Stock Code: 7705

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Financial Statements and Independent Auditors' Report

For the Years Ended December 31, 2025 and 2024

Address: 5F., No. 145, Sec. 2, Jianguo N. Rd., Zhongshan Dist., Taipei City, Taiwan
Telephone: (02) 2503-8111

Item		Page
I.	Cover Page	1
II.	Table of Contents	2
III.	Statement	3
IV.	Independent Auditors' Report	4
V.	Consolidated Balance Sheets	8
VI.	Consolidated Statements of Comprehensive Income	9
VII.	Consolidated Statements of Changes in Equity	10
VIII.	Consolidated Statements of Cash Flows	11
IX.	Notes to Consolidated Financial Statements
	(I) Company History	12
	(II) Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for Authorization	12
	(III) Application of New and Amended Standards and Interpretations	12-14
	(IV) Summary of Significant Accounting Policies	15-30
	(V) Primary Sources of Uncertainties in Material Accounting Judgments, Estimates, and Assumptions	31
	(VI) Details of Significant Accounts	31-54
	(VII) Related Party Transactions	55-59
	(VIII) Pledged Assets	59
	(IX) Significant Contingent Liabilities and Unrecognized Contract Commitments	59
	(X) Significant Disaster Loss	59
	(XI) Significant Events after the Balance Sheet Date	59
	(XII) Others	60
	(XIII) Supplementary Disclosures
	1. Information on Significant Transactions	60-61
	2. Information on Invested Companies	61
	3. Information on Investments in Mainland China	61
	4. Information on Major Shareholders	62
	(XIV) Segment Information	62-63

Statement

For the fiscal year 2025, covering January 1, 2025, to December 31, 2025, the companies to be included in the preparation of the consolidated financial statements for affiliated enterprises according to the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises," and those to be included in the parent-subsidiary consolidated financial statements according to IFRS 10 (endorsed by the Financial Supervisory Commission), are identical. Furthermore, the relevant information required to be disclosed in the consolidated financial statements for affiliated enterprises has already been disclosed in the aforementioned parent-subsidiary consolidated financial statements. Therefore, the consolidated financial statements for affiliated enterprises will not be prepared separately.

Hereby Declared

Company Name: Mercuries F&B Co., Ltd

Chairman: Shiang-Feng Chen

Date: February 23, 2026

Independent Auditors' Report

To the Board of Directors of Mercuries F&B Co., Ltd:

Opinions

The consolidated balance sheets of Mercuries F&B Co., Ltd and its subsidiaries (hereinafter referred to as "Mercuries F&B Group") as of December 31, 2025 and 2024, along with the consolidated comprehensive income statements, consolidated statements of changes in equity, consolidated cash flow statements for the periods from January 1 to December 31 in 2025 and 2024, and the notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited and finalized by the CPAs.

In our opinion, the aforementioned consolidated financial statements have been prepared, in all material respects, in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretive announcements endorsed and implemented by the Financial Supervisory Commission. These statements sufficiently and appropriately present the consolidated financial position of Mercuries F&B Group as of December 31, 2025 and 2024, as well as the consolidated financial performance and cash flows for the periods from January 1 to December 31, 2025 and 2024.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the section regarding the auditor's responsibilities in auditing the consolidated financial statements. The firm to which we belong has ensured that its personnel comply with independence regulations and has maintained an objective independence from Mercuries F&B Group, fulfilling other responsibilities outlined in the professional ethics standards for accountants. We believe that sufficient and appropriate audit evidence has been obtained to serve as a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Mercuries F&B Group for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the consolidated financial statements for the year ended December 31, 2025 are stated as follows:

Recognition of Revenue from Food and Beverage Sales

Please refer to Note IV(XV) of the consolidated financial statements for the accounting policy for revenue recognition. Please refer to Note VI(XVIII) for disclosures related to revenue recognition.

Description of Key Audit Matters:

Mercuries F&B Group specializes in providing catering services and conducting sales operations. Its revenue is generated through the direct provision of catering services to consumers at various locations established throughout Taiwan. Although the transaction amounts are small due to the large number of stores and the fact that the direct customers are general consumers, transaction volume is high. Consequently, Mercuries F&B Co., Ltd relies on a point-of-sale (POS) system to collect and summarize daily revenue information. Mercuries F&B Co., Ltd issues invoices directly to consumers or to sales venues and delivery platforms from its stores. The accounting department verifies the daily POS reports from each store to summarize the amounts of cash, credit card, and mobile payment transactions before recognizing the revenue. The accuracy of revenue recognition from these stores is considered one of the key assessment matters in the audit of Mercuries F&B Group's financial statements.

Responding Audit Procedures:

The primary audit procedures we conducted concerning the aforementioned key audit matters include understanding and testing the effectiveness of the general computer environment controls of the ERP system; evaluating whether the revenue recognition policies are implemented in accordance with relevant accounting standards; obtaining sales revenue reports generated by the POS system and selecting samples to perform tests on the effectiveness of internal controls; and conducting spot checks on the sales revenue reports to assess the accuracy of the recognized revenue amounts and the reasonableness of the timing of revenue recognition.

Other Matters

We have also audited the Parent Company Only Financial Statements of Mercuries F&B Co., Ltd for the years ended December 31, 2025 and 2024, on which we have issued an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.

In preparing the Consolidated Financial Statements, the management is responsible for assessing Mercuries F&B Group's ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate Mercuries F&B Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing Mercuries F&B Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

The purpose of this audit of the consolidated financial statements is to obtain reasonable assurance that the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditors' report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards 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 financial statements.

As part of an audit in accordance with accounting standards, we exercise professional judgment and skepticism throughout the audit. We also:

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.
Obtain an understanding of internal controls 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 controls of Mercuries F&B Group.
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
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 Mercuries F&B Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Mercuries F&B Group to cease to continue as a going concern.

Evaluate the overall expression, structure and contents of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements fairly present relevant transactions and items.
Sufficient and appropriate audit evidence was obtained regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the guidance, supervision, and execution of the Group audit engagement and for forming the Group audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of Mercuries F&B Group for the year ended December 31, 2025. 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.

KPMG

CPA:

Approval Document No. from the Financial Supervisory Commission
Financial
Jun-Guan-Zheng-Liu-Zi No. 0940100754
: Tai-Cai-Zheng-Liu-Zi No. 0920122026

February 23, 2026

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Balance Sheets

December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

	2025.12.31		2024.12.31			2025.12.31		2024.12.31
	Assets	Amount	%	Amount	%	Liabilities and equity	Amount	%	Amount
Current assets:
1100	Cash and cash equivalents (Note VI(I))	$ 383,200	10	144,152	4	2100	Short-term loans (Note VI(IX))	$ 490,000	13
1110	Financial assets at fair value through profit or loss - current (Notes VI(II) and XIII)	104,407	3	82,351	2	2110	Short-term notes and bills payable (Note VI(X))	-	69,979
1170	Net accounts receivable (Notes VI(III) and VII)	141,987	4	126,543	3	2130	Contract liabilities - current (Note VI(XVIII))	18,866	-
1200	Other receivables (Note VII and XIII)	19,868	1	20,841	1	2170	Notes and accounts payable (Note VII)	338,788	9
130X	Inventories (Note VI(IV))	296,213	8	387,255	11	2200	Other payables (Notes VI(XI) and VII)	411,958	12
1410	Prepayments (Note VII)	2,250	-	10,814	-	2230	Current income tax liabilities	1,002	-
1470	Other current assets	2,785	-	26	-	2280	Lease liabilities - current (Notes VI(XIII) and VII)	364,623	9
		950,710	26	771,982	21	2300	Other current liabilities (Note VII)	3,832	-
Non-current assets:
1550	Investments accounted for using the equity method (Notes VI(V), XIII and XIV)	73,424	2	73,518	2	2551	Non-current provisions for employee benefits	1,410	-
1600	Property, plant, and equipment (Notes VI(VI) and VII)	1,704,848	44	1,655,809	46	2556	Long-term provision for decommissioning, restoration and rehabilitation costs	3,878	-
1755	Right-of-use assets (Note VI(VII))	999,733	26	1,013,814	28	2580	Lease liabilities - non-current (Notes VI(XII) and VII)	661,274	17
1780	Intangible assets (Note VI(VIII))	9,100	-	3,686	-	2600	Other non-current liabilities	4,696	-
1840	Deferred income tax assets	5,151	-	2,643	-			671,258	17
1900	Other non-current assets (Note VII)	104,028	2	101,480	3			2,300,327	60
		2,896,284	74	2,850,950	79
						Total liabilities	Equity attributable to owners of the parent company: (Notes VI(XV) and (XVII))
						3100	Capital stock	660,673	17
						3200	Capital surplus	540,668	14
							Retained earnings:
						3310	Legal reserve	192,689	5
						3320	Special reserve	5,760	-
						3350	Unappropriated earnings	153,532	4
								351,981	9
								(6,700)	-
						3400	Other equity	1,546,622	40
							Total equity attributable to owners of the parent company
						36XX	Non-controlling interests	45	-
							Total equity	1,546,667	40
Total assets	$ 3,846,994	100	3,622,932	100		Total liabilities and equity	$ 3,846,994	100	3,622,932

