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iGo-KY — Audit Report / Information 2025
May 20, 2026
52693_rns_2026-05-20_fb47d8bb-c9b1-4e9d-9ef5-7006af7b5c5f.pdf
Audit Report / Information
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English Translation of a Report and Consolidated Financial Statements Originally Issued in Chinese
INTELLIGO TECHNOLOGY INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT AUDITORS
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
Address: Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006, Cayman Islands
Telephone: 886-3-602-9928
Notice to Readers
The reader is advised that these consolidated financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
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EY安永
安永聯合會計師事務所
30078 新竹市新竹科學園區力行一路1號E-3
E-3, No. 1, Lixing 1st Rd., Hsinchu Science Park
Hsinchu City, Taiwan, R.O.C.
電話 Tel: 886 3 688 5678
傳真 Fax: 886 3 688 6000
ey.com/zh_tw
Independent Auditors’ Report Originally Issued in Chinese
To Intelligo Technology Inc.
Opinion
We have audited the accompanying consolidated balance sheets of Intelligo Technology Inc. and its subsidiaries (“the Group”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
EY安永
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
The Group recognized NT$1,590,527 thousand as operating revenues for the year ended December 31, 2025, which primarily derived from providing solutions related to artificial intelligence (AI) acoustic processing and voice user interface, including revenue from sale of chips, intellectual property licensing, and NRE services. Revenue is recognized when control of the promised goods or services is transferred to customers. As the contractual terms of the Group's products and services vary, significant judgment is required to determine the timing of revenue recognition, particularly in assessing when control is transferred in accordance with the relevant contracts. Accordingly, revenue may be recognized in inappropriate periods if the evaluation of contract terms and the transfer of control is not properly assessed. As a result, we determine the matter to be a key audit matter.
Our audit procedures included (but not limited to) assessing the appropriateness of the accounting policy for revenue recognition; evaluating and testing the design of internal control over revenue recognition; reviewing the significant terms of sales agreements and relevant documents on a sampling basis to identify performance obligations; performing detailed tests on the identified performance obligations to confirm the appropriateness of the timing of revenue recognition; and performing cut-off testing by selecting transactions for a certain period before and after of the balance sheet date.
We also assessed the adequacy of accounting policy and disclosures of operating revenues. Please refer to Note 4 and Note 6(14).
A member firm of Ernst & Young Global Limited
EY安永
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Group.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
EY安永
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
EY安永
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Hu, Shen-Chieh
Chiu, Wan-Ju
Ernst & Young, Taiwan
March 10, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young 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.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
INTELLIGO TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| ASSETS | Notes | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| Cash and cash equivalents | 4, 6(1) | $ 1,816,887 | 44 | $ 578,198 | 38 |
| Financial assets measured at amortized cost - current | 4, 6(2), 7, 8 | 1,333,921 | 32 | 554,075 | 37 |
| Contract assets - current | 4, 6(14), 6(15) | 8,054 | - | - | - |
| Accounts receivable, net | 4, 6(3), 6(15) | 138,341 | 3 | 93,366 | 6 |
| Accounts receivable - related parties, net | 4, 6(3), 6(15), 7 | - | - | 24,053 | 2 |
| Other receivables | 14,154 | - | 4,557 | - | |
| Current tax assets | 4, 5, 6(20) | 1,475 | - | 1,143 | - |
| Inventories | 4, 6(4) | 79,262 | 2 | 8,359 | 1 |
| Prepayments | 6(5), 7 | 64,004 | 2 | 2,477 | - |
| Other current assets | 7 | 32,308 | 1 | 46 | - |
| Total current assets | 3,488,406 | 84 | 1,266,274 | 84 | |
| Non-current assets | |||||
| Contract assets - non-current | 4, 6(14), 6(15) | 5,304 | - | - | - |
| Property, plant and equipment | 4, 6(6) | 14,835 | - | 12,306 | 1 |
| Right-of-use assets | 4, 6(16) | 24,116 | 1 | 31,763 | 2 |
| Intangible assets | 4, 6(7), 6(8) | 565,586 | 13 | 184,613 | 13 |
| Deferred tax assets | 4, 6(20) | 9,616 | - | 1,566 | - |
| Refundable deposits | 7 | 65,608 | 2 | 3,392 | - |
| Total non-current assets | 685,065 | 16 | 233,640 | 16 | |
| Total Assets | $ 4,173,471 | 100 | $ 1,499,914 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
INTELLIGO TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current liabilities | |||||
| Contract liabilities - current | 4, 6(14), 7 | $ 34,110 | 1 | $ 45,570 | 3 |
| Accounts payable | 6,155 | - | - | - | |
| Accounts payable - related parties | 7 | 44,153 | 1 | 2,498 | - |
| Other payables | 6(9), 7 | 165,165 | 4 | 137,214 | 9 |
| Current tax liabilities | 4, 6(20) | 110,239 | 3 | 33,278 | 3 |
| Provisions - current | 4, 6(11), 6(18) | 2,831 | - | - | - |
| Lease liabilities - current | 4, 6(16) | 17,112 | - | 13,350 | 1 |
| Other current liabilities | 1,503 | - | 943 | - | |
| Current portion of long-term liabilities | 1,781 | - | 2,557 | - | |
| Total current liabilities | 383,049 | 9 | 235,410 | 16 | |
| Non-current liabilities | |||||
| Deferred tax liabilities | 4, 6(20) | 38,702 | 1 | 3,726 | - |
| Lease liabilities - non-current | 4, 6(16) | 7,718 | - | 17,561 | 1 |
| Long-term payables | - | - | 1,845 | - | |
| Total non-current liabilities | 46,420 | 1 | 23,132 | 1 | |
| Total liabilities | 429,469 | 10 | 258,542 | 17 | |
| Equity attributable to owners of parent | |||||
| Share capital | 6(12) | ||||
| Common stock | 464,857 | 11 | 400,907 | 27 | |
| Capital surplus | 6(12), 6(13) | 2,714,020 | 65 | 575,698 | 38 |
| Retained earnings | 6(12) | ||||
| Undistributed earnings | 570,409 | 14 | 270,319 | 18 | |
| Other equity | (5,284) | - | (5,552) | - | |
| Total equity | 3,744,002 | 90 | 1,241,372 | 83 | |
| Total liabilities and equity | $ 4,173,471 | 100 | $ 1,499,914 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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INTELLIGO TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, Except for Earnings Per Share)
| Description | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Net sales | 4, 6(14), 7 | $ 1,590,527 | 100 | $ 858,732 | 100 |
| Operating costs | 4, 6(4), 6(13), 6(17), 7 | (379,705) | (24) | (120,148) | (14) |
| Gross profit | 1,210,822 | 76 | 738,584 | 86 | |
| Operating expenses | 6(10), 6(13), 6(15) - 6(17), 7 | ||||
| Selling expenses | (80,386) | (5) | (62,473) | (7) | |
| Administrative expenses | (96,425) | (6) | (76,810) | (9) | |
| Research and development expenses | (457,691) | (29) | (368,744) | (43) | |
| Total operating expenses | (634,502) | (40) | (508,027) | (59) | |
| Operating income | 576,320 | 36 | 230,557 | 27 | |
| Non-operating income and expenses | 4, 6(18) | ||||
| Interest income | 47,762 | 3 | 37,441 | 4 | |
| Other income | 1,370 | - | 5,054 | 1 | |
| Other gains and losses | 17,220 | 1 | 33,835 | 4 | |
| Finance costs | (703) | - | (695) | - | |
| Total non-operating income and expenses | 65,649 | 4 | 75,635 | 9 | |
| Net income before income tax | 641,969 | 40 | 306,192 | 36 | |
| Income tax expense | 4, 6(20) | (124,438) | (7) | (40,581) | (5) |
| Net income | 517,531 | 33 | 265,611 | 31 | |
| Other comprehensive income | 4, 6(19) | ||||
| Items that will not be reclassified subsequently to profit or loss | |||||
| Exchange differences on translation to the presentation currency | 64,975 | 4 | 76,067 | 9 | |
| Items that may be reclassified subsequently to profit or loss | |||||
| Exchange differences on translation of foreign operations | (64,707) | (4) | (51,420) | (6) | |
| Other comprehensive income, net of tax | 268 | - | 24,647 | 3 | |
| Total comprehensive income | $ 517,799 | 33 | $ 290,258 | 34 | |
| Net income for the periods attributable to : | |||||
| Owners of the parent | $ 517,531 | $ 265,611 | |||
| Total comprehensive income for the periods attributable to : | |||||
| Owners of the parent | $ 517,799 | $ 290,258 | |||
| Basic Earnings Per Share (in New Taiwan Dollars) | 6(21) | $ 11.77 | $ 7.17 | ||
| Diluted Earnings Per Share (in New Taiwan Dollars) | 6(21) | $ 11.15 | $ 6.85 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
| Description | Share capital | Capital surplus | Retained earnings | Other equity | Total equity | |
|---|---|---|---|---|---|---|
| Common stock | Exchange differences on translation of foreign operations | Other | ||||
| Balance as of January 1, 2024 | $ 196,374 | $ 891,785 | $ 93,978 | $ (30,199) | $ (2,948) | $ 1,148,990 |
| Distribution of earnings: | ||||||
| Cash dividends of common stock | - | - | (89,270) | - | - | (89,270) |
| Total earnings distribution | - | - | (89,270) | - | - | (89,270) |
| Cash dividends distributed from capital surplus | - | (165,787) | - | - | - | (165,787) |
| Net income | - | - | 265,611 | - | - | 265,611 |
| Other comprehensive income for the years ended December 31, 2024 | - | - | - | 24,647 | - | 24,647 |
| Total comprehensive income | - | - | 265,611 | 24,647 | - | 290,258 |
| Share-based payment transactions | 10,728 | 43,505 | - | - | 2,948 | 57,181 |
| Impact of share exchange (Note) | 193,805 | (193,805) | - | - | - | - |
| Balance as of December 31, 2024 | 400,907 | 575,698 | 270,319 | (5,552) | - | 1,241,372 |
| Distribution of earnings: | ||||||
| Cash dividends of common stock | - | - | (217,441) | - | - | (217,441) |
| Total earnings distribution | - | - | (217,441) | - | - | (217,441) |
| Net income | - | - | 517,531 | - | - | 517,531 |
| Other comprehensive income for the years ended December 31, 2025 | - | - | - | 268 | - | 268 |
| Total comprehensive income | - | - | 517,531 | 268 | - | 517,799 |
| Proceeds from issuing shares | 51,660 | 2,034,043 | - | - | - | 2,085,703 |
| Share-based payment transactions | - | 31,522 | - | - | - | 31,522 |
| Capitalization of employee compensation | 12,290 | 72,757 | - | - | - | 85,047 |
| Balance as of December 31, 2025 | $ 464,857 | $ 2,714,020 | $ 570,409 | $ (5,284) | $ - | $ 3,744,002 |
Note: On August 26, 2024, the shareholders' meeting resolved to adjust the par value of its shares from 1 share with a par value of USD 0.1 to 0.6 shares with a par value of NTD 10 per share.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Description | 2025 | 2024 |
|---|---|---|
| Cash flows from operating activities: | ||
| Net income before tax | $ 641,969 | $ 306,192 |
| Adjustments for: | ||
| The profit or loss items which did not affect cash flows: | ||
| Depreciation expenses | 22,565 | 23,124 |
| Amortization expenses | 23,593 | 19,871 |
| Share-based payment expenses | 31,522 | 14,728 |
| Interest expenses | 703 | 695 |
| Interest income | (47,762) | (37,441) |
| Changes in operating assets and liabilities: | ||
