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FWP — Interim / Quarterly Report 2025
May 4, 2026
52682_rns_2026-05-04_5e608adc-ced2-46d8-9219-ec6d75b1ed6b.pdf
Interim / Quarterly Report
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FOXWELL POWER CO., LTD. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REVIEW REPORT
MARCH 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.
FOXWELL POWER CO., LTD.
MARCH 31, 2025 AND 2024 CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REVIEW REPORT
TABLE OF CONTENTS
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 ~ 3 |
| 3. Independent Auditors' Review Report | 4 ~ 6 |
| 4. Consolidated Balance Sheets | 7 ~ 8 |
| 5. Consolidated Statements of Comprehensive Income | 9 |
| 6. Consolidated Statements of Changes in Equity | 10 |
| 7. Consolidated Statements of Cash Flows | 11 |
| 8. Notes to the Consolidated Financial Statements | 12 ~ 47 |
| (1) History and Organisation | 12 |
| (2) The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation | 12 |
| (3) Application of New Standards, Amendments and Interpretations | 12 ~ 13 |
| (4) Summary of Material Accounting Policies | 13 ~ 15 |
| (5) Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty | 15 |
| (6) Details of Significant Accounts | 15 ~ 33 |
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Contents
(7) Related Party Transactions 33 ~ 38
(8) Pledged Assets 38
(9) Significant Contingent Liabilities and Unrecognised Contract Commitments 39
(10) Significant Disaster Loss 39
(11) Significant Events after the Balance Sheet Date 39
(12) Others 40 ~ 45
(13) Supplementary Disclosures 46
(14) Segment Information 46 ~ 47
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INDEPENDENT AUDITORS' REVIEW REPORT TRANSLATED FROM CHINESE
PWCR 24000746
To the Board of Directors and Shareholders of FOXWELL POWER CO., LTD.
Introduction
We have reviewed the accompanying consolidated balance sheets of FOXWELL POWER CO., LTD. AND SUBSIDIARIES (the "Group") as at March 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the three months then ended, and notes to the consolidated financial statements, including a summary of material accounting policies. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, "Interim Financial Reporting" that came into effect as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.
Scope of Review
Except for the matters described in the basis for qualified conclusion of the consolidated financial statements for the first quarter of 2025, we conducted our reviews in accordance with the Statement of on Review Engagements 2410, "Review of Financial Information Performed by the Independent Auditor of the Entity" of the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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Basis for qualified conclusion for the first quarter of 2025
As explained in Note 4(3), the financial statements of certain insignificant consolidated subsidiaries and the related information disclosed in Note 13 were not reviewed by independent auditors. Total assets of these subsidiaries amounted to NT$21,715 thousand, constituting 0.53% of the consolidated total assets as at March 31, 2025, total liabilities amounted to NT$7,709 thousand, constituting 0.34% of the consolidated total liabilities as at March 31, 2025, and the total comprehensive loss amounted to (NT$906) thousand, constituting (2.97%) of the consolidated total comprehensive income for the three months then ended. As explained in Note 6(5), the Group’s investments accounted for using equity method as of March 31, 2025 and share of profit (loss) of associates and joint ventures accounted for using equity method were evaluated and disclosed based on investees’ financial statements of the same reporting period that were not reviewed by independent auditors. As of March 31, 2025, the balance of investments accounted for using equity method was NT$36,007 thousand, constituting 0.88% of the consolidated total assets, and the share of gain of associates and joint ventures accounted for using equity method were NT$2,048 thousand, constituting 6.72% of consolidated total comprehensive income for the three months then ended.
Qualified and unqualified conclusions
Except for the adjustments to the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of certain insignificant consolidated subsidiaries and investments accounted for using equity method been reviewed by independent auditors, that we might have become aware of had it not been for the situation described above, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as at March 31, 2025 and 2024, and of its consolidated financial performance and its consolidated cash flows for the three months then ended in accordance with Regulations
Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, "Interim Financial Reporting" that came into effect as endorsed by the Financial Supervisory Commission.
Chou, Hsiao-Tzu
CHEN, CHI-TUNG
For and on behalf of PricewaterhouseCoopers, Taiwan
May 2, 2025
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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FOXWELL POWER CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2025, DECEMBER 31, 2024 AND MARCH 31, 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 451,916 | 11 | $ 162,616 | 4 | $ 70,609 | 2 |
| 1136 | Financial assets at amortised cost - current | 6(1)(2) and 8 | 28,501 | 1 | 28,501 | 1 | 35,186 | 1 |
| 1140 | Current contract assets | 6(19) and 7 | 282,172 | 7 | 300,286 | 8 | 109,570 | 4 |
| 1150 | Notes receivable, net | 6(3) | 8,379 | - | 9,013 | - | 11,119 | - |
| 1170 | Accounts receivable, net | 6(3) | 253,749 | 6 | 268,655 | 7 | 173,469 | 5 |
| 1180 | Accounts receivable due from related parties, net | 7 | 27,868 | 1 | 108,910 | 3 | 2,786 | - |
| 1197 | Finance lease receivable, net | 6(3)(8) | 2,959 | - | 2,943 | - | 2,013 | - |
| 1200 | Other receivables | 245 | - | 216 | - | 6,050 | - | |
| 1410 | Prepayments | 6(4) | 229,056 | 5 | 178,900 | 4 | 185,341 | 6 |
| 1470 | Other current assets | 314 | - | 485 | - | 236 | - | |
| 11XX | Total current assets | 1,285,159 | 31 | 1,060,525 | 27 | 596,379 | 18 | |
| Non-current assets | ||||||||
| 1535 | Non-current financial assets at amortised cost | 6(1)(2) and 8 | 108,584 | 3 | 113,583 | 3 | 38,178 | 1 |
| 1550 | Investments accounted for under equity method | 6(5) | 36,007 | 1 | 33,959 | 1 | 39,306 | 1 |
| 1600 | Property, plant and equipment | 6(6) and 8 | 2,452,945 | 60 | 2,501,309 | 64 | 2,397,482 | 74 |
| 1755 | Right-of-use assets | 6(7) and 7 | 87,604 | 2 | 89,448 | 2 | 92,486 | 3 |
| 1780 | Intangible assets | 6(9) | 10,990 | - | 12,137 | 1 | 15,579 | 1 |
| 1840 | Deferred income tax assets | 564 | - | 565 | - | 368 | - | |
| 1915 | Prepayments for equipment | 945 | - | - | - | 116 | - | |
| 1920 | Guarantee deposits paid | 7 and 8 | 113,166 | 3 | 84,916 | 2 | 79,165 | 2 |
| 1930 | Long-term notes and accounts receivable | 6(3)(8) | 4,032 | - | 4,779 | - | 5,392 | - |
| 15XX | Total non-current assets | 2,814,837 | 69 | 2,840,696 | 73 | 2,668,072 | 82 | |
| 1XXX | Total assets | $ 4,099,996 | 100 | $ 3,901,221 | 100 | $ 3,264,451 | 100 | |
| (Continued) |
FOXWELL POWER CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2025, DECEMBER 31, 2024 AND MARCH 31, 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||||
| 2100 | Short-term borrowings | 6(10) | $ - | - | $ 126,466 | 3 | $ - | - |
| 2110 | Short-term notes and bills payable | 6(11) | - | - | 419,027 | 11 | 299,485 | 9 |
| 2130 | Current contract liabilities | 6(19) and 7 | 8,590 | - | 2,675 | - | 52,916 | 2 |
| 2170 | Accounts payable | 215,321 | 5 | 289,164 | 7 | 127,020 | 4 | |
| 2180 | Accounts payable to related parties | 7 | 3,520 | - | 52 | - | 71 | - |
| 2200 | Other payables | 6(12) | 101,588 | 3 | 109,213 | 3 | 60,301 | 2 |
| 2230 | Current income tax liabilities | 27,773 | 1 | 20,438 | 1 | 13,284 | - | |
| 2250 | Provisions for liabilities - current | 1,362 | - | 1,205 | - | 692 | - | |
| 2280 | Lease liability - current | 6(7) and 7 | 10,410 | - | 10,112 | - | 7,868 | - |
| 2320 | Long-term liabilities-current portion | 6(13) and 8 | 202,089 | 5 | 198,964 | 5 | 11,250 | - |
| 2399 | Other current liabilities, others | 4,330 | - | 2,719 | - | 180 | - | |
| 21XX | Total current liabilities | 574,983 | 14 | 1,180,035 | 30 | 573,067 | 17 | |
| Non-current liabilities | ||||||||
| 2540 | Long-term borrowings | 6(13) and 8 | 1,565,337 | 38 | 1,616,640 | 42 | 1,668,407 | 51 |
| 2550 | Provisions for liabilities - non-current | 893 | - | 1,050 | - | 744 | - | |
| 2570 | Deferred income tax liabilities | 2 | - | 2 | - | 29 | - | |
| 2580 | Lease liability - non-current | 6(7) and 7 | 80,249 | 2 | 82,336 | 2 | 85,714 | 3 |
| 2645 | Guarantee deposits received | 24,999 | 1 | 27,155 | 1 | 26,810 | 1 | |
| 25XX | Total non-current liabilities | 1,671,480 | 41 | 1,727,183 | 45 | 1,781,704 | 55 | |
| 2XXX | Total liabilities | 2,246,463 | 55 | 2,907,218 | 75 | 2,354,771 | 72 | |
| Equity | ||||||||
| Share capital | 6(16) | |||||||
| 3110 | Ordinary share | 705,000 | 17 | 600,000 | 15 | 600,000 | 18 | |
| Capital surplus | 6(17) | |||||||
| 3200 | Capital surplus | 1,049,643 | 26 | 254,335 | 7 | 253,067 | 8 | |
| Retained earnings | 6(18) | |||||||
| 3310 | Legal reserve | 8,407 | - | 8,407 | - | 2,787 | - | |
| 3350 | Unappropriated retained earnings | 89,853 | 2 | 130,592 | 3 | 53,826 | 2 | |
