., Ltd. Others Less: Allowance for uncollectible accounts ( Related parties Billion Sun Energy Storage Technologies Hon Hai Precision Industry Co., Ltd. Cheng Shin Digital CO., Ltd. Shinfox Energy Co., Ltd. |
Amount Note 54,283 $ 46,725 42,211 46,660 31,667 152,565 Balance of each client has not exceeded 5% of total account 374,111 3,226) 370,885 $ 571,500 $ 28,433 2,193 73 602,199 $ |
|---|---|
statement 2, Page1
FOXWELL POWER CO., LTD. STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 3
==> picture [752 x 107] intentionally omitted <==
----- Start of picture text -----
Market Value or Net
Beginning Balance Addition Decrease Ending Balance Assets Value
Shares Shares Amount Shares Amount Shares Percentage of
Investee (share in thousands) Amount (share in thousands) (Note 1) (share in thousands) (Note 2) (share in thousands) Ownership Amount Unit Price Total Amount Valuation Basis Collateral Note
Foxwell Certification Co., Ltd. 2,865 $ 14,195 - $ 46 - ($ 1,051) 2,865 95.50% $ 13,190 4.6 $ 13,190 Equite method None
Cheng Shin Digital CO., Ltd. 4,844 33,959 - 1,265 - - 4,844 49.00% 35,224 9.9 47,814 Equite method 〃
Billion Sun Energy Storage - - 39,240 385,453 - ( 255,903) 39,240 30.00% 129,550 9.9 386,352 Equite method 〃
Technologies Inc.
Huijie Energy Co., Ltd. - - 50 500 - - 50 100.00% 500 3.0 149 Equite method 〃
Smart Power System Co., Ltd. - - 8,160 705,269 - ( 95,624) 8,160 51.00% 609,645 40.1 327,449 Equite method 〃
$48,154 $ 1,092,533 ($ 352,578) $ 788,109 $ 774,954
----- End of picture text -----
Note 1: The increase for the current period includes changes in the net equity of the investee, additional investment amounts, and investment income. Note 2: The decrease for the current period includes investment losses, unrealized gains or losses on sales, and treasury stock transactions.
statement 3, Page1
FOXWELL POWER CO., LTD. STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 4
| Item Machinery and equipment Leasehold improvements Office equipment |
BeginningBalance 2,669,243 $ 6,305 1,246 2,676,794 $ |
Addition 1,711 $ - 1,146 2,857 $ |
Decrease - $ - - - $ |
Transfer - $ - - - $ |
EndingBalance Collateral 2,670,954 $ Refer to Note 8 6,305 None 2,392 〃2,679,651 $ |
|---|---|---|---|---|---|
statement 4, Page1
FOXWELL POWER CO., LTD. STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 5
| tatement 5 | ||||
|---|---|---|---|---|
| Item Machinery and equipment Leasehold improvements Office equipment |
BeginningBalance 177,235 $ 1,394 489 179,118 $ |
Addition 190,613 $ 907 532 192,052 $ |
Decrease Transfer - $ - $ - - - - - $ - $ |
Ending Balance |
| 367,848 $ 2,301 1,021 |
||||
| 371,170 $ |
statement 5, Page1
FOXWELL POWER CO., LTD. STATEMENT OF SHORT-TERM BORROWINGS DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 6
==> picture [745 x 15] intentionally omitted <==
----- Start of picture text -----
Nature Description Ending Balance Contract Period Range of Interest Rate Credit Line Collateral
----- End of picture text -----
| Unsecured borrowings Mega International Commercial Bank, Ltd Unsecured borrowings First Commercial Bank Unsecured borrowings Cathay United Bank Unsecured borrowings Bank of Panhsin Unsecured borrowings Bank of Taiwan |
70,000 $ 30,000 2025/08/05~ 2026/02/05 2.715% 80,000 〃 136,900 2025/09/08~ 2026/02/19 2.800% 250,000 〃 100,000 2025/11/25~ 2026/05/22 2.530% 100,000 〃 200,000 2025/10/20~ 2026/10/20 2.050% 200,000 〃 536,900 $ 2025/11/25~ 2027/05/24 2.025% 100,000 $ None |
|---|---|
statement 6, Page1