| Contract assets | (13,358) | - |
| Accounts receivable | (44,566) | (64,309) |
| Accounts receivable - related parties | 24,053 | 8,382 |
| Other receivables | (8,649) | (8) |
| Inventories | (70,574) | 648 |
| Prepayments | (61,769) | 2,863 |
| Other current assets | (292) | 33 |
| Contract liabilities | (11,460) | 22,766 |
| Accounts payable | 6,107 | - |
| Accounts payable - related parties | 41,496 | (889) |
| Other payables | 114,459 | 60,359 |
| Provisions | 2,831 | - |
| Other current liabilities | 594 | 101 |
| Cash inflows generated from operations | 651,462 | 357,115 |
| Interest received | 46,767 | 38,071 |
| Interest paid | (703) | (695) |
| Income tax paid | (59,466) | (2,794) |
| Net cash flows generated from operating activities | 638,060 | 391,697 |
| Cash flows from investing activities : | ||
| Acquisition of financial assets measured at amortized cost | (1,917,381) | (533,210) |
| Proceeds from repayments of financial assets measured at amortized cost | 1,127,064 | 620,996 |
| Decrease in prepayments for investment | - | 1,057 |
| Acquisition of property, plant and equipment | (8,806) | (5,399) |
| Acquisition of intangible assets | (2,918) | (8,847) |
| Acquisition of business | (365,090) | - |
| Increase in refundable deposits | (93,477) | (477) |
| Net cash flows (used in) generated from investing activities | (1,260,608) | 74,120 |
| Cash flows from financing activities : | ||
| Payments of lease liabilities | (14,722) | (14,342) |
| Exercise of employee stock options | - | 42,576 |
| Cash dividends paid | (217,441) | (255,057) |
| Proceeds from issuing shares | 2,085,703 | - |
| Net cash flows generated from (used in) financing activities | 1,853,540 | (226,823) |
| Effect of exchange rate changes on cash and cash equivalents | 7,697 | 4,848 |
| Net increase in cash and cash equivalents | 1,238,689 | 243,842 |
| Cash and cash equivalents at the beginning of the year | 578,198 | 334,356 |
| Cash and cash equivalents at the end of the year | $ 1,816,887 | $ 578,198 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan Dollars unless otherwise specified)
1. Organization and Operation
Intelligo Technology Inc. (the "Company") was incorporated in the Cayman Islands on May 27, 2016, under the Companies Act of the Cayman Islands. The Company is mainly engaged in the licensing of artificial intelligence (AI) intellectual property (IP), the design and development of integrated circuits (ICs), and the provision of related module products and services. The Company's registered office is located at Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006, Cayman Islands. Its principal place of business is located at 11F-3, No.168, Section 2, Fuxing 3rd Road, Zhubei City, Hsinchu County, Taiwan. The Company's shares have been listed on the Taiwan Stock Exchange (TWSE) since June 13, 2025.
2. Date and Procedures of Authorization of Financial Statements for Issue
The consolidated financial statements of the Company and subsidiaries (the "Group") for the years ended December 31, 2025 and 2024 were authorized for issue in accordance with a resolution of the Board of Directors' meeting on March 10, 2026.
3. Newly Issued or Revised Standards and Interpretations
(1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are endorsed by Financial Supervisory Commission ("FSC") and become effective for annual periods beginning on or after January 1, 2025. The adoption of these new standards and amendments had no material impact on the Group.
(2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board ("IASB") which have been endorsed by FSC, and not yet adopted by the Group as at the date when the Group's financial statements were authorized for issue, are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| a | IFRS 17 “Insurance Contracts” | January 1, 2023 |
| b | Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | January 1, 2026 |
| c | Annual Improvements to IFRS Accounting Standards – Volume 11 | January 1, 2026 |
| d | Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 | January 1, 2026 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in thousands of New Taiwan Dollars unless otherwise specified)
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2026. The new or amended standards and interpretations have no material impact on the Group.
(3) Standards or interpretations issued, revised or amended, by IASB which have not been endorsed by FSC, and not yet adopted by the Group as the date when the Group's financial statements were authorized for issue, are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures | To be determined by IASB |
| b | IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 (Note) |
| c | Disclosure Initiative – Subsidiaries without Public Accountability: Disclosures (IFRS 19) | January 1, 2027 |
| d | Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21 and IAS 29) | January 1, 2027 |
Note: On September 25, 2025, the FSC announced in a press release that Taiwan will adopt IFRS 18 in 2028.
A. IFRS 18 “Presentation and Disclosure in Financial Statements”
IFRS 18 replaces IAS 1 “Presentation of Financial Statements”. The main changes are as below:
(a) Improved comparability in the statement of profit or loss (income statement)
IFRS 18 requires entities to classify all income and expenses within their statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. The first three categories are new, to improve the structure of the income statement, and requires all entities to provide new defined subtotals, including operating profit or loss. The improved structure and new subtotals will give investors a consistent starting point for analyzing entities' performance and make it easier to compare entities.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
INTELLIGO TECHNOLOGY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in thousands of New Taiwan Dollars unless otherwise specified)
(b) Enhanced transparency of management-defined performance measures
IFRS 18 requires entities to disclose explanations of those entity-specific measures that are related to the income statement, referred to as management-defined performance measures.
(c) Useful grouping of information in the financial statements
IFRS 18 sets out enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. The changes are expected to provide more detailed and useful information. IFRS 18 also requires entities to provide more transparency about operating expenses, helping investors to find and understand the information they need.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. As the Group is still currently determining the potential impact of the new or amended standards and interpretations listed under A, it is not practicable to estimate their impact on the Group at this point in time. The remaining new or amended standards and interpretations have no material impact on the Group.
4. Summary of Significant Accounting Policies
(1) Statement of Compliance
The consolidated financial statements of the Group for the years ended December 31, 2025 and 2024 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by FSC.
(2) Basis of Preparation
Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
INTELLIGO TECHNOLOGY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in thousands of New Taiwan Dollars unless otherwise specified)
Functional currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is the United States Dollars (USD), however, the consolidated financial statements are presented in New Taiwan dollars ("NT$") under the regulations of the country where the consolidated financial statements are reported to the regulatory authorities. The consolidated financial statements are expressed in thousands of NT$ unless otherwise stated.
(3) Basis of consolidation
Preparation principle of consolidated financial statements
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:
(a) power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
(b) exposure, or rights, to variable returns from its involvement with the investee; and
(c) the ability to use its power over the investee to affect its returns.
When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements;
(c) the Company voting rights and potential voting rights.
The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries 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.
If the Company loses control of a subsidiary, it:
(a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;
(b) derecognizes the carrying amount of any non-controlling interest;
(c) recognizes the fair value of the consideration received;
(d) recognizes the fair value of any investment retained;
(e) reclassifies the parent's share of components previously recognized in other comprehensive income to profit or loss, or transfer directly to retained earnings if required by other IFRSs; and
(f) recognizes the resulting difference in profit or loss.
The consolidated entities are listed as follows:
| Investor | Subsidiary | Main businesses | Percentage of ownership (%) | Note | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| The Company | Aithor Corporation | General investing | 100% | 100% | |
| Limited | |||||
| The Company | Cyberon Corporation | Research | 100% | 100% | |
| The Company | Intelligo Japan Inc. | Sales and technical services | 100% | 100% | |
| The Company | Intelligo Technology | Sales and technical services | 100% | - | Note |
| Singapore Pte. Ltd. | |||||
| Aithor Corporation | Shanghai Aithor | Sales and technical | 100% | 100% | |
| Limited | Technology Ltd. | services |
Note: The company established Intelligo Technology Singapore Pte. Ltd. in September 2025.
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(4) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group entities using the exchange rates prevailing at the dates of the transactions. At the end of each reporting period, foreign currency monetary items are translated using the closing rates at that date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
(b) Foreign currency items within the scope of IFRS 9 “Financial Instruments” are accounted for based on the accounting policy for financial instruments.
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
(5) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into NT$ at the closing rates of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. On the partial disposal of foreign operations that result in a loss of control, loss of significant influence or joint control but retain partial equity is considered disposal.
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On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
(6) Current and non-current distinction
An asset is classified as current when:
(a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.
(b) The Group holds the asset primarily for the purpose of trading.
(c) The Group expects to realize the asset within twelve months after the reporting period.
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
(a) The Group expects to settle the liability in its normal operating cycle.
(b) The Group holds the liability primarily for the purpose of trading.