| 31XX | Equity attributable to owners of parent | 1,852,903 | 45 | 993,334 | 25 | 909,680 | 28 | |
| 36XX | Non-controlling interests | 630 | - | 669 | - | - | - | |
| 3XXX | Total equity | 1,853,533 | 45 | 994,003 | 25 | 909,680 | 28 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||||
| Significant events after the balance sheet date | 11 | |||||||
| 3X2X | Total liabilities and equity | $ 4,099,996 | 100 | $ 3,901,221 | 100 | $ 3,264,451 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
FOXWELL POWER CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Three months ended March 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(19) and 7 | $ 414,047 | 100 | $ 296,988 | 100 |
| 5000 | Operating costs | 6(20)(21) and 7 | ( 327,387) | ( 79) | ( 274,743) | ( 92) |
| 5900 | Gross profit | 86,660 | 21 | 22,245 | 8 | |
| Operating expenses | 6(20)(21) and 7 | |||||
| 6200 | Administrative expenses | ( 31,362) | ( 8) | ( 20,837) | ( 7) | |
| 6450 | Expected credit losses | 12(2) | ( 1,113) | - | ( 284) | - |
| 6000 | Total operating expenses | ( 32,475) | ( 8) | ( 21,121) | ( 7) | |
| 6900 | Operating profit | 54,185 | 13 | 1,124 | 1 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(2) | 96 | - | 83 | - |
| 7010 | Other income | 107 | - | 6,050 | 2 | |
| 7020 | Other gains and losses | 6(22) | ( 3,608) | ( 1) | 146 | - |
| 7050 | Finance costs | 6(7)(23) and 7 | ( 15,008) | ( 4) | - | - |
| 7060 | Share of (loss) profit of associates and joint ventures accounted for using equity method | 6(5) | ||||
| 2,048 | 1 | ( 3,046) | ( 1) | |||
| 7000 | Total non-operating income and expenses | ( 16,365) | ( 4) | 3,233 | 1 | |
| 7900 | Profit before income tax | 37,820 | 9 | 4,357 | 2 | |
| 7950 | Income tax expense | 6(24) | ( 7,336) | ( 2) | ( 1,814) | ( 1) |
| 8200 | Profit for the year | $ 30,484 | 7 | $ 2,543 | 1 | |
| 8500 | Total comprehensive income for the year | $ 30,484 | 7 | $ 2,543 | 1 | |
| Profit (loss) attributable to: | ||||||
| 8610 | Shareholders of the parent | $ 30,525 | 7 | $ 2,543 | 1 | |
| 8620 | Non-controlling interests | ($ 41) | - | $ - | - | |
| Total comprehensive income (loss) attributable to: | ||||||
| 8710 | Shareholders of the parent | $ 30,525 | 7 | $ 2,543 | 1 | |
| 8720 | Non-controlling interests | ($ 41) | - | $ - | - | |
| Basic earnings per share (in dollars) | 6(25) | |||||
| 9750 | Basic earnings per share | $ | 0.44 | $ | 0.04 | |
| Diluted earnings per share (in dollars) | 6(25) | |||||
| 9850 | Diluted earnings per share | $ | 0.43 | $ | 0.04 |
The accompanying notes are an integral part of these consolidated financial statements.
FOXWELL POWER CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent |
|---|
| Additional paid-in capital |
| Three months ended March 31, 2024 |
| Balance at January 1 |
| Profit for the period |
| Other comprehensive income |
| Total comprehensive income |
| Appropriation and distribution of retained earnings: 6(18) |
| Cash dividends |
| Compensation costs of employee stock options |
| Balance at March 31 |
| Three months ended March 31, 2025 |
| Balance at January 1 |
| Profit (loss) for the period |
| Other comprehensive income |
| Total comprehensive income (loss) |
| Appropriation and distribution of retained earnings: 6(18) |
| Cash dividends |
| Compensation costs of employee stock options |
| Cash capital increase |
| Balance at March 31 |
The accompanying notes are an integral part of these consolidated financial statements.
FOXWELL POWER CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Three months ended March 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 37,820 | $ 4,357 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Expected credit loss | 12(2) | 1,113 | 284 |
| Depreciation expense | 6(6)(7)(20) | 50,962 | 6,388 |
| Amortisation charge | 6(9)(20) | 1,147 | 1,147 |
| Share of loss of associates and joint ventures accounted for using equity method | 6(5) | ||
| Interest expense | 6(23) | 15,008 | - |
| Interest income | ( 96 ) | ( 83 ) | |
| Warranty expenses | 6(20) | - | 363 |
| Share-based payments | 6(15) | 1,525 | 254 |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Current contract assets | 18,114 | ( 7,299 ) | |
| Notes receivable | 634 | 634 | |
| Accounts receivable | 13,793 | ( 35,551 ) | |
| Lease receivable | 731 | 497 | |
| Accounts receivable due from related parties | 81,042 | 1,707 | |
| Other receivables | ( 29 ) | 10,069 | |
| Prepayments | ( 50,156 ) | ( 38,770 ) | |
| Other current assets | 171 | 257 | |
| Changes in operating liabilities | |||
| Current contract liabilities | 5,915 | 45,178 | |
| Notes payable | - | ( 17,555 ) | |
| Accounts payable | ( 73,843 ) | ( 17,399 ) | |
| Accounts payable to related parties | 3,468 | 49 | |
| Other payables | 963 | 4,701 | |
| Other current liabilities | 1,611 | 48 | |
| Cash inflow (outflow) generated from operations | 107,845 | ( 37,678 ) | |
| Interest received | 96 | 83 | |
| Interest paid | ( 15,008 ) | - | |
| Net cash flows from (used in) operating activities | 92,933 | ( 37,595 ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at amortised cost | 4,999 | ( 11,109 ) | |
| Acquisition of investments accounted for using equity method | 6(5) | - | ( 40,670 ) |
| Acquisition of property, plant and equipment | 6(26) | ( 79,088 ) | ( 145,943 ) |
| Capitalised interest payments | 6(6)(26) | - | ( 14,881 ) |
| Increase in prepayments for business facilities | ( 945 ) | ( 16,753 ) | |
| Increase in refundable deposits | ( 28,250 ) | ( 16,763 ) | |
| Net cash flows used in investing activities | ( 103,284 ) | ( 246,119 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from short-term debt | 6(27) | 5,000 | - |
| Repayments of short-term debt | 6(27) | ( 131,466 ) | - |
| (Decrease) increase in short-term notes and bills payable | 6(27) | ( 419,027 ) | 49,542 |
| Proceeds from long-term debt | 6(27) | - | 575,169 |
| Repayments of long-term debt | 6(27) | ( 48,178 ) | ( 474,071 ) |
| Repayments of principal of lease liabilities | 6(27) and 7 | ( 2,543 ) | ( 1,769 ) |
| Decrease in deposits received | 6(27) | ( 2,156 ) | ( 1,849 ) |
| Cash capital increase | 6(16) | 898,021 | - |
| Net cash flows from financing activities | 299,651 | 147,022 | |
| Net increase (decrease) in cash and cash equivalents | 289,300 | ( 136,692 ) | |
| Cash and cash equivalents at beginning of period | 162,616 | 207,301 | |
| Cash and cash equivalents at end of period | $ 451,916 | $ 70,609 |
The accompanying notes are an integral part of these consolidated financial statements.
FOXWELL POWER CO., LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
- 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 65.87% 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.
- The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
These consolidated financial statements were authorised for issuance by the Board of Directors on May 2, 2025.
- Application of New Standards, Amendments and Interpretations
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS®”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2025 are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IAS 21, ‘Lack of exchangeability’ | January 1, 2025 |
| The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. |
(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2025 are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Specific provisions of Amendments to IFRS 9 and IFRS 7, ‘Amendments to the classification and measurement of financial instruments’ | January 1, 2026 |
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The above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment.
(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Specific provisions of Amendments to IFRS 9 and IFRS 7, ‘Amendments to the classification and measurement of financial instruments’ | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature-dependent electricity’ | January 1, 2026 |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ | To be determined by International Accounting Standards Board |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – comparative information’ | January 1, 2023 |
| IFRS 18, ‘Presentation and disclosure in financial statements’ | January 1, 2027 |
| IFRS 19, ‘Subsidiaries without public accountability: disclosures’ | January 1, 2027 |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
Except for the following which has not yet been assessed, the above standards and interpretations have no significant impact to the Group's financial condition and financial performance based on the Group's assessment:
IFRS 18, 'Presentation and disclosure in financial statements'
IFRS 18, 'Presentation and disclosure in financial statements' replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to management-defined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
4. Summary of Material Accounting Policies
The principal accounting policies adopted are consistent with Note 4 in the consolidated financial statements for the year ended December 31, 2024, except for the compliance statement, basis of preparation, basis of consolidation and additional policies as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
A The consolidated financial statements of the Group have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Accounting Standard 34, 'Interim financial reporting' that came into effect as endorsed by the FSC.