Chairman: Shiang-Feng Chen

(Please refer to the notes to the consolidated financial statements)

Manager: Shiang-Feng Chen

Accounting Supervisor: Chao Hui-Ling

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (Notes VI(XVIII), VII, and XIV)	$ 6,533,440	100	6,324,178	100
5000	Operating Cost (Notes VI(IV), VII, and XII)	4,225,898	65	3,991,018	63
	Gross profit	2,307,542	35	2,333,160	37
	Operating expenses: (Notes VI(III), (VI), (VII), (VIII), (XII), (XIII), (XX), VII, XII and XIV)
6100	Selling and marketing expenses	1,895,169	29	1,773,637	28
6200	General and administrative expenses	262,853	4	257,120	4
6300	Research and development expenses	16,627	-	22,963	-
6450	Expected credit losses (gains)	-	-	(29)	-
	Total operating expenses:	2,174,649	33	2,053,691	32
	Net operating income	132,893	2	279,469	5
	Non-operating income and expenses: (Notes VI(V), (XII), (XIX), VII and XIV)
7100	Interest income	1,452	-	837	-
7010	Other income	32,501	-	31,763	1
7020	Other gains and losses	16,599	-	18,324	-
7050	Finance costs	(25,923)	-	(24,036)	-
7070	Share of profit or loss from affiliates and joint ventures accounted for using the equity method	(94)	-	4,688	-
		24,535	-	31,576	1
	Net income before tax	157,428	2	311,045	6
7950	Less: income tax expense (benefit) (Note VI(XIV))	30,505	-	61,056	1
	Net income	126,923	2	249,989	5
8300	Other comprehensive income:
8310	Components that will not be reclassified to profit or loss
8311	Re-measurements of defined benefit plans	(1,918)	-	(1,382)	-
8349	Income tax related to components that will not be reclassified to profit or loss	-	-	-	-
	Total items not reclassified to profit or loss	(1,918)	-	(1,382)	-
8360	Components that may be reclassified to profit or loss
8361	Exchange differences on translation of financial statements of foreign operations	(940)	-	(440)	-
8370	Share of other comprehensive income of associates accounted for using the equity method	-	-	-	-
8399	Income tax related to components that can be reclassified to profit or loss	-	-	-	-
	Components that may be reclassified to profit or loss	(940)	-	(440)	-
8300	Other comprehensive income for the current period	(2,858)	-	(1,822)	-
8500	Total comprehensive income for the current period	$ 124,065	2	248,167	5
	Net profit for the period attributable to:
	Owners of the parent company	$ 127,063	2	250,165	5
	Non-controlling interests	(140)	-	(176)	-
		$ 126,923	2	249,989	5
	Total comprehensive income attributable to:
	Owners of the parent company	$ 124,205	2	248,343	5
	Non-controlling interests	(140)	-	(176)	-
		$ 124,065	2	248,167	5
	Basic earnings per share (Unit: NT$) (Note VI(XVII))	$	1.92		4.10
	Diluted earnings per share (Unit: NT$) (Note VI(XVII))	$	1.92		4.10

(Please refer to the notes to the consolidated financial statements)

Chairman: Shiang-Feng Chen

Manager: Shiang-Feng Chen

Accounting Supervisor: Chao Hui-Ling

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

Equity attributable to owners of the parent company
					Other equity item
					Exchange differences on translation of financial statements of foreign operations	Total equity attributable to owners of the parent company	Non-controlling interests	Total equity
Capital stock - common shares	Capital surplus	Legal reserve	Special reserve	Unappropriated earnings
$ 604,193	140,972	150,442	100	272,092	(5,320)	1,162,479	178	1,162,657
-	-	-	-	250,165	-	250,165	(176)	249,989
-	-	-	-	(1,382)	(440)	(1,822)	-	(1,822)
-	-	-	-	248,783	(440)	248,343	(176)	248,167
-	-	17,387	-	(17,387)	-	-	-	-
-	-	-	-	(193,342)	-	(193,342)	-	(193,342)
			(100)	100
56,480	395,547	-	-	-	-	452,027	-	452,027
	4,149					4,149		4,149
-	-	-	-	(183)	-	(183)	183	-
660,673	540,668	167,829	-	310,063	(5,760)	1,673,473	185	1,673,658
660,67393	140,000,008	150,000,0029	100,000,049723	272,200,000,0072	(5,320,000,4425,760)	(5,320)	1,160,000,079	1,162,070,673,650
660,673	540,668	167,829	-	310,063	(5,760)	1,673,473	185	1,673,658
-	-	-	-	127,063	-	127,063	(140)	126,923
-	-	-	-	(1,918)	(9 40)	(2,858)	-	(2,858)
-	-	-	-	125,145	(940)	124,205	(140)	124,065
-	-	24,860	-	(24,860)	-	-	-	-
-	-	-	5,760	(5,760)	-	-	-	-
-	-	-	-	(251,056)	-	(251,056)	-	(251,056)
$ 660,673	540,668	192,689	5,760	153,532	(6,700)	1,546,622	45	1,546,667

Balance as of January 1, 2024

Net income

Other comprehensive income

Total comprehensive income for the current period

Appropriation and distribution of earnings:

Legal reserve

Reversal of special reserve

Cash dividends of common stock

Balance as of December 31, 2024

Net income

Other comprehensive income

Total comprehensive income for the current period

Appropriation and distribution of earnings:

Legal reserve

Reversal of special reserve

Cash dividends of common stock

Balance as of December 31, 2025

(Please refer to the notes to the consolidated financial statements)

Chairman: Shiang-Feng Chen

Manager: Shiang-Feng Chen

Accounting Supervisor: Chao Hui-Ling

Mercuries F&B Co., Ltd and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024