(c) The liability is due to be settled within twelve months after the reporting period.
(d) The Group does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
(7) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, petty cash, demand deposits, and short-term, highly liquid time deposits or investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
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(8) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities within the scope of IFRS 9 “Financial Instruments” are recognized initially at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than those classified as at fair value through profit or loss) are added to or deducted from the fair value of such financial assets and financial liabilities.
A. Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classifies financial assets as subsequently measured at amortized cost based on both of the following:
(a) the Group’s business model for managing the financial assets and
(b) the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as accounts receivable, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
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Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
(a) purchased or originated credit-impaired financial assets: the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset.
(b) financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
B. Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets measured at amortized cost.
The Group measures expected credit losses of a financial instrument in a way that reflects:
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
(b) the time value of money; and
(c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
(a) At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
(b) At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
(c) For accounts receivable or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
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At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
C. Derecognition of financial assets
A financial asset is derecognized when:
(a) The rights to receive cash flows from the asset have expired.
(b) The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred.
(c) The Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
D. Financial liabilities and equity
(a) Classification between liabilities or equity
The Group classifies the instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
(b) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
(c) Financial liabilities
Financial liabilities within the scope of IFRS 9 "Financial Instruments" are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
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i. Financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost include payables and others, which are subsequently measured using the effective interest method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
ii. Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
E. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
(9) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(a) In the principal market for the asset or liability, or
(b) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
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A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
(10) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Finished goods and work in progress - Cost of direct materials and manufacturing overheads on weighted moving average cost basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of service is accounted in accordance with IFRS 15 and not within the scope of inventories.
(11) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
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Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Computer and telecommunication equipment | 3 - 5 | Years |
|---|---|---|
| Testing equipment | 3 | Years |
| Transportation equipment | 8 | Years |
| Office furniture and fixtures | 3 - 12 | Years |
| Leasehold improvements | 2 - 3 | Years |
| Miscellaneous equipment | 4 - 10 | Years |
After initial recognition, an item of property, plant and equipment and any significant component is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets' residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate, and such changes are treated as changes in accounting estimates.
(12) Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, it has both of the following:
(a) the right to obtain substantially all of the economic benefits from use of the identified asset; and
(b) the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.
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The Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liabilities for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liabilities at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liabilities comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
(c) amounts expected to be payable by the lessee under residual value guarantees;
(d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liabilities on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liabilities by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
(a) the amount of the initial measurement of the lease liabilities;
(b) any lease payments made at or before the commencement date, less any lease incentives received;
(c) any initial direct costs incurred by the lessee; and
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
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For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statement of comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
The Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and presents them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
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(13) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Group's intangible assets is as follows:
| Category | Computer software | IPs and others |
|---|---|---|
| Useful lives | 3 years | 1 – 10 years |
| Amortization method used | Amortized on a straight-line basis over the estimated useful life | Amortized on a straight-line basis over the estimated useful life |
| Internally generated or acquired | Acquired | Acquired |
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(14) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 “Impairment of Assets” may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
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(15) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
(16) Revenue recognition
The Group’s revenue arising from contracts with customers is primarily derived from the sale of goods, licensing of intellectual property, and rendering of services. The accounting policies are explained as follows:
A. Sale of goods
The Group manufactures and sells goods. Revenue is recognized when goods have been shipped and the customers have obtained control (the customer has the ability to direct the use of the goods and obtain substantially all of the remaining benefits from the goods). The main products of the Group are integrated circuits (ICs). Revenue is recognized based on the consideration stated in the contract.
The credit period for the Group’s sale of goods is 15 to 30 days from the end of the month (monthly closing). For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, accounts receivable are recognized. These accounts receivable usually have short durations and do not contain a significant financing component.
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B. Licensing of intellectual property and rendering of services
(a) Right-to-use license
When the Group provides IP licenses to customers, at the point in time the license is transferred, the customer can direct the use of, and obtain substantially all of the remaining benefits from the license. The nature of the Group's promise is to provide a right to use the IP as it exists at the point in time at which the license is granted to the customer. Therefore, revenue is recognized when the control of the promised license is transferred to the customer. The consideration promised in the contract may vary due to items such as deductions. The Group estimates the amount of variable consideration by using the most likely amount method. An amount of variable consideration is estimated only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Contract liabilities are recognized for expected deductions during the specified period of the agreement.
(b) Right-to-access license
Licensing provides customers the right to access the intellectual property over the license period. Revenue allocated to the license performance obligation is recognized on a straight-line basis over the license period.
(c) Royalty revenues
The Group recognizes revenue from sales-based royalties on IP licenses when the subsequent sale occurs.
Because the license is an integral part of the goods and is essential to their functionality, the license and the goods are combined as a single performance obligation. Since the license is the predominant item to which the royalty relates, revenue is recognized when the subsequent sale occurs.
For certain intellectual property license contracts, part of the consideration is received from customers upon signing the contract. As the Group has the obligation to provide the right to access or use the intellectual property and related services subsequently, the Group recognizes the received consideration as contract liabilities.
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(d) Rendering of services
The Group provides services, mainly including design services, software development services, and warranty services.
When the Group’s warranty service represents a separate purchase option (a distinct performance obligation), the transaction price is allocated among the design, development services, and warranty service based on their relative stand-alone selling prices.
Consideration allocated to design and development services relates to customized integrated services provided according to customer requirements, for which the Group has an enforceable right to payment for services performed to date. Revenue is recognized over time based on the stage of completion (measured by actual labor hours incurred relative to the estimated total labor hours). Service contract consideration is generally fixed and billed in accordance with the schedule agreed with the customer. When the Group’s performance exceeds the payment made by the customer, contract assets are recognized. However, if the payment by the customer exceeds the service already provided, the difference is recognized as a contract liability. For design and development services that are not considered customized integrated services, revenue is recognized when the related performance obligation is fulfilled.
Consideration allocated to the warranty service is reported as a contract liability because the customer has paid in advance for service not yet provided. As the warranty service is provided over the contract period, revenue is recognized on a straight-line basis over the contract period with a corresponding reduction in the contract liability.
The period between the transfer of contract liabilities to revenue is usually within one year; thus, no significant financing component arises.
(17) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
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(18) Post-employment benefits
A. Defined contribution plans
Under a defined contribution plan, the employer pays fixed contributions into a separate account and has no further legal or constructive obligation to provide additional benefits. The pension contributions are recognized as an expense when the obligation to pay arises and exists during the period in which the employee services are rendered. If the pension contributions already paid exceed the required contributions, the difference is recognized as an asset.
B. Defined benefit plans
Post-employment benefit plans that are classified as defined benefit plans are measured using the Projected Unit Credit Method based on actuarial reports at the end of each annual reporting period. Remeasurements of the net defined benefit liability (asset), which comprise any changes in the return on plan assets and the effect of the asset ceiling (excluding amounts included in net interest on the net defined benefit liability (asset)) as well as actuarial gains and losses, are recognized in other comprehensive income in the period in which they occur and are immediately transferred to retained earnings. Past service cost is the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment, and is recognized as an expense at the earlier of the following dates:
(a) The date of the plan amendment or curtailment, and
(b) The date that the Group recognizes related restructuring cost or termination benefits.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
If a plan amendment, curtailment or settlement occurs, the Group uses updated actuarial assumptions to remeasure the net defined benefit liability (asset). The Group also uses these updated assumptions to determine current service cost and net interest for the remainder of the reporting period after the change to the plan.
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(19) Share-based payment transactions
For the Group’s equity-settled transactions is recognized based on the fair value of the equity instruments granted. The fair value of the equity instruments is determined by using an appropriate pricing model.
The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the service and/or performance conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.
No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vested irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it fully vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award substitutes for the cancelled award, and is designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
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(20) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by shareholders.
Deferred tax
Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
(a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination; and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
(b) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
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Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
(a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination; and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
(b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to offset current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
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(21) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.
When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts held by the acquiree.
If the business combination is achieved in stages, the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at the acquisition-date fair value. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in accordance with IFRS 9 "Financial Instruments" either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it is not remeasured until it is finally settled within equity.
Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the gain on a bargain purchase is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes and is not larger than an operating segment before aggregation.
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5. Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, the inherent uncertainty of these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of the assets or liabilities affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could cause future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.
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6. Contents of Significant Accounts
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand and petty cash | $ 80 | $ 80 |
| Checking and savings accounts | 516,599 | 578,118 |
| Time deposits (Note) | 1,300,208 | - |
| Total | $ 1,816,887 | $ 578,198 |
Note: These consist of investments with original maturities within three months which are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
(2) Financial assets measured at amortized cost
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | ||
| Time deposits | $ 1,333,921 | $ 554,075 |
No loss allowance was recognized for financial assets measured at amortized cost. Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge and Note 12 for more details on credit risk.
(3) Accounts receivable and accounts receivable - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts receivable | $ 138,341 | $ 93,366 |
| Less: loss allowance | - | - |
| Subtotal | 138,341 | 93,366 |
| Accounts receivable - related parties | - | 24,053 |
| Less: loss allowance | - | - |
| Subtotal | - | 24,053 |
| Total | $ 138,341 | $ 117,419 |
Accounts receivable and accounts receivable from related parties were not pledged.
The Group’s credit terms are generally between 15 and 60 days. Please refer to Note 6(15) for more details on the loss allowance for accounts receivable for the years ended December 31, 2025 and 2024. Please refer to Note 12 for more details on credit risk.
(4) Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Work in progress | $ 15,822 | $ - |
| Finished goods | 63,440 | 8,359 |
| Total | $ 79,262 | $ 8,359 |
The Group’s cost of sales is entirely related to inventories, including the recognition of inventory valuation losses, which are presented as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Inventory valuation loss | $ 2,918 | $ 17 |
No inventories were pledged.