B These consolidated financial statements are to be read in conjunction with the consolidated financial statements for the year ended December 31, 2024.
(2) Basis of preparation
A. The consolidated financial statements have been prepared under the historical cost convention.
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 judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
A. Basis for preparation of consolidated financial statements:
(a) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
B. Subsidiaries included in the consolidated financial statements:
| Name of investor | Name of subsidiary | Main business activities | Ownership(%) | Description | ||
|---|---|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||
| The Company | Foxwell Certification Co., Ltd. (Foxwell Certification) | Energy technical services | 95.5 | 95.5 | 100 | Note |
Note: The financial statements of the entity as of and for the three months ended March 31, 2025 were not reviewed by the independent auditors as the entity did not meet the definition of a significant subsidiary.
C. Subsidiaries not included in the consolidated financial statements: None.
D. Adjustments for subsidiaries with different balance sheet dates: None.
E. Significant restrictions: None.
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
(4) Income taxes
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of 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. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
E. The interim period income tax expense is recognised based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly.
- Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
There was no significant change in the reporting period. Please refer to Note 5 in the consolidated financial statements for the year ended December 31, 2024.
- Details of Significant Accounts
(1) Cash and cash equivalents
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Cash on hand and revolving funds | $ 60 | $ 60 | $ 70 |
| Checking accounts and demand deposits | 451,856 | 162,556 | 70,539 |
| $ 451,916 | $ 162,616 | $ 70,609 |
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
B. As of March 31, 2025, December 31, 2024 and March 31, 2024, cash and cash equivalents amounting to $137,085, $142,084 and $73,364, 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 | March 31, 2025 | December 31, 2024 | March 31, 2024 |
|---|---|---|---|
| Current items: | |||
| Restricted bank deposits | $ - | $ - | $ 6,506 |
| Pledged time deposits | 28,501 | 28,501 | 28,680 |
| $ 28,501 | $ 28,501 | $ 35,186 | |
| Non-current items : | |||
| Restricted bank deposits | $ 61,059 | $ 66,058 | $ 20,744 |
| Pledged time deposits | 47,525 | 47,525 | 17,434 |
| $ 108,584 | $ 113,583 | $ 38,178 |
A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income | $ - | $ 15 |
B. As at March 31, 2025, December 31, 2024 and March 31, 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group was $137,085, $142,084 and $73,364, respectively.
C. Details of the Group's financial assets at amortised cost pledged to others as collateral are provided in Note 8.
D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Group's investments in certificates of deposit are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.
(3) Notes and accounts receivable, net
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Notes receivable | $ 8,379 | $ 9,013 | $ 11,119 |
| Accounts receivable | 251,208 | 254,390 | 170,000 |
| Construction receivable | 4,816 | 15,427 | 4,236 |
| Less: Allowance for bad debts | ( 2,275) | ( 1,162) | ( 767) |
| $ 262,128 | $ 277,668 | $ 184,588 |
A. Details of the ageing analysis of accounts receivable are provided in Note 12(2) and the ageing of notes receivable are not overdue.
B. As of March 31, 2025, December 31, 2024 and March 31, 2024, notes receivable and accounts receivable (including long-term notes and accounts receivable and finance lease receivable) were all from contracts with customers. And as of January 1, 2024, the balance of receivables from contracts with customers amounted to $157,857.
C. The Group has no notes and accounts receivable pledged to others.
D. As at March 31, 2025, December 31, 2024 and March 31, 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable (including long-term notes and accounts receivable and finance lease receivable) was $269,119, $285,390 and $191,993, respectively.
E. The Group does not hold any collateral as security.
F. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2).
(4) Prepayments
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Prepayments for construction | $ 140,231 | $ 134,427 | $ 49,066 |
| Prepaid consulting fees | 35,000 | - | - |
| Excess business tax paid / overpaid VAT | 26,062 | 30,489 | 6,616 |
| Prepaid insurance premiums | 19,394 | - | 20,148 |
| Input VAT | - | - | 108,091 |
| Others | 8,369 | 13,984 | 1,420 |
| $ 229,056 | $ 178,900 | $ 185,341 |
(5) Investments accounted for using equity method
| March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Investee companies | Carrying amount | Ownership (%) | Carrying amount | Ownership (%) | Carrying amount | Ownership (%) |
| Associate | ||||||
| Cheng Shin Digital CO., LTD. | $ 36,007 | 49% | $ 33,959 | 49% | $ 39,306 | 49% |
A. For the three months ended March 31, 2025, the share of profit of investments accounted for using the equity method amounted to $2,048, which were valued based on the investees’ financial statements that were not reviewed by the independent auditors for the corresponding periods.
B. For the three months ended March 31, 2024, the share of loss of investments accounted for using the equity method amounted to ($3,046), which were reviewed by the independent auditors for the same period.
C. On January 12, 2024, the Group participated in the capital increase raised by Cheng Shin Digital Co., Ltd. in the amount of $40,670. The shareholding ratio remains at 49% after the capital increase.
D. Associates
The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarised below:
(a) As of March 31, 2025, December 31, 2024 and March 31, 2024, the carrying amount of the Group’s individually immaterial associates amounted to $36,007, $33,959 and $39,306, respectively.
(b) For the three months ended March 31, 2025 and 2024, the Group’s share of the operating results in individually immaterial associates are as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Profit (loss) for the period from continuing operations | $ 2,048 | ($ 3,046) |
| Total comprehensive profit (loss) for the period | $ 2,048 | ($ 3,046) |
(6) Property, plant and equipment
| At January 1, 2025 | Machinery and equipment | Leasehold improvements | Office equipment | Other equipment | Unfinished construction | Total |
|---|---|---|---|---|---|---|
| Cost | $ 2,669,243 | $ 10,142 | $ 1,712 | $ - | $ - | $ 2,681,097 |
| Accumulated depreciation | ( 177,235) | ( 1,899) | ( 654) | - | - | ( 179,788) |
| $ 2,492,008 | $ 8,243 | $ 1,058 | $ - | $ - | $ 2,501,309 | |
| 2025 | ||||||
| Opening net book amount as at January 1 | $ 2,492,008 | $ 8,243 | $ 1,058 | $ - | $ - | $ 2,501,309 |
| Depreciation expense | ( 47,631) | ( 611) | ( 122) | - | - | ( 48,364) |
| Closing net book amount as at March 31 | $ 2,444,377 | $ 7,632 | $ 936 | $ - | $ - | $ 2,452,945 |
| At March 31, 2025 | ||||||
| Cost | $ 2,669,243 | $ 10,142 | $ 1,712 | $ - | $ - | $ 2,681,097 |
| Accumulated depreciation | ( 224,866) | ( 2,510) | ( 776) | - | - | ( 228,152) |
| $ 2,444,377 | $ 7,632 | $ 936 | $ - | $ - | $ 2,452,945 | |
| At January 1, 2024 | Machinery and equipment | Leasehold improvements | Office equipment | Other equipment | Unfinished construction | Total |
| Cost | $ 192,858 | $ 2,110 | $ 1,522 | $ 249 | $ 2,168,949 | $ 2,365,688 |
| Accumulated depreciation | ( 29,210) | ( 873) | ( 167) | ( 220) | - | ( 30,470) |
| $ 163,648 | $ 1,237 | $ 1,355 | $ 29 | $ 2,168,949 | $ 2,335,218 | |
| 2024 | ||||||
| Opening net book amount as at January 1 | $ 163,648 | $ 1,237 | $ 1,355 | $ 29 | $ 2,168,949 | $ 2,335,218 |
| Additions | 91 | - | 190 | - | 49,334 | 49,615 |
| Reclassifications | - | - | - | - | 18,013 | 18,013 |
| Depreciation expense | ( 5,137) | ( 98) | ( 117) | ( 12) | - | ( 5,364) |
| Closing net book amount as at March 31 | $ 158,602 | $ 1,139 | $ 1,428 | $ 17 | $ 2,236,296 | $ 2,397,482 |
| At March 31, 2024 | ||||||
| Cost | $ 192,949 | $ 2,110 | $ 1,712 | $ 249 | $ 2,236,296 | $ 2,433,316 |
| Accumulated depreciation | ( 34,347) | ( 971) | ( 284) | ( 232) | - | ( 35,834) |
| $ 158,602 | $ 1,139 | $ 1,428 | $ 17 | $ 2,236,296 | $ 2,397,482 |
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:
(No such transaction as of March 31, 2025)
| Three months ended March 31, | ||
|---|---|---|
| 2024 | ||
| Amount capitalised | $ | 14,881 |
| Range of the interest rates for capitalisation | 1.6%~2.689% |
B. Information about the Group's property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
(7) Lease transactions—lessee
A. The Group leases various assets including land, buildings and business vehicles. Rental contracts are typically made for periods of 3 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:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Book value | Book value | Book value | |
| Land use right | $ 70,525 | $ 71,708 | $ 75,255 |
| Buildings | 15,261 | 16,499 | 16,290 |
| Transportation equipment | 1,588 | 1,241 | 941 |
| Machinery and equipment | 230 | - | - |
| $ 87,604 | $ 89,448 | $ 92,486 | |
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Depreciation expense | Depreciation expense | ||
| Land use right | $ 1,183 | $ 1,183 | |
| Buildings | 1,238 | 712 | |
| Transportation equipment | 147 | 80 | |
| Machinery and equipment | 30 | - | |
| Less: Capitalisation depreciation | - | ( 951) | |
| $ 2,598 | $ 1,024 |
C. For the three months ended March 31, 2025 and 2024, the additions to right-of-use assets were $754 and $3,851, respectively.