Unit: Thousands of New Taiwan Dollars

	2025	2024
Cash flows from operating activities:
Net income before tax for the current period	$ 157,428	311,045
Adjustment items:
Adjustments to reconcile profit (loss):
Depreciation expenses	756,936	671,502
Amortization expenses	3,742	1,992
Expected credit reversal gains	-	(29)
Net gain on financial assets at fair value through profit or loss	(22,056)	(19,504)
Interest expenses	25,923	24,036
Interest income	(1,452)	(837)
Share-based payments	-	4,149
Share of (profit)loss from affiliates and joint ventures accounted for using the equity method	94	(4,688)
Loss on disposal of property, plant, and equipment	3,726	206
Loss on disposal of intangible assets	33	162
Inventory write-down loss (reversal gain)	7,092	(6,573)
Loss on lease modifications	800	2
Total adjustments to reconcile profit (loss)	774,838	670,418
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	(15,444)	11,958
Decrease (increase) in other receivables	973	(2,871)
Decrease (increase) in Inventory	83,950	(84,719)
Decrease (increase) in prepayments	8,564	(6,367)
Decrease(increase) in other current assets	(2,759)	1,553
Decrease (increase) in other non-current assets	(16)	271
Net changes in operating assets	75,268	(80,175)
Increase (decrease) in contract liabilities	(5,121)	871
Increase in notes and accounts payable	21,253	58,982
Increase in other payables	21,300	23,548
Increase (decrease) in other current liabilities	106	(6,858)
Decrease in net defined benefit liabilities	(6,006)	(3,043)
Decrease in decommissioning liabilities	-	(180)
Increase (decrease) in other non-current liabilities	(1,000)	279
Total adjustments	880,638	663,842
Cash inflow from operations	1,038,066	974,887
Interest received	1,452	837
Interest paid	(6,450)	(8,049)
Income tax paid	(87,906)	(3,825)
Net cash flows generated from operating activities	945,162	963,850
Cash flows from investing activities:
Disposal of financial assets at fair value through profit or loss	-	11,319
Acquisition of intangible assets	(8,357)	(1,917)
Acquisition of property, plant, and equipment	(382,717)	(373,257)
Proceeds from disposal of property, plant, and equipment	-	3
Increase in guarantee deposits paid	(2,532)	(5,214)
Net cash flows used in investing activities	(393,606)	(369,066)
Cash flows from financing activities:
(Repayments) proceeds from short-term loans	480,000	(290,000)
Increase (decrease) in short-term notes payable	(69,979)	9,989
Repayments of long-term loans	-	(150,000)
Increase (decrease) in guarantee deposits received	560	(300)
Repayment of the principal portion of lease	(471,111)	(420,145)
Cash dividends paid	(251,056)	(193,342)
Issuance of common stock for cash	-	452,027
Net cash flows used in financing activities	(311,586)	(591,771)
Effects of exchange rate changes on the balance of cash held in foreign currencies	(922)	(440)
Increase in cash and cash equivalents for the current period	239,048	2,573
Beginning balance of cash and cash equivalents	144,152	141,579
Ending balance of cash and cash equivalents	$ 383,200	144,152

(Please refer to the notes to the consolidated financial statements)

Chairman: Shiang-Feng Chen
Manager: Shiang-Feng Chen
Supervisor: Chao Hui-Ling

Mercuries F&B Co., Ltd and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(Unless otherwise specified, all amounts are expressed in thousands of New Taiwan Dollars)

I. Company History

Mercuries F&B Co., Ltd (hereinafter referred to as "the Company") was established on December 7, 1996. Its registered address is 5th Floor, No. 145, Section 2, Jianguo North Road, Zhongshan District, Taipei City. The Company and its subsidiaries (hereinafter collectively referred to as "the Consolidated Company") primarily engage in restaurant operations, ready-to-eat meal manufacturing, as well as food and beverage retail businesses.

On October 26, 2018, the Board of Directors of the Company resolved to set January 1, 2019 as the merger base date, issuing 20,000 thousand new shares with a par value of NT$10 per share, totaling NT$300,000 thousand. These shares were used to acquire the relevant businesses (including assets, liabilities, and operations) of the External Catering Division of Mercuries & Associates, Ltd., with the net asset book value calculated at NT$300,000 thousand. In this merger transaction, the Company valued the External Catering Division based on its book value and issued new shares to the shareholders of Mercuries & Associates, Ltd. (namely, Mercuries & Associates Holding, Ltd.) as consideration. On September 25, 2023, the Company was approved for public issuance and has been listed for trading on the Taiwan Stock Exchange starting from November 26, 2024.

II. Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for Authorization

The Consolidated Financial Statements have been approved by the Board of Directors on February 23, 2026.

III. Application of New and Amended Standards and Interpretations

(I) Adoption of newly released and revised standards and interpretations recognized by the Financial Supervisory Commission

Starting from January 1, 2025, the Consolidated Company has adopted the following revised International Financial Reporting Standards (IFRS) and accounting standards, which have not caused a significant impact on the consolidated financial reports.

Amendments to International Accounting Standard 21: "Lack of Exchangeability"

(II) Impact of Not Adopting the International Financial Reporting Standards Approved by the Financial Supervisory Commission

Amendments to IFRS 17 "Insurance Contracts" and IFRS 17
Amendments to IFRS 9 and IFRS 7 "Amendments to the Classification and Measurement of Financial Instruments"
Annual Improvements to International Financial Reporting Standards
Amendments to IFRS 9 and IFRS 7 "Contracts for Renewable Electricity"

(III) New and Amended Standards and Interpretations Not Yet Approved by Financial Supervisory Commission

The International Accounting Standards Board has issued and amended standards and interpretations that have not yet been approved by the Financial Supervisory Commission. These may be relevant to the Consolidated Company as follows:

Newly Released or Revised Standards	Main Amended Content	Effective Date of Issuance by the Board
International Financial Reporting Standard No. 18: Presentation and Disclosure of Financial Statements	The new guidelines introduce three categories of revenue and expenses, two subtotals in the income statement, and a single note concerning the measurement of management performance. These three amendments and enhancements to the guidance on segmenting information in financial statements establish a foundation for users to access improved and more consistent information, thereby impacting all companies.
• More Structured Income Statement: Under current standards, the company employs various formats to present its operating results, which complicates investors' ability to compare the financial performance of different companies. The new standards implement a more structured income statement, introducing a revised definition of the 'operating profit' subtotal and requiring that all revenues and expenses be classified into three distinct categories based on the company's primary operating activities.	January 1, 2027
note: On September 25, 2025, the FSC issued a press release announcing that Taiwan will adopt IFRS 18 beginning in 2028. Entities that need to adopt the new standard earlier may do with the endorsement of the FSC.

Newly Released or Revised Standards	Main Amended Content	Effective Date of Issuance by the Board
	• Management Performance Measurement (MPM): The new guidelines introduce a definition of management performance measurement and require companies to explain, in a single note to the financial statements, how each measurement indicator provides useful information, how it is calculated, and how the measurement indicators are adjusted in relation to the amounts recognized in accordance with International Financial Reporting Standards.
	• Detailed Information: The new guidelines provide instructions for companies on improving the organization of information within their financial statements. This includes guidance on whether certain information should be presented in the primary financial statements or elaborated upon in the accompanying notes.

The Consolidated Company is currently conducting an assessment of the aforementioned guidelines and interpretations to evaluate their impact on its financial condition and operating results. The relevant impacts will be disclosed upon the completion of this assessment.

The Consolidated Company anticipates that the following newly issued and amended standards, which have not yet been approved, will not significantly impact consolidated financial reports.

Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture"
Amendments to IFRS 19 "Subsidiaries without Public Accountability: Disclosures" and IFRS 19
Amendments to IAS 21 "Translation to a Hyperinflationary Presentation Currency"

IV. Summary of Significant Accounting Policies

(I) Compliance declaration

These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as "the Regulations").

(II) Preparation basis

Measurement basis

With the exception of the significant items listed in the following balance sheet, this consolidated financial report has been prepared on the basis of historical cost:

(1) Financial assets at fair value through profit or loss measured at fair value;

(2) The determination of defined benefit liabilities (or assets) is based on the fair value of retirement fund assets, less the net present value of defined benefit obligations.

Functional currency and reporting currency

Each entity within the Consolidated Company uses the currency of the primary economic environment in which it operates as its functional currency. These consolidated financial statements are presented in the functional currency of the Company, the New Taiwan Dollar (NTD). Unless otherwise specified, all financial information expressed in NTD is denominated in thousands.

(III) Basis of consolidation

Principles for preparing consolidated financial statements

The entities included in the preparation of consolidated financial statements comprise the Company and entities controlled by the Company (i.e., subsidiaries). The Company controls an entity when it is exposed to variable returns from involvement with the investee or has rights to those returns and can influence those returns through its power over the investee.

The financial statements of a subsidiary are included in the consolidated financial statements from the date control is obtained until the date control is lost. Transactions, balances, and any unrealized gains and losses between the consolidated entities are completely eliminated during the preparation of consolidated financial statements. The total comprehensive income of subsidiaries is attributed to the owners of the parent company and non-controlling interests, even if non-controlling interests result in a deficit balance.

Changes in ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions between owners. The difference between the adjustment to non-controlling interests and the fair value of consideration paid or received is directly recognized in equity and attributed to the owners of the parent company.