(5) Prepayments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Prepayment for purchases | $ 48,014 | $ - |
| Overpaid sales tax | 11,549 | - |
| Others | 4,441 | 2,477 |
| Total | $ 64,004 | $ 2,477 |
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(6) Property, plant and equipment
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Owner-occupied property, plant and equipment | $ 14,835 | $ 12,306 |
| Computer and telecommunication equipment | Testing equipment | |
| --- | --- | --- |
| Cost: | ||
| As of January 1, 2025 | $ 32,591 | $ 4,637 |
| Additions | 2,259 | 67 |
| Disposals | (21,646) | (3,148) |
| As of December 31, 2025 | $ 13,204 | $ 1,556 |
| As of January 1, 2024 | $ 28,790 | $ 3,292 |
| Additions | 3,801 | 1,345 |
| As of December 31, 2024 | $ 32,591 | $ 4,637 |
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| Computer and telecommunication equipment | Testing equipment | Transportation equipment | Office furniture and fixtures | Leasehold improvements | Miscellaneous equipment | Total | |
|---|---|---|---|---|---|---|---|
| Depreciation and impairment: | |||||||
| As of January 1, 2025 | $ 23,908 | $ 3,434 | $ 298 | $ 3,967 | $ 9,910 | $ 448 | $ 41,965 |
| Depreciation | 4,713 | 770 | 124 | 399 | 260 | 11 | 6,277 |
| Disposals | (21,646) | (3,148) | (8) | (146) | - | (421) | (25,369) |
| As of December 31, 2025 | $ 6,975 | $ 1,056 | $ 414 | $ 4,220 | $ 10,170 | $ 38 | $ 22,873 |
| As of January 1, 2024 | $ 18,559 | $ 2,313 | $ 175 | $ 3,291 | $ 8,560 | $ 314 | $ 33,212 |
| Depreciation | 5,349 | 1,121 | 123 | 676 | 1,350 | 134 | 8,753 |
| As of December 31, 2024 | $ 23,908 | $ 3,434 | $ 298 | $ 3,967 | $ 9,910 | $ 448 | $ 41,965 |
| Net carrying amount as of: | |||||||
| December 31, 2025 | $ 6,229 | $ 500 | $ 360 | $ 1,661 | $ 6,047 | $ 38 | $ 14,835 |
| December 31, 2024 | $ 8,683 | $ 1,203 | $ 484 | $ 1,727 | $ 160 | $ 49 | $ 12,306 |
Property, plant and equipment were not pledged.
(7) Intangible assets
| Goodwill | Computer software | IPs and others | Total | |
|---|---|---|---|---|
| Cost: | ||||
| As of January 1, 2025 | $ 116,788 | $ 3,156 | $ 108,767 | $ 228,711 |
| Addition-acquired separately | - | 768 | 159 | 927 |
| Additions-acquired through business combinations | 210,890 | - | 192,749 | 403,639 |
| Disposals | - | (855) | (172) | (1,027) |
| As of December 31, 2025 | $ 327,678 | $ 3,069 | $ 301,503 | $ 632,250 |
| As of January 1, 2024 | $ 116,788 | $ 958 | $ 130,508 | $ 248,254 |
| Addition-acquired separately | - | 2,198 | 6,019 | 8,217 |
| Disposals | - | - | (29,008) | (29,008) |
| Exchange differences | - | - | 1,248 | 1,248 |
| As of December 31, 2024 | $ 116,788 | $ 3,156 | $ 108,767 | $ 228,711 |
| Amortization and impairment: | ||||
| As of January 1, 2025 | $ - | $ 1,371 | $ 42,727 | $ 44,098 |
| Amortization | - | 863 | 22,730 | 23,593 |
| Disposals | - | (855) | (172) | (1,027) |
| As of December 31, 2025 | $ - | $ 1,379 | $ 65,285 | $ 66,664 |
| As of January 1, 2024 | $ - | $ 879 | $ 51,108 | $ 51,987 |
| Amortization | - | 492 | 19,379 | 19,871 |
| Disposals | - | - | (29,008) | (29,008) |
| Exchange differences | - | - | 1,248 | 1,248 |
| As of December 31, 2024 | $ - | $ 1,371 | $ 42,727 | $ 44,098 |
| Net carrying amount as of: | ||||
| December 31, 2025 | $ 327,678 | $ 1,690 | $ 236,218 | $ 565,586 |
| December 31, 2024 | $ 116,788 | $ 1,785 | $ 66,040 | $ 184,613 |
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(8) Impairment testing of goodwill
The Group’s goodwill allocated to each of cash-generating units or groups of cash-generating units is expected to benefit from synergies of the business combination. Key assumptions used in impairment testing are as follows:
The recoverable amount of the cash-generating unit is determined based on the value-in-use calculation using cash flow projections discounted by the pre-tax discount rate from financial budgets approved by management covering a five-year period. The projected cash flows reflect the changes in demand for relevant products.
The pre-tax discount rates used in the cash flow projections were 32.1% and 20.3% for the years ended December 31, 2025 and 2024, respectively. Cash flows beyond the five-year period were extrapolated using a revenue growth rate of 2% for the years ended December 31, 2025 and 2024.
The Group performed an impairment assessment on the recoverable amount of goodwill as of December 31, 2025. No impairment loss on goodwill was recognized for the year ended December 31, 2025.
Key assumptions used in value-in-use calculations
The calculation of value-in-use for the cash-generating unit is most sensitive to the following assumptions:
(a) Gross margin
(b) Discount rates
(c) Growth rates of sales of budget period
Gross margins - Gross margins are based on the gross margins of latest fiscal year and future trend of the market.
Discount rates - Discount rates reflect the current market assessment of the risks specific to each cash generating unit (including the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted). The discount rate was estimated based on the weighted average cost of capital (WACC) for the Group, taking into account the particular situations of the Group and its operating segments. The WACC includes both the cost of liabilities and cost of equity. The cost of equity is derived from the expected returns of the Company’s investors on capital, where the cost of liabilities is measured by the interest bearing loans that the Group has obligation to settle.
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Growth rates of sales estimates - The growth rates of sales were estimated by historical experience. The long-term average growth rate the Group predicted was adjusted by considering the product life cycle and the macroeconomic environment.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of the cash-generating unit, the Group believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
(9) Other payables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accrued salaries and bonuses | $ 61,693 | $ 30,683 |
| Accrued employee benefits | 37,600 | 85,051 |
| Accrued directors’ remuneration | 12,000 | 4,221 |
| Accrued business tax | 389 | 2,493 |
| Others | 22,615 | 14,766 |
| Other payables – related parties | 30,868 | - |
| Total | $ 165,165 | $ 137,214 |
(10) Post-employment benefits plans
Defined contribution plan
The employee retirement plan of the Group’s Taiwan entities applies to all regular employees. Retirement fund contributions are deposited into a dedicated pension fund account and managed by the Labor Pension Fund Monitoring Committee. Since the fund is held under the name of the Labor Pension Fund Monitoring Committee and is entirely separate from the Group, it is not included in the consolidated financial statements. Retirement plans of the Group’s non-Taiwan subsidiaries are administered in accordance with local regulations.
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For defined contribution post-employment benefit plans, the Taiwan entities make monthly contributions to employees' individual pension accounts at rates of not less than 6% of employees' monthly wages, and such contributions are recognized as an expense when incurred. The non-Taiwan entities make contributions at the locally required rates and recognize these contributions as an expense when incurred.
Pension costs under the defined contribution plan for the years ended December 31, 2025 and 2024 were NT$11,737 thousand and NT$10,998 thousand, respectively.
Defined benefit plan
The Group’s Taiwan subsidiaries have adopted a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. Pension benefits are calculated based on the units of service years and the average salary of the six months prior to retirement. Two units per year are awarded for the first 15 years of service, while one unit per year is awarded after the completion of the 15th year, with a maximum limit of 45 units. Under the Labor Standards Act, the Group’s Taiwan subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the Labor Pension Fund Monitoring Committee. Before the end of each year, the Group’s Taiwan subsidiaries assess the balance in the pension fund account. If the amount is insufficient to cover pension benefits calculated for employees eligible to retire in the next year, the Group’s Taiwan subsidiaries will make up the difference in one appropriation before the end of March the following year.
As of December 31, 2025 and 2024, the balances of the pension fund accounts of the Group’s Taiwan subsidiaries were NT$2,945 thousand and NT$2,715 thousand, respectively. The expenses recognized for the defined benefit plans for the years ended December 31, 2025 and 2024 amounted to Nil and NT$6 thousand, respectively.
The funds are administered and managed by the government’s designated authorities. As the Group does not participate in the operation or management of the pension fund, no disclosure on the fair value of the plan assets categorized by different classes could be made in accordance with IAS 19. As of December 31, 2025, the Group had reached agreements with all employees under the old pension scheme to settle their service years accumulated under the old scheme in accordance with the Labor Standards Act and the Labor Pension Act. However, the pension fund account has not yet been closed.
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(11) Provisions
| Provisions for Litigation | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Beginning balance | $ - | $ - |
| Provisions recognized during the period | 2,831 | - |
| Ending balance | $ 2,831 | $ - |
An analysis of provisions is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | $ 2,831 | $ - |
The Group is involved in litigation cases arising from its operations. Based on the court's judgment, the Group has estimated the settlement amount. Please refer to Note 9 for more details.
(12) Equity
A. Capital stock
Common stock
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Authorized shares | 100,000,000 | 100,000,000 |
| December 31, 2025 | December 31, 2024 | |
| Authorized capital | $ 1,000,000 | $ 1,000,000 |
| December 31, 2025 | December 31, 2024 | |
| Issued shares | 46,485,728 | 40,090,728 |
| December 31, 2025 | December 31, 2024 | |
| Issued capital | $ 464,857 | $ 400,907 |
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As of December 31, 2025 and 2024, no shares within the Company's authorized capital were reserved for the issuance of employee stock options.
As of December 31, 2025 and 2024, the Company's issued common shares had a par value of NT$10 per share, with each share carrying one voting right and the right to receive dividends.
In 2024, the Company issued a total of 3,366,700 common shares with a par value of USD0.1 per share, and the registration of such change has been completed.
On August 26, 2024, the shareholders' meeting resolved to adjust the par value of its shares from 1 share with a par value of USD0.1 to 0.6 share with a par value of NT$10.