~19~
D. The information on profit and loss accounts relating to lease contracts is as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Items affecting profit or loss | ||
| Interest expense on lease liabilities | $ 496 | $ 479 |
| Expense on short-term lease contracts | 2,972 | 394 |
| Expense on leases of low-value assets | 34 | 33 |
| Gain on sublease of right-of-use assets | ( 12) | - |
E. For the three months ended March 31, 2025 and 2024, the Group's total cash outflow for leases were $6,045 and $2,675, respectively.
(8) Leasing arrangements – lessor
A. The Group leases various assets including energy-saving equipment and right-of-use assets. Rental contracts are made for periods of 3 to 6 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
B. The Group leases machinery and equipment and right-of-use assets under a finance lease. Based on the terms of the lease contract, the ownership of such assets will be transferred to lessees when the leases expire. Information on profit or loss in relation to lease contracts is as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Finance income from the net investment in the finance lease | $ 40 | $ 39 |
C. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Within 1 year | $ 3,080 | $ 3,080 | $ 2,143 |
| Within 2 years | 2,846 | 3,080 | 2,143 |
| Within 3 years | 1,250 | 1,787 | 2,143 |
| Within 4 years | - | - | 1,251 |
| Within 5 years | - | - | - |
| $ 7,176 | $ 7,947 | $ 7,680 |
D. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | Current | Non-current | |
| Undiscounted lease payments | $ 3,080 | $ 4,096 | $ 3,080 | $ 4,867 | $ 2,143 | $ 5,537 |
| Unearned finance income | ( 121) | ( 64) | ( 137) | ( 88) | ( 130) | ( 145) |
| Net investment in the lease | $ 2,959 | $ 4,032 | $ 2,943 | $ 4,779 | $ 2,013 | $ 5,392 |
E. The Group has no overdue lease receivables from the lessee, and the amount of loss arising from credit risk is assessed to be insignificant.
(9) Intangible assets
| | 2025
Computer software | 2024
Computer software |
| --- | --- | --- |
| At January 1 | | |
| Cost | $ 22,918 | $ 22,918 |
| Accumulated amortisation | ( 10,781) | ( 6,192) |
| | $ 12,137 | $ 16,726 |
| Opening net book amount as at January 1 | $ 12,137 | $ 16,726 |
| Amortisation charge | ( 1,147) | ( 1,147) |
| Closing net book amount as at March 31 | $ 10,990 | $ 15,579 |
| At March 31 | | |
| Cost | $ 22,918 | $ 22,918 |
| Accumulated amortisation | ( 11,928) | ( 7,339) |
| | $ 10,990 | $ 15,579 |
Details of amortization on intangible assets are as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Administrative expenses | $ 1,147 | $ 1,147 |
(10) Short-term borrowings (No such transaction as of March 31, 2025 and 2024)
| Type of Borrowings | December 31, 2024 | Interest rate range | Collateral |
|---|---|---|---|
| Bank borrowings | |||
| Unsecured borrowings | $ 126,466 | 2.025%~2.530% | None. |
(11) Short-term notes and bills payable (No such transaction as of March 31, 2025)
| December 31, 2024 | March 31, 2024 | |
|---|---|---|
| Commercial papers | $ 420,000 | $ 300,000 |
| Discount amortisation | ( 973) | ( 515) |
| $ 419,027 | $ 299,485 | |
| Interest rate range | 2.278%~2.298% | 2.098%~2.108% |
There was no collateral pledged for the above short-term notes and bills payable.
(12) Other payables
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Dividends payable | $ 70,500 | $ - | $ 30,000 |
| Employees’ dividends and directors’ and supervisors’ remuneration payable | 9,920 | 7,280 | 5,343 |
| Salary and bonus payable | 5,906 | 10,906 | 4,060 |
| Payables for machinery and equipment | 1,900 | 80,988 | 10,070 |
| Others | 13,362 | 10,039 | 10,828 |
| $ 101,588 | $ 109,213 | $ 60,301 |
(13) Long-term borrowings
| Type of Borrowings | Borrowing period and repayment term | Interest rate range | March 31, 2025 |
|---|---|---|---|
| Long-term bank borrowings | |||
| Secured borrowings | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 2.99% | $ 70,313 |
| Unsecured borrowings | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 2.99% | 4,687 |
| Secured borrowings | Borrowing period is from July 2024 to July 2029; pay entire amount in installments.(Note) | 2.99% | 1,201,270 |
| Unsecured borrowings | Borrowing period is from July 2024 to July 2029; pay entire amount in installments. | 2.67% | 50,000 |
| Unsecured borrowings | Borrowing period is from July 2024 to July 2029; pay entire amount in installments. | 2.99% | 441,156 |
| 1,767,426 | |||
| Less: Current portion | ( 202,089) | ||
| $ 1,565,337 |
| Type of Borrowings | Borrowing period and repayment term | Interest rate range | December 31, 2024 |
|---|---|---|---|
| Long-term bank borrowings | |||
| Secured borrowings | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 3.13% | $ 75,000 |
| Unsecured borrowings | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 3.13% | 5,000 |
| Secured borrowings | Borrowing period is from July 2024 to September 2028; pay entire amount in installments. | 2.99% | 1,232,851 |
| Unsecured borrowings | Borrowing period is from July 2024 to July 2029; pay entire amount in installments. | 2.67% | 50,000 |
| Unsecured borrowings | Borrowing period is from July 2024 to July 2029; pay entire amount in installments. | 2.99% | 452,753 |
| 1,815,604 | |||
| Less: Current portion | (198,964) | ||
| $ 1,616,640 | |||
| Type of Borrowings | and repayment term | Interest rate range | March 31, 2024 |
| Long-term bank borrowings | |||
| Secured borrowings | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 2.55% | $ 89,063 |
| Unsecured borrowings | Borrowing period is from October 2022 to September 2028; pay entire amount in installments. | 2.55% | 5,937 |
| Syndicated borrowings | Borrowing period is from October 2022 to October 2025; pay entire amount of principal when due. | 2.4723%~2.689% | 1,598,200 |
| 1,693,200 | |||
| Less: Current portion | (11,250) | ||
| Less: Syndicated expense | (13,125) | ||
| Less: Discount amortisation | (418) | ||
| $ 1,668,407 |
Note: The Group 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 Group shall annually review the financial ratios to maintain a current ratio not less than 150%, a net debt-to-equity ratio not higher than 200% and a net asset value not less than $800,000 before July 31 during the facility period each year. Additionally, the Group is required to review the shareholding ratio of the ultimate parent company and the parent company on a semi-annual basis.
In addition, on February 29, 2024, the Group obtained a letter of credit line assessment from Taishin Bank and entered into a long-term borrowing agreement with Taishin Bank amounting to $1,845,000 on June 5, 2024. Under the agreement, the Group shall semi-annually review the financial ratios to maintain a current ratio not less than 100%, a net debt-to-equity ratio not higher than 250%, a net asset value not less than $900,000 and a Debt Service Coverage Ratio not lower than 1.05 times during the facility period based on the consolidated financial statements issued by the auditors. Additionally, the Group is required to review the shareholding ratio of the ultimate parent company and the parent company on a semi-annual basis. If the abovementioned financial ratios are not met, an interest rate of 0.15% will be added. As of March 31, 2025, certain financial ratios did not meet the required ratio and thus an additional interest rate would be added based on the contracts on the review date.
B. On October 3, 2022, the Group entered into a syndicated contract for a credit line of $1,750,000 with 3 financial institutions including O-Bank, etc. The credit line is divided into item A and item B. As at December 31, 2023, the drawn credit line were all item A. The purpose of item B is to repay the outstanding balance of item A for the Group, and thus when the preconditions for the first drawdown of credit item B are met, the credit line of item A will be converted into the borrowing of item B. The financial commitments related to item B are as follows:
(a) The Group committed to review the latest six months' or twelve months' revenue from ancillary services on a semi-annual or annual basis after the site of the project has been qualified to trade on the energy trading platform and the first settlement amount of ancillary services revenue has been remitted to the reserve account. The interest rate will be adjusted by 0.1% if the cumulative number of times did not meet the above requirement of which the revenue reached 80% of the average monthly income listed in the "Estimated statement of annual gain and loss and cash flow."
(b) The Group committed to review the DSCR (Debt Service Coverage Ratio) semi-annually based on the revenue from ancillary services and the principal and interest amount for the last twelve months from the date the first monthly settlement amount of ancillary services revenue for the site of project has been remitted to the reserve account for a full twelve months. The Group should repay the principal in advance within three months or by other appropriate means as agreed by the management bank, so that the DSCR will not be lower than 1.1 times.