FOXWELL POWER CO., LTD. STATEMENT OF SHORT-TERM BILLS PAYABLE DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 7
| statement 7 | |||||||
|---|---|---|---|---|---|---|---|
| Item Guarantor or Accepting Institution Commercial paper guarantee TAIWAN FINANCE CORPORATION Commercial paper guarantee MEGA BILLS FINANCE CO., LTD. Commercial paper guarantee DAH CHUNG BILLS FINANCE CORP. Commercial paper guarantee TAIWAN COOPERATIVE BILLS FINANCE |
Contractperiod | Range of Interest Rate |
Issuance Amount |
Unamortised Discounts 407) ($ 112) ( 71) ($ Amount 112) ( 112) ( |
Carrying Amount 289,593 $ 79,888 79,888 49,929 $ 79,888 |
Note | |
| 2025/12/2~ 2026/1/23 2025/12/2~ 2026/1/23 2025/12/2~ 2026/1/23 2025/12/2~ 2026/1/23 |
2.290% 2.290% 2.290% 2.290% |
290,000 $ 80,000 50,000 $ 80,000 80,000 |
〃〃〃No collateral provided |
statement 7, Page1
FOXWELL POWER CO., LTD. STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 8
| ClientName Non-related parties Saft Batteries Pty Limited Ta Ya Electric Wire & Cable Co., Ltd. Star Energy Corporation Others Related parties Changpin wind power Ltd. Synergy Co., Ltd. Xinwei Power Co., Ltd. Foxwell Energy Corporation Ltd. |
Amount Note 354,736 $ 320,000 83,738 213,024 Balance of each client has not exceeded 5% of total account 971,498 $ 15,938 $ 3,281 1,708 144 21,071 $ |
|---|---|
statement 8, Page1
FOXWELL POWER CO., LTD. STATEMENT OF LONG-TERM BORROWINGS DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 9
| tatement 9 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Creditor | Description | Amount | period | Rate | Collateral | Note | ||
| Taishin International Bank CO., Ltd. |
Medium-term secured borrowings | $ | 56,250 |
2022/10/3~ 2028/9/29 |
2.726% | Property, plant and equipment |
||
| Taishin International Bank CO., Ltd. |
Medium-term unsecured borrowings | 3,750 |
2022/10/3~ 2028/9/29 |
2.726% | Property, plant and equipment |
|||
| Taishin International Bank CO., Ltd. |
Medium-term secured borrowings | 1,106,528 | 2024/7/8~ 2029/7/6 |
2.726% | Property, plant and equipment |
|||
| Taishin International Bank CO., Ltd. |
Medium-term unsecured borrowings | 406,362 | 2024/7/8~ 2029/7/6 |
2.726% | None | |||
| Hua Nan Commercial Bank, Ltd. | Medium-term unsecured borrowings | 80,000 | 2025/8/5~ 2027/8/5 |
2.74% | 〃 |
|||
| The Shanghai Commercial & Savings Bank, Ltd. |
Medium-term unsecured borrowings | 43,750 | 2024/6/7~ 2029/6/7 |
2.67% | 〃 |
|||
| 1,696,640 | ||||||||
| Less: Long-term borrowings, current | portion | ( | 205,214) |
|||||
| $ | 1,491,426 |
statement 9, Page1
FOXWELL POWER CO., LTD. STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| statement 10 | ||
|---|---|---|
| Item | Volume | Amount Note |
| Construction revenue | $ | 2,993,033 |
| Service revenue | 352,239 |
|
| Electricity sales revenue | 1,306,105 |
|
| $ | 4,651,377 |
statement 10, Page1
FOXWELL POWER CO., LTD. STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| statement 11 | ||
|---|---|---|
| Item | Amount Note |
|
| Cost of engineering sales | $ | 2,105,059 |
| Cost of electricity sales | 1,170,305 | |
| Other operating costs | 251,224 |
|
| $ | 3,526,588 |
statement 11, Page1
FOXWELL POWER CO., LTD. STATEMENT OF ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| statement 12 | |||
|---|---|---|---|
| Item | Amount | Note | |
| Wages and salaries | $ | 111,963 |
|
| Professional service fees | 14,194 | ||
| Others | Balance of each item has not | ||
| 49,706 | exceeded 5% of total account | ||
| $ | 175,863 |
statement 12, Page1
FOXWELL POWER CO., LTD.
SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION
FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 13
==> picture [711 x 179] intentionally omitted <==
----- Start of picture text -----
Function Year ended December 31, 2025 Year ended December 31, 2024
Classified as Classified as
Classified as Classified as
Operating Total Operating Total
Nature Operating Costs Operating Costs
Expenses Expenses
Employee Benefit Expense
Wages and salaries $ 9,638 $ 111,963 $ 121,601 $ 3,410 $ 47,552 $ 50,962
Labour and health insurance fees 732 5,250 5,982 318 3,788 4,106
Pension costs 331 2,406 2,737 145 1,929 2,074
Directors' remuneration - 6,730 6,730 - 1,210 1,210
Other personnel expenses 210 4,199 4,409 104 2,354 2,458
Depreciation Expense 193,465 7,714 201,179 149,994 6,493 156,487
- -
Amortisation Expense 4,602 4,602 4,575 4,575
----- End of picture text -----
Note:
Note 1: As at December 31, 2025 and 2024, the Company had 71 and 51 employees, both including 6 non-employee director(s). Note 2: Average employee benefit expense for the years ended December 31, 2025 and 2024 was $2,073 and $1,324, respectively. Note 3: Average employees salaries for the years ended December 31, 2025 and 2024 were $1,871 and 1,132, respectively. Adjustments of average employees salaries for the year ended December 31, 2025 were 65.3%.
statement 13, Page1
FOXWELL POWER CO., LTD.
SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.)
FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 13
-
Note 4: The Company’s policies on salary and remuneration (including directors, independent directors, managers and employees)
-
(1) For payment to directors and independent directors, the correlation among the Company’s policy, standard and combination, procedures of setting remuneration, operating performance and future risk are as follows:
-
A. The Company’s remuneration of directors is determined based on the common standard of the Company’s conference attendance fees and traveling fee approved by the Board of Directors.
-
B. According to Article 23 of the Company’s Articles of Incorporation: the profit before deducting tax and employees’ compensation
-
and directors’ remuneration shall be used to offset deficits, if any, shall be distributed as employees’ compensation not lower than 6% and directors’ remuneration not higher than 3% as resolved by the Board of Directors.
-
(2) For payment to managers, the correlation among the Company’s policy, standard and combination, procedures of setting remuneration, operating performance and future risk are as follows:
-
A. The Company’s remuneration of managers is determined based on the Company’s Regulations for Performance Assessment, taking into account individual performance and contribution to the Company’s overall operation and referring to the general standards in the industry. After being reviewed by the Remuneration Committee, it is submitted to the Board of Directors for approval before implementation.
-
B. According to Article 23 of the Company’s Articles of Incorporation: the profit before deducting tax and employees’ compensation and directors’ remuneration shall be used to offset deficits, if any, shall be distributed as employees’ compensation not lower than 6% and directors’ remuneration not higher than 3% as resolved by the Board of Directors.
-
(2) For payment to employees, the correlation among the Company’s policy, standard and combination, procedures of setting remuneration, operating performance and future risk are as follows:
-
A. The Company’s compensation for employees is determined based on individual ability, contribution to the Company and performance which have positive correlation with operating performance. The Company has adequately controlled the future risk, the policies of compensation also related with future risk. Whole combination of salary and compensation includes basic salary, bonus and employees’ compensation and allowance. As for the standard of compensation payment, basic salary is determined based on the market competitiveness of their positions and the Company’s policy. Bonus and employees’ compensation are determined through linking with employees’ and segments’ target or the Company’s operating performance. The benefits are designed to meet employees’ requirements under the related regulations in order to share the Company’s operating result with employees.
statement 13, Page2
FOXWELL POWER CO., LTD.
SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.)
FOR THE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
statement 13
-
B. According to Article 23 of the Company’s Articles of Incorporation: the profit before deducting tax and employees’ compensation and directors
-
’ remuneration shall be used to offset deficits, if any, shall be distributed as employees’ compensation not lower than 6% and directors’ remuneration not higher than 3% as resolved by the Board of Directors.
statement 13, Page3