On February 26, 2025, the Board of Directors resolved to distribute the 2024 employee compensation in the form of stock totaling NT$85,047 thousand (1,229,000 shares), with a par value of NT$10 per share. The registration of such change has been completed.
On April 21, 2025, the Board of Directors resolved to issue 5,166,000 common shares through a cash capital increase to coordinate with the Company's initial public offering (IPO). The issuance was conducted via a competitive auction process. After the increase, the issued capital amounted to NT$464,857 thousand. The aforementioned increase was declared effective by the TWSE on April 15, 2025, with June 11, 2025, as the subscription base date.
B. Additional paid-in capital
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Premiums in excess of par | $ 2,675,888 | $ 568,040 |
| Employee stock option | 37,678 | 7,204 |
| Others | 454 | 454 |
| Total | $ 2,714,020 | $ 575,698 |
C. Dividend policies
According to the Company's Articles of Incorporation, subject to applicable laws and any special rights attached to any class of shares, the Board of Directors may propose the distribution of dividends, which shall be subject to approval by the shareholders' meeting. Such dividends shall be paid out of legally available funds of the Company. No dividends may be paid by the Company except out of realized or unrealized profits, share premium, or other amounts permitted under applicable laws.
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In connection with the Company's listing on the TWSE, the Company convened an annual shareholders' meeting on August 26, 2024, to amend its Articles of Incorporation. Pursuant to the amended Articles, after the Company's shares are listed and traded on the TWSE, any resolution by the Board of Directors to distribute earnings shall be prepared as an earnings distribution plan and submitted to the shareholders' meeting for approval by way of ordinary resolution. The earnings distribution plan shall be prepared as follows:
(a) Utilize the earnings first for paying taxes;
(b) Offset accumulated losses from previous years, if any;
(c) Set aside a legal reserve out of the remaining profit, provided that the legal reserve requirement shall not apply in the event that the amount of accumulated legal reserve has reached the amount of the Company's paid-in capital;
(d) Set aside a special reserve in accordance with relevant laws or regulations or as requested by the competent authorities.
Except as otherwise required under applicable laws and the regulations governing public companies, distributable earnings shall consist of the earnings of the current year, after deducting the amounts set forth in items (a) to (d) above, plus undistributed earnings accumulated from prior years. The Board of Directors may prepare an earnings distribution plan based on the distributable earnings and submit it to the shareholders' meeting for approval. No distribution is required if the accumulated distributable earnings are less than 50% of the Company's issued capital. Earnings may be distributed to shareholders in the form of cash dividends or stock dividends in proportion to their respective shareholdings. If the Board of Directors resolves to distribute earnings, the total amount of shareholder dividends shall be at least 10% of the earnings remaining after deducting items (a) to (d), of which the total cash dividends distributed shall not be less than 10% of the total shareholder dividends.
The 2025 earnings distribution plan and dividends per share proposed by the Company's Board of Directors are subject to the resolution of the annual shareholders' meeting scheduled for June 8, 2026, and are as follows:
| For the year of 2025 | |
|---|---|
| Date of Board of Directors' meeting | March 10, 2026 |
| Legal reserve | $ 51,753 |
| Special reserve | $ 5,284 |
| Cash dividends-common stock | $ 325,400 |
| Dividends per share (NT$) | $ 7 |
- 48 -
Details of the 2024 and 2023 earnings distribution plans and dividends per share, as resolved and approved by the annual shareholders' meetings, are as follows:
| For the year of 2024 | For the year of 2023 | |
|---|---|---|
| Date of annual shareholders’ meeting | March 11, 2025 | August 26, 2024 |
| Cash dividends - common stock (USD) | $ 6,611,156 | $ 2,806,351 |
| Dividends per share (USD) | $ 0.16 | $ 0.07 |
In addition, at the annual shareholders' meeting held on August 26, 2024, the Company resolved to distribute cash dividends of USD5,211,795 out of capital surplus, at USD0.13 per share.
(13) Share-based payment plans
Certain employees of the Group are entitled to share-based payments as part of their remuneration. The Group receives services from employees as consideration for the equity instruments granted; such transactions are accounted for as equity-settled share-based payment transactions.
2025 Capital Increase by Cash Reserved for Employee Subscription
On April 21, 2025, the Board of Directors resolved a plan for a capital increase by issuing new shares for cash. Pursuant to regulations, 10% of the total newly issued shares are reserved for subscription by eligible employees. The grant date is determined based on the date the number of shares subscribed by employees is confirmed.
Share-Based Payment Plans
The Company issued employee stock options as approved by the Board of Directors, where each unit entitles the holder to subscribe for one ordinary share. The holders may at any time exercise the granted options after they have vested, provided that they satisfy the service period requirements. Furthermore, the vested options may not be transferred within a specified period after vesting. The options are valid for four years and are exercisable at a certain schedule and percentage subsequent to the second anniversary of the grant date. After the expiration of the option term, any unexercised options shall be deemed forfeited, and the option holder shall no longer be entitled to any rights under the options.
The fair value of the options is measured at the grant date using the Binomial Option Pricing Model, and the parameters and assumptions are based on the terms and conditions of the contract.
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The stock options granted under this plan have a contractual term of four to seven years and do not provide a cash settlement alternative. There has been no past practice of cash settlement of the stock options granted under this plan by the Group.
The relevant details of the aforementioned share-based payment plan are as follows:
| Grant date of stock options | Total number of units issued |
|---|---|
| 2020.06.02 | 155,000 |
| 2020.12.29 | 687,000 |
| 2021.05.03 | 189,000 |
| 2021.06.18 | 70,000 |
| 2021.10.14 | 1,420,000 |
| 2021.12.01 | 8,858,000 |
| 2022.08.08 | 638,256 |
| 2022.11.08 | 285,000 |
| 2022.12.01 | 50,000 |
| 2023.01.30 | 390,000 |
| 2023.07.24 | 3,198,744 |
| 2023.12.12 | 680,000 |
| 2024.10.07 | 3,500,000 |
| 2025.06.04 (Note) | 516,600 |
Note: The plan is a capital increase by cash reserved for employee subscription, available to eligible employees.
The option valuation model applied, the assumptions, and the fair value used for the share-based payment plan granted during the period are as follows:
| For the year ended December 31 | |
|---|---|
| 2025 | |
| Dividend yield (%) | 2.17% |
| Expected volatility (%) | 42.34% |
| Risk-free interest rate (%) | 1.4% |
| Expected life of stock options (years) | Vested immediately |
| Option pricing model | Binomial Option Pricing Model |
| Weighted-average fair value (NT$) | $3.52 |
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| For the year ended December 31 | |
|---|---|
| 2024 | |
| Dividend yield (%) | 2.17% |
| Expected volatility (%) | 42.34 % |
| Risk-free interest rates (%) | 1.4% |
| Expected life of stock options (year) | 4 years |
| Option pricing model | Binomial Option Pricing Model |
| Weighted-average fair value (NT$) | $20.161 |
The expected life of the stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.
The relevant details of the share-based payment plan are as follows:
| For the years ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Outstanding number of options (units) | Weighted average exercise price | Outstanding number of options (units) | Weighted average exercise price | |||
| Outstanding as of January 1 | 3,500,000 | NTD | 140 | 3,391,700 | USD | 0.40 |
| Granted during the period | 516,600 | NTD | 330 | 3,500,000 | NTD | 140 |
| Expired during the period | (247,600) | NTD | 308 | (25,000) | USD | 0.40 |
| Exercised during the period (Note) | (298,000) | NTD | 330 | (3,366,700) | USD | 0.40 |
| Outstanding as of December 31 | 3,471,000 | NTD | 140 | 3,500,000 | NTD | 140 |
| Exercisable as of December 31 | - | - |
Note: The weighted-average fair value of stock options at the exercise date for the years ended December 31, 2025 and 2024 were NT$330 and USD0.32, respectively.
As of December 31, 2025 and 2024, related information about outstanding options on the share-based payment was as follows:
| Range of execution price per unit | Weighted average remaining life (years) | |
|---|---|---|
| December 31, 2025 | ||
| Options outstanding | NTD 140 | 2.77 |
| December 31, 2024 | ||
| Options outstanding | NTD 140 | 3.77 |
The expenses resulting from share-based payment transactions were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expense arising from share-based payment transactions (All related to equity-settled share-based payments) | $ 31,522 | $ 14,728 |
No modification or cancellation of the share-based payment plan has occurred for the year ended December 31, 2025.
On September 27, 2024, the Board of Directors resolved to amend all outstanding share-based payment awards granted prior to that date. The amendment adjusted the original vesting periods to expire on September 27, 2024. Consequently, the Company recognized the remaining expenses of NT$2,179 thousand on an accelerated basis during the year. Except for the aforementioned modification, no other cancellations or modifications were made to the share-based payment plans.
(14) Operating revenue
Information related to revenue from contracts with customers is as follows:
A. Disaggregation of revenue
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Sale of goods | $ 932,820 | $ 335,852 |
| Licensing of intellectual property and rendering of services | 657,707 | 522,880 |
| Total | $ 1,590,527 | $ 858,732 |
| Revenue recognition point: | ||
| At a point in time | $ 1,376,022 | $ 717,271 |
| Satisfies the performance obligation over time | 214,505 | 141,461 |
| Total | $ 1,590,527 | $ 858,732 |
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B. Contract balances
(a) Contract assets – current and non-current
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Licensing of intellectual property and rendering of services | $ 13,358 | $ - | $ - |
The increase in contract assets for the year ended December 31, 2025 was primarily due to the Group’s satisfaction of a performance obligation where the unconditional right to consideration is contingent upon the completion of another performance obligation.