The syndicated contract that the Group entered into with 3 financial institutions including O-Bank, etc. was fully settled in July 2024, and the related syndicated credit lines were fully deregistered.
C. Information on collateral pledged for long-term borrowings is provided in Note 8.
(14) Pensions
A. The Group 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 Group 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.
~24~
B. The pension costs under defined contribution pension plans of the Group for the three months ended March 31, 2025 and 2024, were $785 and $502, respectively.
(15) Share-based payment
A. The Group’s share-based payment arrangements were as follows:
| Type of arrangement | Grant date | Quantity granted | Contract period | Vesting conditions |
|---|---|---|---|---|
| Employee stock options | 2023.11.21 | 2,000,000 | 5 years | 2~4 years’ service |
| Cash capital increase reserved for subsidiaries’ employee preemption | 2024.12.31 | 1,575,000 | NA | Immediately |
Aside from the above share-based payments, the Group has no share-based payments granted to employees.
B. Details of the share-based payment arrangements are as follows:
(a) The Company’s share-based payment arrangements were as follows:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| No. of options (in thousands) | Weighted-average exercise price (in dollars) | No. of options (in thousands) | Weighted-average exercise price (in dollars) | |
| Options outstanding at January 1 | 2,000 | $ 16 | 2,000 | $ 16 |
| Options outstanding at March 31 | 2,000 | 15.22 | 2,000 | 16 |
| Options exercisable at March 31 | - | - | - | - |
(b) The Company’s share-based payment arrangements in relation to cash capital increase reserved for employee preemption were as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | ||
| No. of options (in thousands) | Weighted-average exercise price (in dollars) | |
| Options outstanding at January 1 | - | $ - |
| Options granted | 1,575 | 81 |
| Options forfeited | ( 185) | 81 |
| Options exercised | ( 1,390) | 81 |
| Options outstanding at March 31 | - | - |
C. The Company’s weighted-average stock price at the exercise date was NT$116.98 (in dollars) for the three months ended March 31, 2025.
D. As of March 31, 2025, December 31, 2024 and March 31, 2024, the Company’s exercise price of stock options outstanding was NT$15.22 (in dollars), NT$16 (in dollars) and NT$16 (in dollars), respectively; the weighted-average remaining contractual period was 3.6 years, 3.8 years and 4.6 years, respectively.
E. The fair value of stock options granted on grant date is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
| Type of arrangement | Grant date | Stock price (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 | 2023.11.21 | $16.92 | $16 | 25.93% | 3~4 years | - | 1.1966% | $3.071~4.189 |
| Cash capital increase reserved for subsidiaries’ employee preemption | 2024.12.31 | 81.05 | 81 | 40.59% | 0.01 years | - | 1.5505% | 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.
F. The compensation costs recognised for the above employee stock options and cash capital increase reserved for employee preemption for the three months ended March 31, 2025 and 2024 were $1,525 and $254, respectively.
(16) Share capital
A. As of March 31, 2025, the Group’s authorised capital was $2,000,000, and the paid-in capital was $705,000, consisting of 70,500 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:
| 2025 | 2024 | |
|---|---|---|
| At January 1 | 60,000 | 60,000 |
| Cash capital increase | 10,500 | - |
| At March 31 | 70,500 | 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.
(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 paid-in 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. Stock dividends should be appropriated at a rate of 10% per annum. The remainder shall be proposed by the Board of Directors and resolved by the shareholders as dividends to shareholders. The Board of Directors is authorised to distribute all or part of dividends and bonuses or legal reserve and capital surplus in the form of cash through a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, and the distribution shall be reported to the shareholders’ meeting.
B. The Company’s dividend policy is summarised below: It is determined based on the Company’s profitability, future operational development and the safeguard of shareholders’ rights and interests, etc. The dividend distribution is proposed by the Board of Directors in accordance with the Articles of Incorporation depending on the Company’s current share capital, financial structure, operational conditions and earnings, at least 10% of the current earnings after tax shall be distributed as shareholders’ dividends through capitalisation of earnings or cash dividends in order to achieve a balance and stable dividend policy. However, cash dividends shall account for at least 10% of the total dividends distributed.
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
D. The appropriation of 2024 earnings resolved by the Board of Directors on March 4, 2025, and the appropriations of 2023 earnings approved at the shareholders’ meeting on May 15, 2024 are as follows:
| Year ended December 31, 2024 | Year ended December 31, 2023 | |||
|---|---|---|---|---|
| Amount | Dividends per share (in dollars) | Amount | Dividends per share (in dollars) | |
| Legal reserve | $ 8,493 | $ 5,620 | ||
| Cash dividends | 70,500 | $ 1.0 | 30,000 | $ 0.5 |
| Total | $ 78,993 | $ 35,620 |
For the appropriation of 2024 earnings, as of May 2, 2025, except that cash dividends had been approved by the Board of Directors (was pending for reporting to the shareholders) on March 4, 2025 and there was no dividends payable accrued in these consolidated financial statements, the remaining amount has not yet been resolved by the shareholders. For the information relating to the distribution of earnings as approved by the Board of Directors or the resolution of shareholders’ meeting, please refer to the Market Observation Post System.
~27~
(19) Operating revenue
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major sources:
| Three months ended March 31, 2025 | Construction revenue | Service revenue | Electricity sales revenue | Total |
|---|---|---|---|---|
| Revenue from external customer contracts | $ 24,797 | $ 111,770 | $ 277,480 | $ 414,047 |
| Timing of revenue recognition | ||||
| At a point in time | $ - | $ 104,975 | $ - | $ 104,975 |
| Over time | 24,797 | 6,795 | 277,480 | 309,072 |
| $ 24,797 | $ 111,770 | $ 277,480 | $ 414,047 | |
| Three months ended March 31, 2024 | Construction revenue | Service revenue | Electricity sales revenue | Total |
| Revenue from external customer contracts | $ 30,202 | $ 4,535 | $ 262,251 | $ 296,988 |
| Timing of revenue recognition | ||||
| At a point in time | $ - | $ 4,098 | $ - | $ 4,098 |
| Over time | 30,202 | 437 | 262,251 | 292,890 |
| $ 30,202 | $ 4,535 | $ 262,251 | $ 296,988 |
B. Unfulfilled construction contracts
Aggregate amount of the transaction price allocated to and the year expected to recognise revenue for the unsatisfied performance obligations in relation to the contracted significant construction contracts as of March 31, 2025, December 31, 2024 and March 31, 2024 are as follows:
| Year | Total contract consideration | Amount of unfulfilled obligations | Year expected to recognise revenue |
|---|---|---|---|
| March 31, 2025 | $ 610,311 | $ 246,031 | 2025 |
| December 31, 2024 | 867,379 | 262,658 | 2025 |
| March 31, 2024 | 513,203 | 257,286 | 2024 |
C. Contract assets and liabilities
(a) Changes in the Group's contract assets and contract liabilities are mainly from the difference between the progress of completion of construction performance obligations measured over time and the timing of customers' payment.
(b) The Group has recognised the following revenue-related contract assets and liabilities:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Contract assets: | |||
| Contract assets - construction contract | $ 279,170 | $ 299,520 | $ 109,570 |
| Contract assets - service contract | 3,002 | 766 | - |
| $ 282,172 | $ 300,286 | $ 109,570 | |
| Contract liabilities: | |||
| Contract liabilities - advance sales receipts | $ 764 | $ 764 | $ 764 |
| Contract liabilities - construction contract | 6,921 | 529 | 52,152 |
| Contract liabilities - service contract | 905 | 1,382 | - |
| $ 8,590 | $ 2,675 | $ 52,916 |
(c) As of March 31, 2025, December 31, 2024 and March 31, 2024, the recognition of the aforementioned construction contract-related contract assets and liabilities are as follows:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Aggregate costs incurred plus recognised profits | $ 352,159 | $ 327,361 | $ 255,917 |
| Less: Progress billings | ( 79,910) | ( 28,370) | ( 198,499) |
| Net balance sheet position for construction in progress | $ 272,249 | $ 298,991 | $ 57,418 |
| Presented as: | |||
| Current contract assets | $ 279,170 | $ 299,520 | $ 109,570 |
| Current contract liabilities | ( 6,921) | ( 529) | ( 52,152) |
| $ 272,249 | $ 298,991 | $ 57,418 |
(d) Information relating to credit risk of contract assets is provided in Note 12(2).
D. Information about the significant construction contracts contracted by the Group is provided in Note 9.
(20) Expenses by nature
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Employee benefit expense | $ 23,575 | $ 12,653 |
| Depreciation expense | 50,962 | 6,388 |
| Cost of services | 2,070 | 1,446 |
| Amortisation charge | 1,147 | 1,147 |
| Rent expense | 3,006 | 427 |
| Warranty expense | - | 363 |
(21) Employee benefit expense
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Salary expenses | $ 20,172 | $ 10,615 |
| Labour and health insurance fees | 1,669 | 961 |
| Pension costs | 785 | 502 |
| Other personnel expenses | 949 | 575 |
| $ 23,575 | $ 12,653 |
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees' compensation and directors' and supervisors' remuneration. The ratio shall not be lower than 6% for employees' compensation and shall not be higher than 3% for directors' and supervisors' remuneration.