Subsidiaries included in the consolidated financial statements

The subsidiaries included in these consolidated financial statements are as follows:

Name of investor	Name of subsidiary	Nature of business	Percentage of shareholding		Description
			2025.12.31	2024.12.31
The Company	Mercuries F&B	Food and beverage	98.62%	98.62%	Note 1 and 2
	Consulting Co., Ltd.	retail and consulting
The Company	Mercuries Food	Ready-to-eat meal	100.00%	100.00%	Notes 3
	Service Japan, Ltd.	manufacturing industry

Note 1: On April 30, 2025, the Board of Directors of the Company resolved to increase the capital of Mercuries F&B Consulting Co., Ltd. by means of a cash injection amounting to NT$15,000 thousand. Following this capital increase, the shareholding ratio will be 98.62%.
Note 2: In order to integrate group resources, improve operational performance, and adjust the group's internal organizational structure, the Board of Directors resolved on December 3, 2015, to conduct a simplified merger with San Shang Catering Consulting, a subsidiary in which the Company directly holds 98.62% of the shares, in accordance with Article 19 of the Enterprise Mergers and Acquisitions Act. The Company will pay NT$90,000 in cash as the merger consideration to eliminate the 1.38% minority shareholder equity of Mercuries F&B Consulting Co., Ltd. The merger base date is January 14, 2026. After the merger, the Company will be the surviving company, and Mercuries F&B Consulting Co., Ltd will be dissolved.
Note 3: On October 31, 2024, the Company's Board of Directors resolved to increase capital in Mercuries Food Service Japan, Ltd. through a cash injection of JPY 100,000 thousand, completing registration for the capital increase in January 2025. The Company's shareholding percentage remained unchanged after the capital increase.

Subsidiaries not included in the consolidated financial statements: None.

(IV) Foreign currencies

Foreign currency transactions

Foreign currency transactions are translated into the functional currency at the exchange rate on the transaction date. At the end of each subsequent reporting period (hereinafter referred to as the "reporting date"), foreign currency monetary items are translated into the functional currency at the exchange rate prevailing on that date.

Foreign currency non-monetary items measured at fair value are translated into the functional currency at the exchange rate on the date when the fair value is determined. Foreign currency non-monetary items measured at historical cost

are translated into the functional currency at the exchange rate on the transaction date.

Foreign exchange differences arising from translation are recognized in profit or loss.

Foreign operations

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from acquisitions, are translated into NTD at the exchange rate prevailing on the reporting date. Revenue and expense items are translated into NTD at the average exchange rate for the period. Exchange differences arising from the translation are recognized in other comprehensive income.

When foreign operations are disposed of, resulting in the loss of control, joint control, or significant influence, the cumulative exchange differences related to the foreign operation are reclassified in full to profit or loss. When partially disposing of subsidiaries that include foreign operations, the proportionate amount of the cumulative exchange differences is reallocated to non-controlling interests. For partial disposals involving associates or joint ventures that include foreign operations, the proportionate amount of the cumulative exchange differences is reclassified to profit or loss.

For monetary receivables or payables with foreign operations, if there are no plans for settlement and it is unlikely that they will be settled in the foreseeable future, the resulting foreign exchange differences are considered part of the net investment in the foreign operation and are recognized in other comprehensive income.

(V) Classification criteria for current and non-current assets and liabilities

The Consolidated Company classifies assets as current if they meet any of the following conditions. All other assets are classified as non-current:

The asset is expected to be realized, sold, or consumed during the normal operating cycle;
The asset is held primarily for trading purposes;
The asset is expected to be realized within twelve months after the reporting period;
The asset is cash or a cash equivalent (as defined in IAS 7), unless it is restricted for exchange or settlement of a liability for at least twelve months after the reporting period.

The Consolidated Company classifies liabilities as current if they meet any of the following conditions. All other liabilities are classified as non-current:

The liability is expected to be settled during the normal operating cycle;
The liability is held primarily for trading purposes;
The liability is due to be settled within twelve months after the reporting period;
The Consolidated Company does not have an unconditional right at the end of the reporting period to defer the settlement of the liability for at least twelve months.

(VI) Cash and cash equivalents

Cash includes cash on hand, demand deposits, and time deposits. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to a fixed amount of cash and are subject to an insignificant risk of changes in value. Time deposits that meet the aforementioned definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are classified as cash equivalents.

(VII) Financial instruments

Accounts receivable and issued debt securities are initially recognized at the time they are originated. All other financial assets and financial liabilities are initially recognized when the Consolidated Company becomes a party to the contractual provisions of the financial instrument.

Financial assets

The Consolidated Company shall reclassify all affected financial assets only when there is a change in the operating model for managing financial assets, effective from the beginning of the next reporting period.

(1) Financial assets at amortized cost

Financial assets are measured at amortized cost if they meet the following criteria and are not designated as measured at fair value through profit or loss:

Held within a business model whose objective is to collect contractual cash flows.
Contractual terms of the financial assets result in cash flows on specific dates that are solely payments of principal and interest on the principal outstanding.

Such assets are subsequently measured at amortized cost, which is calculated as the original recognition amount adjusted by the cumulative amortization using the effective interest method and adjusted for any loss allowances. Interest income, foreign exchange differences, and impairment

losses are recognized in profit or loss. Upon derecognition, any gains or losses are also recognized in profit or loss.

(2) Financial assets at fair value through profit or loss

Financial assets that are neither measured at amortized cost nor at fair value through other comprehensive income—such as those held for trading or managed on a fair value basis with performance evaluation—are measured at fair value through profit or loss. Net gains or losses, including dividends and interest income, are recognized in profit or loss.

(3) Impairment of financial assets

The Consolidated Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable, other receivables, and refundable deposits).

The following financial assets are measured based on the amount of expected credit losses over twelve months, while others are measured based on expected credit losses over the lifetime:

Determination that the debt securities have low credit risk as of the reporting date;
The credit risk of other debt securities and bank deposits (e.g., the risk of default occurring beyond the expected lifetime of the financial instrument) has not significantly increased since initial recognition.

The loss allowance for accounts receivable is measured based on the expected credit losses over the lifetime of the financial instrument.

Lifetime expected credit losses refer to the anticipated credit losses from all possible default events throughout the expected life of the financial instrument.

Twelve-month expected credit losses represent the estimated credit losses from potential default events within the twelve months following the reporting date (or a shorter period if the expected life of the financial instrument is less than twelve months).

The maximum period for measuring expected credit losses is the longest contractual period during which the Consolidated Company is exposed to credit risk.

Expected credit losses are the probability-weighted estimate of credit losses over the expected lifetime of the financial instrument. Credit losses are measured as the present value of all cash shortfalls—that is, the

difference between the cash flows the Consolidated Company is entitled to receive under the contract and the cash flows the Consolidated Company expects to receive. The expected credit losses are discounted using the effective interest rate of the financial asset.

Loss allowances for financial assets measured at amortized cost are deducted from the asset's carrying amount. Loss allowances for debt instruments measured at fair value through other comprehensive income are recognized as adjustments to profit or loss and included in other comprehensive income (without reducing the carrying amount of the asset).

When the Consolidated Company cannot reasonably expect to recover a financial asset, either in whole or in part, it directly reduces the financial asset's total carrying amount. However, written-off financial assets may still be subject to enforcement procedures to recover overdue amounts in line with the Consolidated Company's processes.

(4) Derecognition of financial assets

The Consolidated Company will only derecognize financial assets when the contractual rights to cash flows from the asset expire, or when the financial asset has been transferred and substantially all the risks and rewards of ownership of the asset have been transferred to other entities, or if the Consolidated Company has neither transferred nor retained substantially all the risks and rewards of ownership and does not retain control of the financial asset.

Financial liabilities and equity instruments

(1) Classification of liabilities or equity

The Consolidated Company classifies its issued debt and equity instruments as either financial liabilities or equity based on the substance of the contractual arrangements and the definitions of financial liabilities and equity instruments.

(2) Equity transactions

Equity instruments are contracts that represent any residual interest in the Consolidated Company's assets after deducting all of its liabilities. Equity instruments issued by the Consolidated Company are recognized at the amount of consideration received, net of direct issue costs.

(3) Financial liabilities

Financial liabilities are classified as amortized cost or fair value through profit or loss. A financial liability is classified as fair value through profit

or loss if it is held for trading, a derivative, or designated as such at initial recognition. Financial liabilities measured at fair value through profit or loss are measured at fair value, with net gains or losses, including interest expense, recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and exchange differences are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

(4) Derecognition of financial liabilities

The Consolidated Company derecognizes financial liabilities when the contractual obligations are fulfilled, canceled, or expired. If the terms of a financial liability are modified and the cash flows of the liability under the revised terms differ significantly, the original financial liability is derecognized, and a new financial liability is recognized based on the revised terms at fair value.