(b) Contract liabilities – current and non-current
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Sales of goods | $ 621 | $ - | $ - |
| Licensing of intellectual property and rendering of services | 33,489 | 45,570 | 22,804 |
| Total | $ 34,110 | $ 45,570 | $ 22,804 |
The significant changes in the Group’s balances of contract liabilities were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue recognized during the period that was included in the beginning balance | $ 35,419 | $ 19,456 |
| Increase in receipt in advance during the period (deducting the amount incurred and transferred to revenue during the period) | $ 23,959 | $ 42,222 |
C. Transaction price allocated to unsatisfied performance obligations
The aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period is as follows:
(a) Sales of goods
The expected duration of all contracts with customers for the sale of goods is one year or less; accordingly, the Group does not disclose information about the remaining performance obligations.
(b) Licensing of intellectual property and rendering of services
| December 31, 2025 | December 31, 2024 |
|---|---|
| $ 297,679 | $ 304,516 |
The Group recognizes revenue over time based on the progress of contract completion; these contracts are expected to be completed within the next one to two years.
(15) Expected credit losses
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Operating expenses – Expected credit losses | ||
| Contract assets and accounts receivable | $ - | $ - |
Please refer to Note 12 for more details on credit risk.
The Group measures the loss allowance for contract assets and accounts receivable (including accounts receivable and accounts receivable from related parties) at an amount equal to lifetime expected credit losses. The related descriptions of the assessments of the loss allowance as of December 31, 2025 and 2024 are as follows:
(a) As of December 31, 2025, the total carrying amount of contract assets was NT$13,358 thousand, with the loss allowance measured at an expected credit loss rate of 0%.
- 54 -
(b) The Group’s historical credit loss experience shows no significant differences in the loss patterns of different customer groups. Therefore, the Group does not segment its customers and instead measures the loss allowance by using a provision matrix. Related information is as follows:
2025.12.31
| Neither past due | Past due | Total | |||||
|---|---|---|---|---|---|---|---|
| Within 90 days | 91-180 days | 181-270 days | 271-365 days | After 365 days | |||
| Gross carrying amount | $ 128,943 | $ 9,398 | $ - | $ - | $ - | $ - | $ 138,341 |
| Loss ratio | 0% | 0% | 10% | 20% | 50% | 100% | |
| Lifetime expected credit losses | - | - | - | - | - | - | - |
| Carrying amount | $ 128,943 | $ 9,398 | $ - | $ - | $ - | $ - | $ 138,341 |
2024.12.31
| Neither past due | Past due | Total | |||||
|---|---|---|---|---|---|---|---|
| Within 90 days | 91-180 days | 181-270 days | 271-365 days | After 365 days | |||
| Gross carrying amount | $ 108,729 | $ 8,690 | $ - | $ - | $ - | $ - | $ 117,419 |
| Loss ratio | 0% | 0% | 10% | 20% | 50% | 100% | |
| Lifetime expected credit losses | - | - | - | - | - | - | - |
| Carrying amount | $ 108,729 | $ 8,690 | $ - | $ - | $ - | $ - | $ 117,419 |
The movement in the loss allowance for accounts receivable for the years ended December 31, 2025 and 2024 is as follows:
None.
- 55 -
(16) Leases
The Group as lessee
The Group leases properties (including buildings and structures) with lease terms between 1 and 3 years.
The effects of leases under non-cancellable operating lease agreements on the financial position, financial performance and cash flows of the Group as of December 31, 2025 and 2024 are as follows:
A. Amounts recognized in the balance sheet
(a) The carrying amount of right-of-use assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Buildings and structures | $ 24,116 | $ 31,763 |
During the years ended December 31, 2025 and 2024, the additions and modifications to right-of-use assets of the Group amounted to NT$8,641 thousand and NT$34,925 thousand, respectively.
(b) Lease liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Lease liability-current | $ 17,112 | $ 13,350 |
| Lease liability-non-current | 7,718 | 17,561 |
| Total | $ 24,830 | $ 30,911 |
For interest expense on lease liabilities for the years ended December 31, 2025 and 2024, please refer to Note 6(18)(4), Finance Costs. For the maturity analysis of lease liabilities, please refer to Note 12(5), Liquidity Risk Management.
- 56 -
B. Amounts recognized in the statement of comprehensive income
Depreciation charge for right-of-use assets
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Buildings and structures | $ 16,288 | $ 14,371 |
Income and expenses relating to leasing activities
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| The expense relating to short-term leases | $ 596 | $ 804 |
| The expense relating to leases of low-value assets | $ 43 | $ 35 |
C. Cash outflows relating to leasing activities
During the years ended December 31, 2025 and 2024, the Group's total cash outflow for leases amounted to NT$16,064 thousand and NT$15,876 thousand, respectively.
(17) Summary statement of employee benefits, depreciation and amortization expenses by function:
| By function
By nature | For the years ended December 31 | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | | 2024 | | |
| | Operating costs | Operating expenses | Total | Operating costs | Operating expenses | Total |
| Employee benefits expense | $ 5,788 | $ 451,321 | $ 457,109 | $ 6,027 | $ 410,660 | $ 416,687 |
| Depreciation | $ 436 | $ 22,129 | $ 22,565 | $ 230 | $ 22,894 | $ 23,124 |
| Amortization | $ - | $ 23,593 | $ 23,593 | $ - | $ 19,871 | $ 19,871 |
- 57 -
In conjunction with its application for listing in Taiwan, the Company held an annual shareholders' meeting on August 26, 2024, to amend its Articles of Incorporation. According to the amended Articles, if the Company has profit for the year, it shall distribute no less than 5% as employees' compensation and no more than 3% as remuneration to directors. However, if the Company has accumulated losses, the profit shall first be set aside to offset the losses. The aforementioned employees' compensation may be distributed in the form of shares or cash, which shall be resolved by a majority vote at a Board of Directors meeting attended by two-thirds or more of the directors, and subsequently reported to the shareholders' meeting.
Information about employees' compensation and directors' remuneration is available at the "Market Observation Post System" website.
The Board of Directors resolved on March 10, 2026 and February 26, 2025 to distribute employees' compensation and remuneration to directors in cash as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Employees' compensation—cash | $ 37,600 | $ 4 |
| Employees' compensation—shares | - | 85,047 |
| Remuneration to directors—cash | 12,000 | 4,221 |
There was no difference between aforementioned approved amounts and the amounts charged against earnings in 2025 and 2024.
(18) Non-operating income and expenses
(a) Interest income
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets measured at amortized cost | $ 47,762 | $ 37,441 |
(b) Other income
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Rental income | $ 279 | $ 533 |
| Government grants | 4 | 3,144 |
| Others | 1,087 | 1,377 |
| Total | $ 1,370 | $ 5,054 |
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(c) Other gains and losses
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Foreign exchange gains | $ 20,051 | $ 33,926 |
| Provisions for Litigation | (2,831) | - |
| Others | - | (91) |
| Total | $ 17,220 | $ 33,835 |
(d) Finance costs
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest expenses on lease liabilities | $ 703 | $ 695 |
(19) Components of other comprehensive income
For the year ended December 31, 2025 :
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income, before tax | Income tax Benefit (expense) | Other comprehensive income, net of tax | |
|---|---|---|---|---|---|
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Exchange differences on translation to presentation currency | $ 64,975 | $ - | $ 64,975 | $ - | $ 64,975 |
| Items that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences on translation of foreign operations | (64,707) | - | (64,707) | - | (64,707) |
| Total | $ 268 | $ - | $ 268 | $ - | $ 268 |
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For the year ended December 31, 2024 :
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income, before tax | Income tax Benefit (expense) | Other comprehensive income, net of tax | |
|---|---|---|---|---|---|
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Exchange differences on translation to presentation currency | $ 76,067 | $ - | $ 76,067 | $ - | $ 76,067 |
| Items that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences on translation of foreign operations | (51,420) | - | (51,420) | - | (51,420) |
| Total | $ 24,647 | $ - | $ 24,647 | $ - | $ 24,647 |
(20) Income tax
Income tax expense (income) recognized in profit or loss
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current income tax expense: | ||
| Current income tax payable | $ 135,546 | $ 38,925 |
| Adjustments in respect of current income tax of prior periods | 515 | (21) |
| Deferred tax (income) expense | ||
| Deferred tax (income) expense relating to origination and reversal of temporary differences | (11,623) | 1,677 |
| Total income tax expense | $ 124,438 | $ 40,581 |
- 60 -
Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Accounting profit before tax from continuing operations | $ 641,969 | $ 306,192 |
| Tax at the domestic rates applicable to profits in the country concerned | $ 124,077 | $ 66,052 |
| Tax effect of deferred tax liabilities | - | 353 |
| Surtax on undistributed retained earnings | 2,038 | 1,616 |
| Unrecognized deferred tax assets relating to deductible temporary differences | - | (28,153) |
| Adjustments for current tax of prior years recognized in the current year | 515 | (21) |
| Tax effect of investment tax credits | (4,180) | - |
| Others | 1,988 | 734 |
| Total income tax expense recognized in profit or loss | $ 124,438 | $ 40,581 |
Deferred tax assets (liabilities) related to the following items:
For the year ended December 31, 2025
| Beginning balance | Acquired through business combinations | Recognized in profit or loss | Ending balance | |
|---|---|---|---|---|
| Temporary differences | ||||
| Unrealized foreign exchange (gain) loss | $ (3,720) | $ - | $ 4,430 | $ 710 |
| Unrealized expense | 1,312 | - | 6,095 | 7,407 |
| Expense amortization difference | - | (38,549) | 642 | (37,907) |
| Others | 248 | - | 456 | 704 |
| Deferred tax (expense) income | $ (38,549) | $ 11,623 | ||
| Net deferred tax assets (liabilities) | $ (2,160) | $ (29,086) | ||
| Reflected in balance sheet as follows: | ||||
| Deferred tax assets | $ 1,566 | $ 9,616 | ||
| Deferred tax liabilities | $ (3,726) | $ (38,702) |
- 61 -
For the year ended December 31, 2024
| Beginning balance | Recognized in profit or loss | Ending balance | |
|---|---|---|---|
| Temporary differences | |||
| Unrealized foreign exchange gain | $ (483) | $ (3,237) | $ (3,720) |
| Unrealized expense | - | 1,312 | 1,312 |
| Others | - | 248 | 248 |
| Deferred tax expense | $ (1,677) | ||
| Net deferred tax assets (liabilities) | $ (483) | $ (2,160) | |
| Reflected in balance sheet as follows: | |||
| Deferred tax assets | $ - | $ 1,566 | |
| Deferred tax liabilities | $ (483) | $ (3,726) |
Tax assessment status
As of December 31, 2025, the assessment of income tax returns of the Group is as follows:
| The assessment of income tax returns | |
|---|---|
| The Company’s Taiwan Branch | Assessed and approved up to 2023 |
| Subsidiary - Cyberon Corporation | Assessed and approved up to 2023 |
(21) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders of the parent entity by the weighted-average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity by the weighted-average number of ordinary shares outstanding during the period plus the weighted-average number of ordinary shares that would be issued assuming all the dilutive potential ordinary shares were converted into ordinary shares.