B. For the three months ended March 31, 2025 and 2024, employees' compensation was accrued at $2,450 and $340, respectively; while directors' and supervisors' remuneration was accrued at $410 and $0, respectively. The aforementioned amounts were recognised in salary expenses.
C. The employees' compensation and directors' remuneration were estimated and accrued based on distributable profit of current year as of the end of reporting period and the percentage prescribed by the Company's Articles of Incorporation.
D. Employees' compensation and directors' and supervisors' remuneration of 2024 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2024 financial statements.
(22) Other gains and losses
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Currency exchange (losses) gains | ($ 3,397) | $ 146 |
| Others | ( 211) | - |
| ($ 3,608) | $ 146 |
(23) Finance costs
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest expense | ||
| Bank borrowings | $ 14,512 | $ 14,402 |
| Lease liability | 496 | 479 |
| Less: Capitalized interest payments | - | ( 14,881) |
| $ 15,008 | $ - |
(24) Income taxes
A. Income tax expense
Components of income tax expense:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax: | ||
| Current tax on profits for the period | $ 7,336 | $ 1,832 |
| Total current tax | 7,336 | 1,832 |
| Deferred tax: | ||
| Origination and reversal of temporary differences | - | ( 18) |
| Total deferred tax | - | ( 18) |
| Income tax expense | $ 7,336 | $ 1,814 |
B. The income tax returns of the Company and its domestic subsidiary, Foxwell Certification through 2023 have been assessed and approved by the Tax Authority.
(25) Earnings per share
| Three months ended March 31, 2025 | |||
|---|---|---|---|
| Amount after tax | Weighted average number of ordinary shares outstanding (share in thousands) | Earnings per share (in dollars) | |
| Basic earnings per share | |||
| Profit attributable to ordinary shareholders of the parent | $ 30,525 | 69,084 | $ 0.44 |
| Diluted earnings per share | |||
| Profit attributable to ordinary shareholders of the parent | $ 30,525 | 69,084 | |
| Assumed conversion of all dilutive potential ordinary shares | |||
| Employee share options | - | 1,745 | |
| Employees’ compensation | - | 13 | |
| Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares | $ 30,525 | 70,842 | $ 0.43 |
~32~
Three months ended March 31, 2024
| Amount after tax | Weighted average number of ordinary shares outstanding (share in thousands) | Earnings per share (in dollars) | |
|---|---|---|---|
| Basic earnings per share | |||
| Profit attributable to ordinary shareholders of the parent | $ 2,543 | 60,000 | $ 0.04 |
| Diluted earnings per share | |||
| Profit attributable to ordinary shareholders of the parent | $ 2,543 | 60,000 | |
| Assumed conversion of all dilutive potential ordinary shares | |||
| Employee share options | - | 1,585 | |
| Employees’ compensation | - | 3 | |
| Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares | $ 2,543 | 61,588 | $ 0.04 |
(26) Supplemental cash flow information
Investing activities with partial cash payments:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Purchase of property, plant and equipment | $ - | $ 49,615 |
| Add: Opening balance of payable on equipment | 80,988 | 122,230 |
| Less: Ending balance of payable on equipment | ( 1,900) | ( 10,070) |
| Capitalised interest payments | - | ( 14,881) |
| Capitalised depreciation | - | ( 951) |
| Cash paid during the period | $ 79,088 | $ 145,943 |
(27) Changes in liabilities from financing activities
| 2025 | ||||||
|---|---|---|---|---|---|---|
| Short-term borrowings | Short-term notes and bills payable | Long-term borrowings | Lease liabilities | Guarantee deposits received | Liabilities from financing gross | |
| At January 1 | $ 126,466 | $ 419,027 | $ 1,815,604 | $ 92,448 | $ 27,155 | $ 2,480,700 |
| Changes in cash flow from financing activities | ( 126,466) | ( 419,027) | ( 48,178) | ( 2,543) | ( 2,156) | ( 598,370) |
| Interest expense paid | - | - | - | ( 496) | - | ( 496) |
| Changes in other non-cash items | ||||||
| Increase in lease liabilities during the period | - | - | - | 754 | - | 754 |
| Interest expense on lease liabilities | - | - | - | 496 | - | 496 |
| At March 31 | $ - | $ - | $ 1,767,426 | $ 90,659 | $ 24,999 | $ 1,883,084 |
| 2024 | ||||||
| Short-term borrowings | Short-term notes and bills payable | Long-term borrowings | Lease liabilities | Guarantee deposits received | Liabilities from financing gross | |
| At January 1 | $ - | $ 249,943 | $ 1,578,559 | $ 91,500 | $ 28,659 | $ 1,948,661 |
| Changes in cash flow from financing activities | - | 49,542 | 101,098 | ( 1,769) | ( 1,849) | 147,022 |
| Interest expense paid | - | - | - | ( 479) | - | ( 479) |
| Changes in other non-cash items | ||||||
| Increase in lease liabilities during the period | - | - | - | 3,851 | - | 3,851 |
| Interest expense on lease liabilities | - | - | - | 479 | - | 479 |
| At March 31 | $ - | $ 299,485 | $ 1,679,657 | $ 93,582 | $ 26,810 | $ 2,099,534 |
- Related Party Transactions
(1) Parent and ultimate controlling party
The Company is controlled by Shinfox Energy Co., Ltd., which owns 65.87% of the Company's shares. The ultimate parent of the Company is Cheng Uei Precision Industry Co., Ltd.
(2) Names of related parties and relationship
| Names of related parties | Relationship with the Company |
|---|---|
| Cheng Uei Precision Industry Co., Ltd. | Ultimate parent |
| Power Quotient International Co., Ltd. (PQI) | Parent company of Shinfox |
| Shinfox Energy Co., Ltd. (Shinfox) | Parent company |
| Foxlink Vietnam Co., Ltd. (Foxlink Vietnam) | Subsidiary of the ultimate parent company |
| Central Motion Pictures Corporation (CMPC) | Investee accounted for using equity method of the ultimate parent company |
| Foxwell Energy Corporation Ltd. (Foxwell Energy) | Sibling company |
~34~
| Names of related parties | Relationship with the Company |
|---|---|
| Synergy Co., Ltd. (Synergy) | Sibling company (Note) |
| Xinwei Power Co., Ltd. (Xinwei Power) | Sibling company of subsidiary |
| Cheng Shin Digital CO., LTD. | |
| (Cheng Shin Digital) | Associate |
| Hon Hai Precision Industry Co., Ltd. (Hon Hai) | Other related party |
Note: The parent company, Shinfox, acquired 50% equity interests, and the company became a sibling company since January 17, 2025.
(3) Significant related party transactions
A. Operating revenue
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Parent company | $ 251 | $ 322 |
| Subsidiary of the ultimate parent company | 36 | - |
| Investee accounted for using equity method | ||
| of the ultimate parent company | 63 | - |
| Associates | 533 | 11,895 |
| Other related party | 4,352 | 7,814 |
| $ 5,235 | $ 20,031 |
The Group entered into the contracts with related parties and collected construction revenue, service revenue and electricity sales revenue. Except for the collection terms of the construction revenue, which are determined and negotiated in accordance with the industry characteristics, other transaction prices and collection terms are the same with the market situation or the third parties.
B. Operating cost and operating expenses
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of electricity sales | ||
| Parent company | $ 935 | $ - |
| Sibling company | 2,120 | 199 |
| Sibling company of subsidiary | 5,934 | - |
| $ 8,989 | $ 199 | |
| Three months ended March 31, | ||
| 2025 | 2024 | |
| Cost of engineering sales | ||
| Associates | $ - | $ 1,905 |
~35~
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Service cost | ||
| Investee accounted for using equity method of the ultimate parent company | $ 11 | $ - |
| Three months ended March 31, | ||
| 2025 | 2024 | |
| Advertising costs | ||
| Parent company of Shinfox | $ - | $ 238 |
| Three months ended March 31, | ||
| 2025 | 2024 | |
| Professional service fees - management services | ||
| Parent company | $ - | $ 327 |
| Other expenses | ||
| Investee accounted for using equity method of the ultimate parent company | $ 71 | $ - |
The transaction price and payment terms of the contracts of electricity purchases and management services that the Group entered into with the abovementioned related parties are based on mutual agreement or are the same with the market situation, other payments of the transactions are calculated based on the actual amount incurred and paid monthly.
C. Receivables from related parties
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Parent company | $ 28 | $ 69 | $ 72 |
| Associates | |||
| - Cheng Shin Digital | 27,433 | 107,600 | - |
| Subsidiary of the ultimate parent company | 96 | - | - |
| Other related party | 311 | 1,241 | 2,714 |
| $ 27,868 | $ 108,910 | $ 2,786 |
Receivables from related parties are mainly construction revenue, electricity sales revenue and service revenue that the Group shall receive from related parties.
D. Contract assets (contract liabilities)
(a) Contract liabilities are energy storage construction from the parent company:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Aggregate costs incurred plus recognised profits | $ 130 | $ 61 | $ - |
| Less: Progress billings | ( 590) | ( 590) | - |
| Net balance sheet position for construction in progress | ($ 460) | ($ 529) | $ - |
| Presented as: | |||
| Current contract liabilities | ($ 460) | ($ 529) | $ - |
The guarantee deposits for warranty arising from the abovementioned construction contract transactions with the parent company were $10,943, $10,943 and $12,443 as of March 31, 2025, December 31, 2024 and March 31, 2024, respectively.