When derecognizing a financial liability, the difference between its carrying amount and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset, and the net amount is presented in the balance sheet only when the Consolidated Company currently has a legally enforceable right to offset the recognized amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

(VIII) Inventories

Inventory is measured at the lower of cost and net realizable value. Cost includes acquisition, production, or processing expenses and other costs incurred to bring the inventory to its present location and condition, calculated using the weighted average method.

Net realizable value refers to the estimated selling price during normal business operations, less the estimated costs necessary to complete the sale.

(IX) Investments in associates

An associate refers to an investee company over which the Consolidated Company has significant influence on its financial and operational policies, but does not exercise control or joint control.

The Consolidated Company accounts for its interest in associates using the equity method. Under the equity method, the initial recognition is based on cost, and the investment cost includes transaction costs. The carrying amount of the investment in an associate includes the goodwill identified at the time of the original investment, less any accumulated impairment losses.

The financial reports include the amounts of profit or loss and other comprehensive income of the associate company recognized by the Consolidated Company in proportion to its equity interest, from the date significant influence is established to the date it is lost, after adjustments to ensure consistency with the accounting policies of the Consolidated Company. When an associate experiences equity changes that are unrelated to profit, loss, or other comprehensive income, and these changes do not affect the Consolidated Company’s ownership percentage, the Consolidated Company recognizes all such equity changes in proportion to its shareholding as capital reserves.

Unrealized gains and losses arising from transactions between the Consolidated Company and its associates are only recognized in the financial statements within the scope of the equity held by non-related party investors in the associate.

When the Consolidated Company's share of the losses of an associate equals or exceeds its equity in the associate, it ceases to recognize further losses. Additional losses and related liabilities are recognized only to the extent that the Consolidated Company has incurred legal obligations, constructive obligations, or made payments on behalf of the investee.

When the Consolidated Company ceases to apply the equity method from the date its investment is no longer an associate, the difference between the disposal proceeds and the carrying amount of the investment on the date of discontinuation is recognized in the current profit or loss. Any amounts previously recognized in other comprehensive income related to the investment are accounted for on the same basis as if the associate had directly disposed of the related assets or liabilities. Specifically, if gains or losses previously recognized in other comprehensive income must be reclassified to profit or loss (or retained earnings) upon the disposal of related assets or liabilities, such gains or losses are reclassified from equity to profit or loss (or retained earnings) when the entity discontinues the equity method.

When an associate issues new shares and the Consolidated Company does not subscribe in proportion to its shareholding, resulting in changes to its ownership percentage and changes in the equity value of the investment, the adjustments are recorded in capital reserves and the equity-method investment. If the adjustment involves a reduction in capital reserves, but the remaining capital reserves derived from the equity-method investment are insufficient, the difference is debited to

retained earnings. However, if the Consolidated Company’s ownership equity in the associate decreases due to non-proportional subscription, amounts previously recognized in other comprehensive income related to the associate are reclassified proportionally. This accounting treatment is consistent with the basis required if the associate were directly disposing of related assets or liabilities.

(X) Property and equipment

Recognition and measurement

Items of property, plant, and equipment are measured at cost (including capitalized borrowing costs) less accumulated depreciation and any accumulated impairment losses.

When significant components of property, plant, and equipment have different useful lives, they are treated as separate items (main components) of property, plant, and equipment.

Gains or losses on the disposal of property, plant, and equipment are recognized in profit or loss.

Subsequent costs

Subsequent expenditures are capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Consolidated Company.

Depreciation

Depreciation is calculated based on the cost of the asset less its residual value and is recognized in profit or loss using the straight-line method over the estimated useful lives of each component.

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated usable life or the lease term. The Consolidated Company reviews depreciation methods, useful lives, and residual values at least at each annual reporting date. If expectations differ from previous estimates, necessary adjustments are made, and such changes are accounted for as revisions to accounting estimates.

Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

(1) Buildings and structures: 25-60 years
(2) Transportation equipment: 3-6 years
(3) Food preparation equipment: 1-15 years

(4) Leasehold improvements: 1-11 years
(5) Other equipment: 2-15 years

(XI) Leases

The Consolidated Company evaluates at the inception of a contract whether the contract is or contains a lease. If the contract transfers control of the use of an identified asset for a period of time in exchange for consideration, the contract is classified as or includes a lease.

Lessee

At the commencement date of a lease, the Consolidated Company recognizes right-of-use assets and lease liabilities. Right-of-use assets are initially measured at cost, which includes the initial measurement of the lease liability, adjustments for any lease payments made on or before the commencement date, initial direct costs incurred, and estimated costs for dismantling, removing the underlying asset, and restoring the site or asset, less any lease incentives received.

Subsequently, right-of-use assets are depreciated on a straight-line basis over the shorter of the asset's estimated useful life or the lease term. Additionally, the Consolidated Company periodically evaluates whether the right-of-use asset is impaired and accounts for any impairment losses incurred. Adjustments to the right-of-use asset are made if there is a remeasurement of the lease liability.

Lease liabilities are initially measured at the present value of lease payments that have not yet been paid as of the commencement date. If the implicit interest rate of the lease is readily determinable, that rate is used as the discount rate. If it is not readily determinable, the Consolidated Company uses its incremental borrowing rate. Generally, the Consolidated Company adopts its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of lease liabilities consist of:

(1) Fixed payments, including in-substance fixed payments;
(2) Variable lease payments based on changes in an index or rate, initially measured using the index or rate at the commencement date;
(3) Amounts expected to be paid under residual value guarantees;
(4) Exercise prices of purchase options or penalties for terminating leases, if it is reasonably certain that such options will be exercised or termination penalties will be incurred.

Lease liabilities are subsequently measured under the effective interest method, and the amounts are remeasured upon the occurrence of the following circumstances:

(1) Changes in the index or rate used to determine lease payments, resulting in modifications to future lease payments;

(2) Variations in the expected payments under residual value guarantees;

(3) Reassessments of the exercise of purchase options related to the underlying asset;

(4) Changes in the estimates regarding whether extension or termination options will be exercised, leading to revisions in the assessment of the lease term;

(5) Amendments to the lease's scope, the underlying assets, or other terms.

When lease liabilities are remeasured due to changes in indices or rates used to determine lease payments, variations in residual value guarantees, or reassessments of purchase, extension, or termination options, the carrying amount of the corresponding right-of-use assets is adjusted. If the carrying amount of the right-of-use asset is reduced to zero, any remaining remeasurement amount is recognized in profit or loss.

For lease modifications that reduce the scope of the lease, the carrying amount of the right-of-use asset is reduced to reflect the partial or complete termination of the lease, and the difference between the remeasured lease liability and the adjustment to the right-of-use asset is recognized in profit or loss.

The Consolidated Company presents right-of-use assets and lease liabilities as separate line items in the balance sheet.

For leases of low-value underlying assets, such as office and kitchen equipment, the Consolidated Company opts not to recognize right-of-use assets and lease liabilities. Instead, related lease payments are recognized as expenses over the lease term.

(XII) Intangible assets

The intangible assets acquired by the Consolidated Company are measured at cost, less accumulated amortization and accumulated impairment losses.

Subsequent expenditures

Subsequent expenditures are capitalized only when they are likely to enhance the future economic benefits of the specific asset. All other expenditures,

including internally developed goodwill and brands, are recognized as expenses when incurred.

2. Amortization

Amortization, except for goodwill, is calculated based on the asset's cost less its estimated residual value. It is recognized in profit or loss on a straight-line basis over the estimated useful life of the intangible asset, starting from the date it is available for use.

For purchased computer software, the estimated useful life is five years. The Consolidated Company reviews the amortization methods, useful lives, and residual values of intangible assets at each reporting date and adjusts them as necessary.

(XIII) Impairment of non-financial assets

The Consolidated Company assesses at each reporting date whether there are any indications that the carrying amounts of non-financial assets (excluding inventory and deferred tax assets) may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. If the recoverable amount of an individual asset cannot be estimated, the recoverable amount of the cash-generating unit to which the asset belongs is estimated to assess impairment.