- 62 -
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (a) Basic earnings per share | ||
| Profit attributable to ordinary equity owners of the parent (in thousand NT$) | $ 517,531 | $ 265,611 |
| Weighted average number of ordinary shares outstanding for basic earnings per share (thousand shares) | 43,975 | 37,059 |
| Basic earnings per share (NT$) | $ 11.77 | $ 7.17 |
| For the years ended December 31 | ||
| 2025 | 2024 | |
| (b) Diluted earnings per share | ||
| Profit attributable to ordinary equity owners of the parent (in thousand NT$) | $ 517,531 | $ 265,611 |
| Weighted average number of ordinary shares outstanding for basic earnings per share (thousand shares) | 43,975 | 37,059 |
| Effect of dilution: | ||
| Employees’ compensation-stock (thousand shares) | 320 | 1,269 |
| Employee stock options (thousand shares) | 2,139 | 430 |
| Weighted average number of ordinary shares outstanding after dilution (thousand shares) | 46,434 | 38,758 |
| Diluted earnings per share (NT$) | $ 11.15 | $ 6.85 |
There have been no other transactions involving ordinary shares or potential ordinary shares that would significantly change the number of shares outstanding between the reporting date and the date the financial statements were authorized for issue.
The weighted-average number of shares outstanding for the year ended December 31, 2024, has been retrospectively adjusted to reflect the change in par value and the proportions of capitalization of capital surplus as of the record date of August 26, 2024.
- 63 -
(22) Business Combination
On August 7, 2025, the Board of Directors resolved to acquire Audio Codec and Class-D amplifier technology license and related assets from MediaTek Inc. and MediaTek Singapore Pte. Ltd. for USD11,900 thousand. The acquisition date was October 31, 2025.
The fair value of the identifiable assets and liabilities as at the date of acquisition were as follows:
| Fair value recognized on the acquisition date | |
|---|---|
| Assets | |
| Intangible assets - Technology license | $ 192,749 |
| Liabilities | |
| Deferred tax liabilities | (38,549) |
| Identifiable net assets | $ 154,200 |
| The calculation of goodwill is as follows: | |
| Cash consideration | $ 365,090 |
| Less: identifiable net assets at fair value | (154,200) |
| Goodwill | $ 210,890 |
The amounts of net assets recognized as of the acquisition date on August 7, 2025, were recorded at fair value based on the Purchase Price Allocation report issued by an independent external expert.
The aforementioned goodwill represents the synergies expected to arise from the acquisition.
- Related Party Transactions
Information of the related parties that had transactions with the Group during the financial reporting years is as follows:
Name and nature of relationship of the related parties
| Name of the related parties | Nature of Relationship with the Group |
|---|---|
| MediaTek Inc. | Entity with joint control or significant influence over the Company |
| Airoha Technology Corp. | Entity with joint control or significant influence over the Company |
| MediaTek Singapore Pte. Ltd. | Entity with joint control or significant influence over the Company |
- 64 -
Significant transactions with the related parties
(1) Operating revenues
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Entity with joint control or significant influence over the Company | ||
| MediaTek Inc. | $ 29,065 | $ 26,049 |
| Airoha Technology Corp. | 274,396 | 246,427 |
| Others | 110 | 492 |
| Total | $ 303,571 | $ 272,968 |
Selling prices to related parties were negotiated and agreed upon by both parties based on customized designs. The credit terms for related parties were 30 to 45 days, while those for general customers were 15 to 60 days.
(2) Purchases
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Entity with joint control or significant influence over the Company | ||
| MediaTek Inc. | $ 273,152 | $ 109,652 |
| MediaTek Singapore Pte. Ltd. | 154,210 | - |
| Total | $ 427,362 | $ 109,652 |
The purchase prices from related parties were negotiated and determined by both parties with reference to market rates. The payment terms for purchases from related parties were approximately 30 days from the end of the month (monthly closing), which were comparable to those for general suppliers.
A summary of performance bonds pledged to related parties is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets measured at amortized cost - current | $ 94,290 | $ 68,849 |
- 65 -
(3) Accounts receivable - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Entity with joint control or significant influence over the Company | ||
| MediaTek Inc. | $ - | $ 6,841 |
| Airoha Technology Corp. | - | 17,212 |
| Total | $ - | $ 24,053 |
(4) Prepayments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Entity with joint control or significant influence over the Company | ||
| MediaTek Inc. | $ 48,014 | $ - |
(5) Refundable deposits (including those classified as other current assets)
(6) Accounts payable - related parties
- 66 -
(7) Other payables - related parties (classified as other payables)
(8) Contract liabilities
(9) Operating Expenses
The Group pays operating expenses to related parties for business purposes, primarily consisting of commission expenses and contracted research expenses:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Entity with joint control or significant influence over the Company | ||
| MediaTek Inc. | $ 74,818 | $ - |
| Others | 1,740 | - |
| Total | $ 76,558 | $ - |
- 67 -
(10) Others
The Group acquired related assets and technology licenses from MediaTek Inc. and MediaTek Singapore Pte. Ltd. for a total consideration of USD11,900 thousand. Please refer to Note 6(22) for details.
(11) Key management personnel compensation
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 53,190 | $ 39,357 |
| Post-employment benefits | 432 | 710 |
| Share-based payment | 11,358 | 5,551 |
| Total | $ 64,980 | $ 45,618 |
- Assets Pledged as Collateral
The Group’s assets pledged as collateral were as follows:
| Item | Carrying amount | Purpose of Pledge | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Financial assets measured at amortized cost - current | $ 94,290 | $ 75,406 | Performance bond |
- Significant Contingencies and Unrecognized Contractual Commitments
Contingent Liabilities from Litigation
On December 14, 2023, the Company was served with a lawsuit for service fees filed by AIAN Consulting Co., Ltd. with the Hsinchu District Court. The plaintiff alleged that it assisted the Company in promoting new designs and subsequently filed a claim for payment of NT$39,010 thousand. In September 2025, the Hsinchu District Court rendered a judgment requiring the Company to pay NT$2,831 thousand. However, AIAN Consulting Co., Ltd. filed an appeal in October 2025. As of the date these consolidated financial statements were authorized for issue, the aforementioned case is not expected to have a material impact on the Group.
- 68 -
10. Losses Due to Major Disasters
None.
11. Significant Subsequent Events
None.
12. Others
(1) Categories of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Financial assets measured at amortized cost : | ||
| Cash and cash equivalents (exclude cash on hand) | $ 1,816,807 | $ 578,118 |
| Accounts receivable (including related parties) | 138,341 | 117,419 |
| Other receivables | 14,154 | 4,557 |
| Financial assets measured at amortized cost | 1,333,921 | 554,075 |
| Refundable deposits (including other current assets) | 97,577 | 3,392 |
| Total | $ 3,400,800 | $ 1,257,561 |
| December 31, 2025 | December 31, 2024 | |
| Financial liabilities | ||
| Financial liabilities measured at amortized cost : | ||
| Accounts payable (including related parties) | $ 50,308 | $ 2,498 |
| Other payables | 165,165 | 137,214 |
| Lease liabilities | 24,830 | 30,911 |
| Long-term payables (including within one year) | 1,781 | 4,402 |
| Total | $ 242,084 | $ 175,025 |
- 69 -
(2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk, and liquidity risk related to its operating activities. The Group identifies, measures, and manages the aforementioned risks based on the Group’s policy and risk exposures.
The Group has established appropriate policies, procedures, and internal controls for financial risk management. Before entering into significant transactions, a due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk mainly comprises currency risk and interest rate risk.
In practice, it is rarely the case that a single risk variable will change independently from other risk variables; there are usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interrelationships between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expenses are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign operations.
The Group has certain foreign currency receivables denominated in the same foreign currency with certain foreign currency payables; therefore, a natural hedge is achieved. However, hedge accounting is not applied as these transactions did not qualify for the hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.
- 70 -
The sensitivity analysis of foreign currency risk is performed on significant foreign currency monetary items at the end of the reporting period to evaluate the impact of foreign currency appreciation or depreciation on the Group’s profit and equity. The Group’s foreign currency risk is mainly affected by the volatility of the exchange rate for USD. The information on the sensitivity analysis is as follows:
When NTD strengthens/weakens against USD by 1%, the profit for the years ended December 31, 2025 and 2024 would decrease/increase by NT$6,718 thousand and NT$5,124 thousand, respectively.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates primarily relates to the Group’s bank deposits with variable interest rates. The Group manages its interest rate risk by maintaining an appropriate portfolio of fixed and variable interest rate bank deposits.
The sensitivity analysis of interest rate risk is performed on items exposed to interest rate risk at the end of the reporting period, primarily consisting of bank deposits with variable interest rates. Assuming that the items are held for an entire financial year, an increase/decrease of 10 basis points in the interest rate would cause the profit for the years ended December 31, 2025 and 2024 to increase/decrease by NT$517 thousand and NT$38 thousand, respectively.
(4) Credit risk management
Credit risk is the risk that counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for contract assets and accounts receivable) and from its financing activities, including bank deposits and various financial instruments.