(b) The Company's contract assets are energy storage construction from the associate, Cheng Shin Digital:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Aggregate costs incurred plus recognised profits | $ - | $ 256,190 | $ 11,896 |
| Less: Progress billings | - | ( 256,190) | ( 64,048) |
| Net balance sheet position for construction in progress | $ - | $ - | ($ 52,152) |
| Presented as: | |||
| Current contract assets | $ - | $ - | ($ 52,152) |
There were no guarantee deposits for warranty arising from the abovementioned construction contract transactions with the associate, Cheng Shin Digital, as of March 31, 2025, December 31, 2024 and March 31, 2024.
(c) Contract liabilities arising from the energy saving performance contracts of investee accounted for using equity method, CMPC, of the Group's ultimate parent company were as follows:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Aggregate costs incurred plus recognised profits | $ 63 | $ - | $ - |
| Less: Progress billings | 2,451 | - | - |
| Net balance sheet position for construction in progress | ($ 2,388) | $ - | $ - |
| Presented as: | |||
| Current contract assets | ($ 2,388) | $ - | $ - |
The guarantee deposits for warranty arising from the construction contract transactions with the above investee accounted for using equity method, CMPC, were $0 as of March 31, 2025.
E. Payables to related parties
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Accounts payable | |||
| Parent company | $ 355 | $ - | $ - |
| Sibling company | 794 | 52 | 71 |
| Sibling company of subsidiary | 2,371 | - | - |
| $ 3,520 | $ 52 | $ 71 |
Payables to related parties are cost of electricity sales that the Group shall pay to related parties.
F. Property transactions (No such transaction as of three months ended March 31, 2025)
| Accounts | No. of shares (thousand shares) | Objects | Three months ended March 31, 2024 | |
|---|---|---|---|---|
| Consideration | ||||
| Associate - Cheng Shin Digital | Investments accounted for using equity method | 4,067 | Stocks | $ 40,670 |
G. Lease transactions - lessee
(a) The Group entered into rental contracts with related parties based on the market quote to lease buildings from related parties. Rental contracts are typically made for periods of 3 to 7 years. Rents are paid monthly according to the contracts.
(b) Acquisition of right-of-use assets
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Ultimate parent | $ - | $ 3,222 |
(c) Lease liabilities
i. Outstanding balance:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Ultimate parent | $ 12,262 | $ 13,043 | $ 15,360 |
| Parent company | 698 | 743 | 878 |
| Investee accounted for using equity method of the ultimate parent company | |||
| - CMPC | 3,674 | 4,159 | - |
| $ 16,634 | $ 17,945 | $ 16,238 |
ii. Interest expense
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Ultimate parent | $ 72 | $ 67 |
| Parent company | 3 | 4 |
| Investee accounted for using equity method of the ultimate parent company | ||
| - CMPC | 27 | - |
| $ 102 | $ 71 |
(4) Key management compensation
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 2,305 | $ 1,506 |
| Post-employment benefits | 54 | 54 |
| $ 2,359 | $ 1,560 |
- Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Pledged asset | Book value | Purpose | ||
|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | March 31, 2024 | ||
| Property, plant and equipment | $ 2,439,816 | $ 2,486,913 | $ 151,910 | Long-term borrowings |
| Restricted bank deposits and pledged time deposits (shown as current financial assets at amortised cost) | 28,501 | 28,501 | 35,186 | Performance guarantee and impound account |
| Restricted bank deposits and pledged time deposits (shown as non-current financial assets at amortised cost) | 108,584 | 113,583 | 38,178 | Performance guarantee and impound account |
| Guarantee deposits for performance of wheeling electricity, construction warranty and lease | ||||
| Guarantee deposits paid | 113,166 | 84,916 | 79,165 | |
| $ 2,690,067 | $ 2,713,913 | $ 304,439 |
- Significant Contingent Liabilities and Unrecognised Contract Commitments
(1) The Group entered into equipment purchases and construction cooperation contracts with non-related parties. Capital expenditure contracted for but not yet incurred on March 31, 2025, December 31, 2024 and March 31, 2024 is as follows:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Equipment purchases contracts (including intangible assets) (Note) | |||
| Contract consideration | $ 231,635 | $ 1,889,369 | $ 1,947,621 |
| Unpaid amount | $ 100,061 | $ 265,262 | $ 231,930 |
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
| Construction cooperation contracts | |||
| Contract consideration | $ 23,373 | $ 32,365 | $ 44,850 |
| Unpaid amount | $ 10,421 | $ 13,555 | $ 27,205 |
Note: Equipment purchases contracts mainly include contracts for the purchases of energy storage equipment.
(2) As of March 31, 2025, December 31, 2024 and March 31, 2024, relevant information on commitments in relation to the total consideration and the amount of unfulfilled obligation of significant construction contracts that the Group signed with owners is provided in Note 6(19).
(3) As of March 31, 2025, December 31, 2024 and March 31, 2024, the letters of guarantee to be issued by the bank, which are required for performance guarantee under the energy conservation contracting construction and the renewable energy purchase contract, amounted to $126,007, $79,282 and $79,712, respectively.
(4) The Group entered into a renewable energy purchase contract with the electricity enterprise. The yearly minimum purchase quantity and price were agreed in the contract. If the Group did not purchase the agreed quantity of electricity according to the contract, the Group had default obligations. As of March 31, 2025, the Group has no default arising from this contract.
(5) The Group entered into renewable energy sales contracts with power customers. The performance period of power sales and the committed yearly minimum power sales were agreed in the contract. If the Group did not provide the agreed quantity of electricity according to the contract, the Group had default obligations. As of March 31, 2025, the Group has no default arising from this contract.
- Significant Disaster Loss
None.
- Significant Events after the Balance Sheet Date
To expand the scale of operation, enhance performance and increase competitiveness of Company, the Group acquired a 100% equity interest in Billion Sun Energy Storage Technologies Inc. by cash in the amount of $46,815 on April 1, 2025.
~39~
~40~
12. Others
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. Therefore, the Group’s capital management is to ensure it has necessary financial resources and operating plans to maintain or adjust capital structure and to meet operational capital for future needs, capital expenditure and obligation repayment within the next year.
(2) Financial instruments
A. Financial instruments by category
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Financial assets | |||
| Financial assets at amortised cost | |||
| Cash and cash equivalents | $ 451,916 | $ 162,616 | $ 70,609 |
| Financial assets at amortised cost | 137,085 | 142,084 | 73,364 |
| Notes receivable | 8,379 | 9,013 | 11,119 |
| Accounts receivable | |||
| (including related parties) | 281,617 | 377,565 | 176,255 |
| Lease receivable | 2,959 | 2,943 | 2,013 |
| Other receivables | 245 | 216 | 6,050 |
| Guarantee deposits paid | 113,166 | 84,916 | 79,165 |
| Long-term notes and accounts receivable | 4,032 | 4,779 | 5,392 |
| $ 999,399 | $ 784,132 | $ 423,967 | |
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
| Financial liabilities | |||
| Financial liabilities at amortised cost | |||
| Short-term borrowings | $ - | $ 126,466 | $ - |
| Short-term notes and bills payable | - | 419,027 | 299,485 |
| Accounts payable | |||
| (including related parties) | 218,841 | 289,216 | 127,091 |
| Other payables | 101,588 | 109,213 | 60,301 |
| Long-term borrowings | |||
| (including current portion) | 1,767,426 | 1,815,604 | 1,679,657 |
| Guarantee deposits received | 24,999 | 27,155 | 26,810 |
| $ 2,112,854 | $ 2,786,681 | $ 2,193,344 | |
| Lease liability | $ 90,659 | $ 92,448 | $ 93,582 |
B. Financial risk management policies
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management policies focus on the unpredictable matters in financial market and seek to minimise potential adverse effects on the Group’s financial condition and financial performance.
(b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units.
C. Significant financial risks and degrees of financial risks
(a) Market risk
Foreign exchange risk
i. The Group’s foreign exchange risk mainly arise from the foreign exchange profit (loss) arising from the conversion of cash and cash equivalents denominated in foreign currencies.
ii. The Group’s businesses involve some non-functional currency operations (the Group’s functional currency: NTD). However, there are no assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations as of December 31, 2024.
iii. The Group’s businesses involve some non-functional currency operations (the Group’s functional currency: NTD). The information on assets denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations as of March 31, 2025 and 2024 is as follows:
| March 31, 2025 | |||
|---|---|---|---|
| Foreign currency amount (in thousands) | Exchange rate | Book value (NTD) | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | $ 1,965 | 33.205 | $ 65,248 |
| March 31, 2024 | |||
| Foreign currency amount (in thousands) | Exchange rate | Book value (NTD) | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | $ 113 | 32.00 | $ 3,619 |
iv. 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 three months ended March 31, 2025 and 2024, amounted to ($3,397) and $146, respectively.
v. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| Three months ended March 31, 2025 | |||
|---|---|---|---|
| Sensitivity analysis | |||
| Degree of variation | Effect on profit or loss | Effect on other comprehensive income | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | 1% | $ 652 | $ - |
| Three months ended March 31, 2024 | |||
| Sensitivity analysis | |||
| Degree of variation | Effect on profit or loss | Effect on other comprehensive income | |
| (Foreign currency: functional currency) | |||
| Financial assets | |||
| Monetary items | |||
| USD:NTD | 1% | $ 36 | $ - |
Cash flow and fair value interest rate risk
i. The Group’s main interest rate risk arises from short-term and long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Group’s borrowings are mainly with variable rates. For the three months ended March 31, 2025 and 2024, the Company’s borrowings at variable rate were denominated in New Taiwan dollars.
ii. On March 31, 2025, December 31, 2024 and March 31, 2024, if the borrowing interest rate had increased by 1% with all other variables held constant, profit, net of tax for the three months ended March 31, 2025 and 2024 would have decreased by $3,535 and $3,359 respectively. The main factor is that increase in interest expense result in floating-rate borrowings.