The recoverable amount is the higher of the fair value less costs to sell or the value in use of an individual asset or a cash-generating unit.

If the recoverable amount of an individual asset or a cash-generating unit is less than its carrying amount, an impairment loss is recognized. Impairment losses are immediately recognized in profit or loss and are first applied to reduce the carrying amount of goodwill allocated to the cash-generating unit. Subsequently, the carrying amounts of other assets within the unit are reduced proportionally based on their carrying amounts.

At the end of each reporting period, the Consolidated Company reassesses whether there are indications that impairment losses recognized in previous periods for non-financial assets may no longer exist or may have decreased. If there is any change in the estimates used to determine the recoverable amount, the impairment loss is reversed, increasing the carrying amount of the individual asset or cash-generating unit up to its recoverable amount. However, this increase cannot exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized in previous periods.

(XIV) Provisions

Provisions are recognized when a past event creates a present obligation that makes it highly probable the Consolidated Company will need to outflow economic resources to settle the obligation, and when the amount of the obligation can be reliably estimated. Provisions are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the specific risks associated with the liability. The amortization of the discount is recognized as an interest expense.

(XV) Revenue recognition

Sales revenue for the Consolidated Company is measured based on the consideration expected to be entitled in exchange for the transfer of goods and is recognized when control of the goods is transferred to the customer, thereby fulfilling the performance obligation. The major revenue items are explained as follows:

Sale of goods

The Consolidated Company operates restaurants and directly sells finished food products to consumers. Revenue is recognized when the goods are delivered to the customer, and payments are made immediately when customers purchase the goods.

Customer loyalty programs

The Consolidated Company offers customer loyalty programs. Customers earn points for purchases that reach a certain amount, granting them the right to purchase goods from the Consolidated Company in the future for free or at a discount. The transaction price is allocated to the goods sold and the points based on their relative stand-alone selling prices. Management estimates the stand-alone selling price of each point based on past experience, considering the discounts offered upon redemption and the likelihood of redemption. The stand-alone selling price of goods is estimated based on their retail prices. Deferred revenue is recognized at the time of the sale of goods based on these principles and is recognized as revenue when the points are redeemed or expire.

Service revenue

The Consolidated Company provides corporate catering consulting services, and the related revenue is recognized in the financial reporting period when the service is rendered.

(XVI) Employee benefits

Defined contribution plans

The contribution obligations under defined contribution retirement pension plans are recognized as employee benefit expenses in profit or loss during the period in which employees provide services.

Defined benefit plans

Retirement benefit plans that do not qualify as defined contribution plans are classified as defined benefit plans. The Consolidated Company’s net obligation under defined benefit pension plans is calculated separately for each plan by discounting the future benefit amounts earned by employees through current and past service to their present value. The fair value of any plan assets is then deducted. The discount rate is determined based on the market yield of high-quality corporate bonds at the financial reporting date, with maturity dates close to the duration of the net obligation and denominated in the same currency as the expected benefit payments.

The Consolidated Company’s net obligation is actuarially calculated each year by qualified actuaries using the projected unit credit method. When the calculation results are favorable to the Consolidated Company, the recognized asset is limited to the present value of economic benefits expected to be received through fund refunds or reduced future contributions to the plan. In calculating the present value of economic benefits, the minimum funding requirements applicable to the plan must be considered. Economic benefits are regarded as realizable if they can be utilized during the life of the plan or upon the settlement of plan obligations.

When there is a plan improvement that increases benefits due to employees’ past service, the resulting costs are immediately recognized in profit or loss.

Remeasurements of the net defined benefit liability (asset) include: actuarial gains and losses; return on plan assets, excluding amounts included in the net interest of the net defined benefit liability (asset); and any changes in the effect of the asset ceiling, excluding amounts included in the net interest of the net defined benefit liability (asset). Remeasurements of the net defined benefit liability (asset) are recognized under other comprehensive income. The Consolidated Company has opted to transfer amounts recognized in other comprehensive income into retained earnings, and this approach will be consistently applied in future periods.

(XVII) Share-based payment transactions

Equity-settled share-based payment arrangements are measured at the fair value on the grant date. Expenses are recognized over the vesting period of the awards, increasing the corresponding equity. The recognized expense is adjusted based on

the estimated number of awards expected to satisfy service conditions. The final amount recognized is measured based on the number of awards meeting service conditions on the vesting date.

Non-vesting conditions related to share-based payment awards are factored into the measurement of the fair value at the grant date. Differences between expected and actual outcomes for non-vesting conditions do not require verification adjustments.

(XVIII) Income tax

Income tax expense includes current and deferred income taxes. Except for items directly recognized in equity or other comprehensive income, current and deferred income taxes are recognized in profit or loss.

Current income taxes include the estimated amount of income tax payable or receivable based on the taxable income (or loss) for the year, as well as any adjustments to income taxes payable for prior years.

Deferred income taxes are recognized based on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. However, deferred income taxes are not recognized for temporary differences arising in the following situations:

The initial recognition of assets or liabilities in a transaction that is not a business combination and does not affect accounting profit or taxable income (or loss) at the time of the transaction;
Temporary differences arising from investments in subsidiaries, associates, and joint ventures when it is probable that these differences will not reverse in the foreseeable future;
Taxable temporary differences related to the initial recognition of goodwill. Deferred income taxes are measured at the tax rates expected to apply to the temporary differences when they reverse, based on the statutory or substantively enacted tax rates as of the reporting date.

The company offsets deferred tax assets and deferred tax liabilities only when the following conditions are met:

There is a legally enforceable right to offset current tax assets against current tax liabilities.
Deferred tax assets and deferred tax liabilities relate to one of the following taxable entities taxed by the same tax authority:

(1) The same taxable entity.

(2) Different taxable entities, provided the entities intend to settle current tax liabilities and assets on a net basis or simultaneously realize the assets and settle the liabilities during each future period in which significant deferred tax assets are expected to be recovered and deferred tax liabilities are expected to be settled.

For unused taxable losses, unused tax credits carried forward, and deductible temporary differences, deferred tax assets are recognized to the extent that it is probable that future taxable income will be available to utilize them. These assets are reassessed at each reporting date. Adjustments are made to reduce deferred tax assets to the extent that the related tax benefits are no longer probable of being realized or reversed if it becomes probable that sufficient taxable income will be available.

(XIX) Earnings per share

The Consolidated Company discloses basic and diluted earnings per share attributable to ordinary equity holders of the parent. Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by adjusting the profit or loss attributable to ordinary equity holders of the parent and the weighted average number of ordinary shares outstanding for the effects of all potential dilutive ordinary shares. The potential dilutive ordinary shares of the Consolidated Company include share-based compensation plans and employee remuneration that has not yet been resolved by the board of directors but may be issued as shares.

(XX) Segment Information

An operating segment is a component of the Consolidated Company that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses related to transactions with other components of the Consolidated Company). The operating results of all operating segments are regularly reviewed by the Consolidated Company’s chief operating decision maker for the purpose of allocating resources to the segment and assessing its performance. Each operating segment has its own distinct financial information.

V. Primary Sources of Uncertainties in Material Accounting Judgments, Estimates, and Assumptions

When preparing the consolidated financial statements, management must make judgments and estimates regarding the future (including climate-related risks and opportunities) that affect the adoption of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Management continuously reviews estimates and underlying assumptions, ensuring they align with the Consolidated Company's risk management and climate-related commitments. Changes in estimates are recognized prospectively during the period of change and in any affected future periods.

The following are significant judgments with a material impact on the amounts recognized in the consolidated financial statements:

Assessment of significant influence over investee companies

The Consolidated Company holds less than 20% of the shares of Mercuries Leisure Co., Ltd. However, due to the significant influence exerted through the combined ownership ratio of the Consolidated Company and its affiliates, the equity method is used for recognition and valuation.

VI. Details of Significant Accounts

(I) Cash and cash equivalents

	2025.12.31	2024.12.31
Cash on hand	$ 9,776	9,609
Demand deposits and check deposits	373,424	126,543
Time deposits	-	8,000
Total	$ 383,200	144,152

The disclosure of interest rate risk and the sensitivity analysis of the Consolidated Company's financial assets and liabilities can be found in Note VI(XXI).