Credit risk is managed by each business unit in accordance with the Group’s established policies, procedures and control relating to credit risk management. Credit limits are established for all trading partners based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria, etc. The Group also uses certain credit enhancement instruments (such as advance from customers) to reduce the credit risk of specific counterparties when appropriate.
- 71 -
As of December 31, 2025 and 2024 receivables from the top ten customers represented 88.61% and 78.05% of the Group’s total receivables, respectively. The credit concentration risk of the remaining accounts receivable was insignificant.
The Group’s finance department manages the credit risk from bank deposits and other financial instruments in accordance with the Group’s policy. The Group only transacts with counterparties approved through internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk from these counterparties.
The Group assesses the expected credit losses in accordance with IFRS 9. The loss allowance for contract assets and accounts receivable is measured at an amount equal to lifetime expected credit losses.
(5) Liquidity risk management
The Group’s objective is to maintain financial flexibility through the use of cash and cash equivalents and highly liquid investments. The table below summarizes the maturity profile of the Group’s financial liabilities based on the earliest date on which the Group can be required to pay and the contractual undiscounted payments. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is derived based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial liabilities
| Less than 1 year | 1 to 5 years | Later than 5 years | Total | |
|---|---|---|---|---|
| As of December 31, 2025 | ||||
| Accounts payable (including related parties) | $ 50,308 | $ - | $ - | $ 50,308 |
| Other payables | 165,165 | - | - | 165,165 |
| Lease liabilities | 17,496 | 7,805 | - | 25,301 |
| Long-term payables (including within one year) | 1,781 | - | - | 1,781 |
| Total | $ 234,750 | $ 7,805 | $ - | $ 242,555 |
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| Less than 1 year | 1 to 5 years | Later than 5 years | Total | |
|---|---|---|---|---|
| As of December 31, 2024 | ||||
| Accounts payable (including related parties) | $ 2,498 | $ - | $ - | $ 2,498 |
| Other payables | 137,214 | - | - | 137,214 |
| Lease liabilities | 13,933 | 17,804 | - | 31,737 |
| Long-term payables (including within one year) | 2,557 | 1,845 | - | 4,402 |
| Total | $ 156,202 | $ 19,649 | $ - | $ 175,851 |
(6) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities:
| Lease liabilities | |
|---|---|
| As of January 1, 2025 | $ 30,911 |
| Cash flows | (14,722) |
| Non-cash flows | 8,641 |
| As of December 31, 2025 | $ 24,830 |
| Lease liabilities | |
| As of January 1, 2024 | $ 10,328 |
| Cash flows | (14,342) |
| Non-cash flows | 34,925 |
| As of December 31, 2024 | $ 30,911 |
(7) Fair values of financial instruments
Valuation techniques and assumptions used to measure fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair value of financial assets and financial liabilities:
The carrying amounts of cash and cash equivalents, financial assets measured at amortized cost, accounts receivable (including related parties), other receivables, accounts payable (including related parties) and other payables approximate their fair values, primarily due to their short maturities.
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(8) Significant assets and liabilities denominated in foreign currencies
The functional currency of each entity within the Group is either USD or NTD (USD for the Company and NTD for certain subsidiaries). The details of assets and liabilities whose future cash flows may be affected by exchange rate fluctuations as of the reporting date are as follows:
| December 31, 2025 | |||
|---|---|---|---|
| Foreign Currency (thousand) | Exchange rate (Note) | NT$ (thousand) | |
| Financial assets | |||
| Monetary item: | |||
| USD | $ 22,246 | 31.43 | $ 699,204 |
| Financial liabilities | |||
| Monetary item: | |||
| USD | $ 872 | 31.43 | $ 27,406 |
| December 31, 2024 | |||
| Foreign Currency (thousand) | Exchange rate (Note) | NT$ (thousand) | |
| Financial assets | |||
| Monetary item: | |||
| USD | $ 15,828 | 32.785 | $ 518,927 |
| Financial liabilities | |||
| Monetary item: | |||
| USD | $ 200 | 32.785 | $ 6,550 |
Note: The rates represent the exchange rates of foreign currencies against the functional currency of each entity.
The above information is disclosed based on the carrying amounts of foreign currencies (converted into functional currency).
As the entities within the Group have various functional currencies, it is not practical to disclose the exchange gains and losses of monetary financial assets and liabilities for each significant foreign currency. Please refer to Note 6(18) for the foreign exchange gains (losses) of the Group for the years ended December 31, 2025 and 2024.
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(9) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business operations and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payments to shareholders, return capital to shareholders, or issue new shares.
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13. Other disclosure
- Information related to significant transactions
Additional disclosures for information of the Group for the year ended December 31, 2025:
(1) Financing provided to others for the year ended December 31, 2025: None.
(2) Endorsement/Guarantee provided to others for the year ended December 31, 2025: None.
(3) Material Securities held as of December 31, 2025 (excluding investments in subsidiaries): None.
(4) Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended December 31, 2025:
| Company Name | Counter-party | Relationship | Transaction Details | Abnormal Transaction | Accounts receivable (payable) | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) | Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | |||
| Intelligo Technology Inc. | Airoha Technology Corp. | Entity with joint control or significant influence over the Company | (Sales) | $ (274,396) | (21.65%) | 30 days | - | - | $- | -% |
| Intelligo Technology Inc. | MediaTek Inc. | Entity with joint control or significant influence over the Company | Purchases | $273,152 | 75.00% | 30 days | - | - | $ (24,106) | 99.58% |
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(5) Receivables from related parties with amount exceeding the lower of NT$100 million or 20 percent of the capital stock as of December 31, 2025: None.
(6) The business relationship between the parent and the subsidiaries and significant transactions between them:
| No. (Note1) | Company Name | Counter-party | Relationship (Note2) | Intercompany Transaction | |||
|---|---|---|---|---|---|---|---|
| Accounts | Amount | Transaction Term | % of Total Sales or Assets (Note3) | ||||
| 0 | Intelligo Technology Inc. | Cyberon Corporation | 1 | Other income | $ 18,391 | By contract | 1.16% |
| Other receivables | $ 19,310 | 0.46% | |||||
| 0 | Intelligo Technology Inc. | Intelligo Technology Singapore Pte. Ltd. | 1 | Other income | $ 886 | By contract | 0.06% |
| Other receivables | $ 934 | 0.02% | |||||
| 0 | Intelligo Technology Inc. | Intelligo Japan Inc. | 1 | Service fees | $ 6,215 | By contract | 0.39% |
| Prepayments | $ 418 | 0.01% |
Note 1: Intelligo Technology Inc. and its subsidiaries are coded as follows:
A. Intelligo Technology Inc. is coded "0".
B. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: There are three types of relationship categorized as follows:
1. Intelligo Technology Inc. to subsidiaries.
2. Subsidiaries to Intelligo Technology Inc.
3. Subsidiaries to subsidiaries.
Note 3: Percentage of consolidated operating revenues or total assets is calculated as follows: for the balance sheet accounts, the ending balance of assets or liabilities divided by consolidated total assets, or for the income statement accounts, the interim accumulated amounts divided by consolidated sales.
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Information on investees
Information on investees which significant influenced or controlled by the Group (excluding investees in Mainland China):
| Investor Company | Investee company | Location | Main businesses | Original Investment Amount | Balance as of December 31, 2025 | Net income (loss) of investee | Investment income (loss) recognized | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares (thousand shares) | Percentage of ownership | Carrying amount | |||||||
| Intelligo Technology Inc. | Aithor Corporation Limited | Samoa | General investing | $ 46,208 | $ 46,208 | 1,500 | 100.00% | $ 56,130 | $ 2,074 | $ 2,074 | - |
| Cyberon Corporation | Taiwan | Research | $ 357,013 | $ 357,013 | 11,438 | 100.00% | $ 445,632 | $ 42,194 | $ 25,465 | - | |
| Intelligo Japan Inc. | Japan | Sales and technical services | $ 10,432 | $ 10,432 | 5 | 100.00% | $ 1,384 | $ (3,042) | $ (3,042) | - | |
| Intelligo Technology Singapore Pte. Ltd. | Singapore | Sales and technical services | $ 156,048 | $ - | 5,000 | 100.00% | $ 177,707 | $ 20,394 | $ 20,394 | 1 |
Note 1: The company established Intelligo Technology Singapore Pte. Ltd. in September 2025.
- Information on investments in Mainland China
(1) Investment status: Aithor Corporation Limited has established Shanghai Aithor Technology Ltd. As of December 31, 2025, no capital has been remitted, and the company has only completed the incorporation registration of its name.
(2) Significant transaction to investee company in Mainland China:
(a) Purchases amount and percentage, and related ending balance and percentage of payables: None.
(b) Sales amount and percentage, and related ending balance and related ending balance and percentage of receivables: None.
(c) Property transaction amount and occurred gain (loss): None.
(d) Ending balance and purpose of endorsement/guarantee provided for notes or collateral: None.
(e) Highest balance, ending balance, interest rate interval and total interest amount in current period of financing: None.
(f) Other transactions with significant influence on current period income or financial position: None.
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14. Segment information
(1) General Information
The Group’s products and services primarily relate to artificial intelligence (AI) intellectual property (IP) licensing, integrated circuits (ICs), and related module products and services. The chief operating decision maker reviews the Group’s overall operating results to make decisions regarding resource allocation and evaluate overall performance; therefore, the Group is identified as a single operating segment. The basis for preparing segment information is consistent with the summary of significant accounting policies mentioned in Note 4.
(2) Geographical information
(a) Revenue from external customers
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Asia | $ 978,819 | $ 441,731 |
| Taiwan | 602,893 | 412,770 |
| Others | 8,815 | 4,231 |
| Total | $ 1,590,527 | $ 858,732 |
The revenue information above is based on the locations of the customers.
(b) Non-current assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Taiwan | $ 604,537 | $ 228,682 |
(3) Major customers information
Individual customers accounting for 10% or more of the Group's consolidated net sales for the years ended December 31, 2025 and 2024 were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Customer B | $ 647,548 | $ 244,838 |
| Customer A | 274,396 | 246,427 |
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