(b) Credit risk
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable and notes receivable based on the agreed terms, and the contract cash flows stated at amortised cost.
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ii. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
iii. The Group treasury manages the credit risk of cash in banks and other financial instruments based on the Group’s credit policy. Because the Group’s counterparties are determined based on the Group’s internal control, only rated banks with an optimal rating are accepted.
iv. The Group has assessed the credit status of counterparties upon provision of services. Thus, it expects that the probability of counterparty default is remote. The Group’s maximum exposure to credit risk at balance sheet date is the carrying amount.
vi. For the three months ended March 31, 2025 and 2024, no credit limits were exceeded during the reporting periods, and management does not expect any significant losses from non-performance by these counterparties.
vii. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.
viii. The Group classifies customers’ accounts receivable, contract assets and rents receivable in accordance with customer types. The Group applies the modified approach using a provision matrix to estimate the expected credit loss.
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ix. The Group used the forecast ability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable, notes receivable and lease payments receivable. On March 31, 2025, December 31, 2024 and March 31, 2024, the provision matrix is as follows:
| Not past due | Up to 30 days past due | 31~60 days past due | 61~90 days past due | Over 90 days past due | Total | |
|---|---|---|---|---|---|---|
| March 31, 2025 | ||||||
| Expected loss rate | 0.03%~5.83% | 0.03%~5.83% | 0.23%~10.8% | 0.44%~10.89% | 100.00% | |
| Total book value | $ 268,920 | $ 1,454 | $ 1,020 | $ - | $ - | $ 271,394 |
| Loss allowance | $ 2,197 | $ 78 | $ - | $ - | $ - | $ 2,275 |
| December 31, 2024 | ||||||
| Expected loss rate | 0.03%~0.46% | 0.03%~4.84% | 0.23%~9.99% | 0.41%~10.08% | 100.00% | |
| Total book value | $ 286,427 | $ - | $ 125 | $ - | $ - | $ 286,552 |
| Loss allowance | $ 1,160 | $ - | $ 2 | $ - | $ - | $ 1,162 |
| March 31, 2024 | ||||||
| Expected loss rate | 0.23%~6.99% | 4.07%~4.21% | 3.26%~8.41% | 0.45%~8.5% | 100.00% | |
| Total book value | $ 190,674 | $ 2,082 | $ 4 | $ - | $ - | $ 192,760 |
| Loss allowance | $ 767 | $ - | $ - | $ - | $ - | $ 767 |
x. Movements in relation to the Group applying the modified approach to provide loss allowance are as follows:
| 2025 | 2024 | |
|---|---|---|
| At January 1 | $ 1,162 | $ 483 |
| Provision for impairment | 1,113 | 284 |
| At March 31 | $ 2,275 | $ 767 |
xi. The Group's financial assets at amortised cost are pledged time deposits and restricted time deposits with extremely low credit risk. Thus, the Group did not recognise significant loss allowance in accordance with 12 months expected credit losses.
(c) Liquidity risk
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs.
ii. The Company invests surplus cash in interest bearing current accounts and time deposits, choosing instruments with appropriate and sufficient liquidity to respond to and provide sufficient head-room.
iii. The Group has the following undrawn borrowing facilities:
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |
|---|---|---|---|
| Floating rate: | |||
| Expiring within one year | $ 1,020,718 | $ 120,718 | $ 152,068 |
| Expiring beyond one year | - | - | 151,800 |
| Fixed rate: | |||
| Expiring within one year | - | - | 50,000 |
| $ 1,020,718 | $ 120,718 | $ 353,868 |
iv. The table below analyses the Group's non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. Except that the carrying amounts of notes payable, accounts payable (including related parties), other payables and guarantee deposits received are approximate to the amounts of contractual undiscounted cash flows and those accounts will expire within a year, the amounts of financial liabilities disclosed in the table are the contractual undiscounted cash flows:
| March 31, 2025 | Less than 1 year | Between 1 and 2 year(s) | Between 2 and 3 year(s) | Between 3 and 5 year(s) | Over 5 years |
|---|---|---|---|---|---|
| Non-derivative financial liabilities | |||||
| Lease liability | $ 12,255 | $ 11,639 | $ 9,744 | $ 14,209 | $ 56,645 |
| Long-term borrowings | 251,606 | 247,942 | 243,367 | 1,195,242 | - |
| (including current portion) | |||||
| December 31, 2024 | Less than 1 year | Between 1 and 2 year(s) | Between 2 and 3 year(s) | Between 3 and 5 year(s) | Over 5 years |
| --- | --- | --- | --- | --- | --- |
| Non-derivative financial liabilities | |||||
| Short-term borrowings | $126,650 | $ - | $ - | $ - | $ - |
| Short-term notes and bills payable | 420,000 | - | - | - | - |
| Lease liability | 11,999 | 11,971 | 9,582 | 15,111 | 58,084 |
| Long-term borrowings (including current portion) | 250,040 | 250,229 | 244,106 | 1,255,298 | - |
| March 31, 2024 | Less than 1 year | Between 1 and 2 year(s) | Between 2 and 3 year(s) | Between 3 and 5 year(s) | Over 5 years |
| --- | --- | --- | --- | --- | --- |
| Non-derivative financial liabilities | |||||
| Short-term notes and bills payable | $300,000 | $ - | $ - | $ - | $ - |
| Lease liability | 9,784 | 9,695 | 9,498 | 17,815 | 62,398 |
| Long-term borrowings (including current portion) | 52,031 | 1,637,117 | 21,128 | 35,747 | - |
v. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
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- Supplementary Disclosures
(1) Significant transactions information
A. Loans to others: None.
B. Provision of endorsements and guarantees to others: None.
C. Holding of significant marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.
D. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.
E. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.
F. Significant inter-company transactions during the reporting period: None.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 1.
(3) Information on investments in Mainland China
None.
- Segment Information
(1) General information
A. Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions.
B. The Group's Chief Operating Decision-Maker manages the business from each company's perspective.
(2) Measurement of segment information
The Board of Directors assesses the performance of the operating segments based on the operating income.
(3) Information about segment profit or loss, assets and liabilities
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
| Foxwell Energy | Foxwell Certification | Adjustment and elimination | Total | |
|---|---|---|---|---|
| Three months ended March 31, 2025 | ||||
| Segment revenue | $ 407,939 | $ 6,108 | $ - | $ 414,047 |
| Segment income (loss) | $ 31,390 | ($ 906) | $ - | $ 30,484 |
| Depreciation and amortisation | $ 51,335 | $ 774 | $ - | $ 52,109 |
| Segment assets | $ 4,091,657 | $ 21,715 | ($ 13,376) | $ 4,099,996 |
| Foxwell Energy | Foxwell Certification | Adjustment and elimination | Total | |
| Three months ended March 31, 2024 | ||||
| Segment revenue | $ 296,988 | $ - | $ - | $ 296,988 |
| Segment income (loss) | $ 4,793 | ($ 2,250) | $ - | $ 2,543 |
| Depreciation and amortisation | $ 7,478 | $ 57 | $ - | $ 7,535 |
| Segment assets | $ 3,263,616 | $ 4,379 | ($ 3,544) | $ 3,264,451 |
(4) Reconciliation for segment income (loss)
The external revenue and segment profit (loss) reported to the Chief Operating Decision-Maker are measured in manner consistent with revenue and profit (loss) before tax in the financial statements. Therefore, no reconciliation was needed.
Foxwell Power Co., Ltd. and subsidiaries
Information on investees
Three months ended March 31,2025
Table 1
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities | Initial investment amount | Shares held as at March 31, 2025 | Net profit (loss) of the investee for the three months ended March 31, 2025 | Investment income (loss) recognised by the Company for the three months ended March 31, 2025 | Footnote | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at March 31, 2025 | Balance as at December 31, 2023 | Number of shares (in thousand shares) | Ownership (%) | Book value | |||||||
| The Company | Foxwell Certification Co., Ltd. | Taiwan | Energy technical services | $ 28,650 | $ 28,650 | 2,865 | 95.50 | $ 13,376 | $ (906) | $ (866) | |
| The Company | Cheng Shin Digital CO., LTD. | Taiwan | Energy technical services | 48,436 | 48,436 | 4,844 | 49.00 | 36,007 | 3,744 | 2,048 | Note |
Note: Include unrealised profit (loss) from sales.