(II) Financial assets at fair value through profit or loss

	2025.12.31	2024.12.31
Listed stocks	$ 104,407	82,351

As of December 31, 2025 and 2024, the Consolidated Company did not provide any pledged collateral for financial assets measured at fair value through profit or loss.
The disclosure of types of financial assets and fair value measurement of the Consolidated Company can be found in Note VI(XXI).

(III) Accounts receivable

	2025.12.31	2024.12.31
Accounts receivable	$ 141,987	126,543
Less: loss allowance	-	-
	$ 141,987	126,543

The Consolidated Company applies a simplified approach to estimate expected credit losses for all accounts receivable, using lifetime expected credit losses. For this purpose, these accounts receivable are grouped by shared credit risk characteristics that represent the customers' ability to pay all amounts due under the contract terms. Forward-looking information has also been incorporated into the analysis. The expected credit loss analysis for the Consolidated Company's accounts receivable is as follows:

	2025.12.31
	Carrying amount of accounts receivable	Weighted average expected credit loss rate	Allowance for lifetime expected credit loss
Not past due	$ 141,535	0.00%	-
Past due less than 30 days	447	0.00% 0.75%	-
Past due 31-60 days	5	0.00% 1.22%	-
	$ 141,987		-
	2024.12.31
	Carrying amount of accounts receivable	Weighted average expected credit loss rate	Allowance for lifetime expected credit loss
Not past due	$ 126,480	0.00%	-
Past due less than 30 days	63	0.00% 0.88%	-
	$ 126,543		-

Changes in the allowance for losses on accounts receivable for the Consolidated Company are as follows:

	2025	2024
Beginning balance	$ =	29
Reversal gains	-	(29)
Ending balance	$ -	-

None of the Consolidated Company's accounts receivable have been pledged as collateral.

(IV) Inventories

	2025.12.31	2024.12.31
1. Raw materials	$ 128,588	110,797
Inventory in transit	34,459	57,872
Supplies	32,711	33,804
Finished goods	194,876	194,876
Less: allowance for inventory write-downs and obsolete losses	(17,172)	(10,094)
	$ 296,213	387,255

Total expenses and losses in the Consolidated Company's cost of sales are as follows:

	2025	2024
Inventory costs	$ 2,734,531	2,601,765
Cost of food and beverage services	1,484,275	1,395,826
Inventory write-down loss (reversal gain)	7,092	(6,573)
	$ 4,225,898	3,991,018

As of December 31, 2025 and 2024, none of the Consolidated Company's inventory has been pledged as collateral.

(V) Investments accounted for using the equity method

The equity method investments of the Consolidated Company as of the reporting date are listed as follows:

	2025.12.31	2024.12.31
Associates:
Mercuries Leisure Co., Ltd.	$ 73,424	73,518

Associate

For associates accounted for using the equity method that are individually immaterial, their aggregated financial information is presented as follows. This financial information is included in the amounts reported in the consolidated financial statements of the Consolidated Company:

	2025.12.31	2024.12.31
End-of-period summary: book value of equity in individually non-significant related enterprises	$ 73,424	73,518

	2025	2024
The share attributable to the Consolidated Company:
Net income	$ (94)	4,688
Other comprehensive income	-	-
Total comprehensive income	$ (94)	4,688

The share of profit or loss of affiliates recognized by the Consolidated Company using the equity method is as follows:

	2025	2024
Mercuries Leisure Co., Ltd.	$ (94)	4,688

As of December 31, 2025 and 2024, the company's equity-method investments in associated enterprises were not pledged, guaranteed, or subject to any restrictions.

(VI) Property, plant, and equipment

Details of changes in cost and accumulated depreciation for the Consolidated Company's property, plant, and equipment are as follows:

	Land	Housing and construction	Food preparation equipment	Transportation equipment	Leasehold improvement costs	Others	Construction in process	Total
Cost:
Balance as of January 1, 2025	$ 194,875	583,439	843,039	51,241	722,540	622,019	14,581	3,031,734
Addition	-	-	60,391	1,480	255,100	25,304	12,258	354,533
Disposals and write-offs	-	-	(8,057)	(1,349)	(116,670)	(8,521)	-	(134,597)
Reclassification	-	-	-	-	-	-	(832)	(832)
Transfer in & out	-	-	11,755	-	-	803	(12,558)	-
Effects of exchange rate changes	-	-	(83)	-	(415)	-	-	(498)
Balance as of December 31,
2025	$ 194,875	583,439	907,045	51,372	860,555	639,605	13,449	3,250,340
Balance as of January 1, 2024	$ 194,875	583,439	781,316	46,169	488,053	547,689	61,272	2,702,813
Addition	-	-	61,780	6,685	230,671	39,274	11,089	349,499
Disposals and write-offs	-	-	(6,747)	(2,345)	(110)	(7,201)	-	(16,403)
Reclassification	-	-	6,757	732	4,243	42,257	(57,780)	(3,791)
Effects of exchange rate changes	-	-	(67)	-	(317)	-	-	(384)
Balance as of December 31,
2024	$ 194,875	583,439	843,039	51,241	722,540	622,019	14,581	3,031,734
Accumulated depreciation:
Balance as of January 1, 2025	$ -	119,553	584,524	38,976	366,044	266,828	-	1,375,925
Depreciation for the current year	-	10,426	67,358	4,357	174,436	44,340	-	300,917
Disposals and write-offs	-	-	(7,841)	(1,349)	(113,338)	(8,343)	-	(130,871)
Effects of exchange rate changes	-	-	(83)	-	(396)	-	-	(479)
Balance as of December 31,	$ -	129,979	643,958	41,984	426,746	302,825	-	1,545,492

2025
Balance as of January 1, 2024	$	-	109,127	523,774	36,672	224,468	228,097	-
Depreciation for the current year	-	10,426	67,501	4,647	137,710	45,790	-	266,074
Disposals and write-offs	-	-	(6,684)	(2,343)	(108)	(7,059)	-	(16,194)
Reclassification	-	-	-	-	4,291	-	-	4,291
Effects of exchange rate changes	-	-	(67)	-	(317)	-	-	(384)
Balance as of December 31,
2024	$	-	119,553	584,524	38,976	366,044	266,828	-
Carrying amount: :
December 31, 2025	$	194,875	453,460	263,087	9,388	433,809	336,780	13,449
December 31, 2024	$	194,875	463,886	258,515	12,265	356,496	355,191	14,581

For the years ended December 31, 2025 and 2024, no property, plant and equipment of the Consolidated Company was pledged to others.

(VII) Right-of-use assets

Details of changes in cost and accumulated depreciation for the Consolidated Company’s leased properties and buildings are as follows:

	Housing and construction
Cost of right-of-use assets:
Balance as of January 1, 2025	$ 1,873,227
Addition	443,095
Derecognition	(305,259)
Lease modification	(4,783)
Effects of exchange rate changes	(358)
Balance as of December 31, 2025	$ 2,005,922
Balance as of January 1, 2024	$ 1,730,512
Addition	485,844
Derecognition	(307,117)
Lease modification	(35,736)
Effects of exchange rate changes	(276)
Balance as of December 31, 2024	$ 1,873,227
Depreciation of right-of-use assets:
Balance as of January 1, 2025	$ 859,413
Depreciation for the current year	456,019
Derecognition	(305,259)
Lease modification	(3,843)
Effects of exchange rate changes	(141)
Balance as of December 31, 2025	$ 1,006,189
Balance as of January 1, 2024	$ 786,735
Depreciation for the current year	405,428

Derecognition (307,117)

Lease modification (25,550)

Effects of exchange rate changes (83)

Balance as of December 31, 2024 $ 859,413

Carrying amount:

December 31, 2025 $ 999,733

December 31, 2024 $ 1,013,814

In the 2025 and 2024, the Consolidated Company entered into operating leases for office and retail business premises. For further details, please refer to Note VI(XII).
As of December 31, 2025 and 2024, none of the Consolidated Company’s right-of-use assets have been pledged as collateral.

(VIII) Intangible assets

Details of changes in intangible assets of the Consolidated Company are as follows:

	Computer software
Cost:
Balance as of January 1, 2025	$ 7,512
Additions during the current period	8,357
Reclassifications during the current period	832
Derecognitions during the current period	(1,990)
Balance as of December 31, 2025	$ 14,711
Balance as of January 1, 2024	$ 10,390
Additions during the current period	1,917
Reclassification and derecognitions during the current period	(4,769)
Effects of exchange rate changes	(26)
Balance as of December 31, 2024	$ 7,512
Amortization:
Balance as of January 1, 2025	$ 3,826
Amortization for the current period	3,742
Derecognitions during the current period	(1,957)
Balance as of December 31, 2025	$ 5,611
Balance as of January 1, 2024	$ 6,467
Amortization for the current period	1,992
Reclassification and derecognitions during the current period	(4,607)
Effects of exchange rate changes	(26)

Balance as of December 31, 2024
$ 3,826
Carrying amount:
Balance as of December 31, 2024
$ 9,100
Balance as of December 31, 2025
$ 3,686

(IX) Short-term loans

Unsecured bank loans
$ 2025.12.31 $ 2024.12.31
$ 490,000 10,000

Interest rate
$ 1.80~1.93\% 2.02\%$

The Consolidated Company has not pledged any assets as collateral for bank loans.
As of December 31, 2025 and 2024, the total credit limits for short-term and long-term loans, bank guarantees, and letters of credit were NT$1,545,715 thousand and NT$1,116,393 thousand, respectively. The unused credit limits were NT$966,150 thousand and NT$986,709 thousand, respectively.

(X) Short-term notes and bills payable

Commercial paper payable
$ - 70,000
Less: discounts on short-term notes payable
- (21)
Total
$ - 69,979
Unused credit limits
$ 300,000 230,000
Interest rate
- 2.018%

The Consolidated Company has not pledged any assets as collateral for the issuance of short-term notes.

(XI) Other payables

Accrued salaries
$ 187,443 178,028
Accrued employee compensation
1,620 3,163
Accrued compensation for directors and supervisors
1,500 2,000
Accrued insurance premiums
31,051 29,236
Accrued payments for construction and equipment
49,526 77,710
Accrued business taxes
30,900 21,716
Other accrued expenses
109,918 106,408
Total
$ 411,958 418,261

(XII) Lease liabilities

The carrying amounts of the Consolidated Company’s lease liabilities are as follows:

	2025.12.31	2024.12.31
Current	$ 364,623	358,728
Non-current	$ 661,274	676,651

For the analysis of maturity, please refer to Note VI(XXI) regarding financial instruments.

Amounts recognized in profit or loss for leases are as follows:

	2025	2024
Interest expenses on lease liabilities	$ 18,892	15,987
Short-term lease expenses	$ 939	26,199
Expenses for low-value leased assets (excluding short-term leases of low-value assets)	$ 4,211	3,615

Amounts recognized in the statement of cash flows for leases are as follows:

	2025	2024
Total cash flows on lease	$ 495,153	465,946

The Consolidated Company rents properties and buildings for office spaces and retail stores. The lease term for office spaces is typically between one and four years, while the term for retail stores ranges from one to ten years. Some leases include an option to extend the lease for a period equivalent to the original contract term upon expiration.

(XIII) Employee benefits

Defined benefit plans

The reconciliation of the present value of defined benefit obligations and the fair value of plan assets is as follows:

	2025.12.31	2024.12.31
Present value of defined benefit obligations	$ 3,173	6,530
Fair value of plan assets	(1,763)	(1,032)
Net defined benefit liabilities	$ 1,410	5,498

The Consolidated Company’s defined benefit plan contributions are deposited into the Labor Retirement Reserve Account at the Bank of Taiwan. Retirement payments for each employee under the Labor Standards Act are calculated based on the base amount earned through years of service and the average salary for the six months prior to retirement.

(1) Composition of plan assets

The retirement funds contributed by the Consolidated Company under the Labor Standards Act are centrally managed by the Bureau of Labor Funds (hereinafter referred to as the "Bureau") of the Ministry of Labor. According to the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund," the fund's utilization must ensure an annual minimum return, which cannot be lower than the interest calculated at the two-year fixed deposit rate of local banks.

As of the reporting date, the balance of the Consolidated Company's Labor Retirement Reserve Account at the Bank of Taiwan amounted to NT$978 thousand. For information regarding the utilization of the Labor Retirement Fund, including the fund's rate of return and asset allocation, please refer to the information published on the website of the Bureau of Labor Funds.

(2) Changes in the present value of defined benefit obligations

The changes in the present value of defined benefit obligations for the Consolidated Company during 2025 and 2024 are as follows:

	2025	2024
Defined benefit obligations as of January 1	$ 6,530	7,687
Current service costs and interest	244	253
Remeasurements of net defined benefit liabilities
—Actuarial gains (losses) arising from changes in financial assumptions	72	(280)
—Actuarial gains (losses) arising from experience adjustments	1,996	1,778
Benefits paid by the plan	(5,669)	(2,908)
Defined benefit obligations as of December 31	$ 3,173	6,530

(3) Changes in the fair value of plan assets

The changes in the fair value of plan assets for the Consolidated Company during 2025 and 2024 are as follows:

	2025	2024
Fair value of plan assets as of January 1	$ 1,032	528
Interest income	18	7
Remeasurements of net defined benefit assets
—Plan asset returns (excluding current period interest)	150	116
Amounts contributed to the plan	6,232	3,289

Benefits paid by the plan (5,669) (2,908)
Fair value of plan assets as of December 31 $ 1,763 1,032

(4) Expenses recognized in profit or loss

The details of expenses reported as operating expenses by the Consolidated Company for 2025 and 2024 are as follows:

	2025	2024
Service costs for the current period	$ 144	161
Net interest on net defined benefit liabilities	82	85
Operating expenses	$ 226	246

(5) Actuarial assumptions

The main actuarial assumptions used by the Consolidated Company as of the end date of financial reporting are as follows:

	2025.12.31	2024.12.31
Discount rate	1.45%	1.60%
Future salary increases	0.70%	0.70%

The Consolidated Company expects to contribute NT$1,156 thousand to the defined benefit plan within one year after the reporting date for 2025.

The weighted average duration of the defined benefit plan for the Consolidated Company for 2025 and 2024 is 15.46 years and 11.95 years, respectively.

(6) Sensitivity analysis

When calculating the present value of defined benefit obligations, the Consolidated Company must make judgments and estimates to determine the actuarial assumptions as of the balance sheet date. These include the discount rate, employee turnover rate, and future salary changes. Any changes in the actuarial assumptions could significantly affect the amount of the Consolidated Company's defined benefit obligations.

The impact of changes in the main actuarial assumptions on the present value of defined benefit obligations, as adopted on December 31, 2025, is as follows:

	Impact on defined benefit obligations
	Increase by 0.25%	Decrease by 0.25%
December 31, 2025
Discount rate	$ (119)	125

Future salary increases 124 (118)

December 31, 2024

Discount rate (189) 198

Future salary increases 196 (189)

Defined contribution plans

The Consolidated Company's defined contribution plan is established in accordance with the Labor Pension Act. Contributions are made to individual labor pension accounts managed by the Bureau of Labor Insurance at a rate of 6% of the employees' monthly wages. Under this plan, the Consolidated Company has no legal or implied obligation to pay additional amounts after making fixed contributions to the Bureau of Labor Insurance.

The Consolidated Company's pension expenses under the defined contribution plan amounted to NT$90,177 thousand for 2025 and NT$84,375 thousand for 2024, which have been contributed to the Bureau of Labor Insurance.

(XIV) Income tax

Details of the Consolidated Company's income tax expense (benefit) are as follows:

	2025	2024
Current income tax expense	$ 33,013	59,591
Deferred income tax expense	(2,508)	1,465
Income tax expense	$ 30,505	61,056

The Consolidated Company did not recognize any income tax expense under other comprehensive income for 2025 and 2024.

The reconciliation of income tax expense to profit before tax for 2025 and 2024 is as follows:

	2025	2024
Net income before tax	$ 157,428	311,045
Income tax calculated based on the domestic tax rate of the Company's location	$ 31,486	62,209
Changes in unrecognized temporary differences	5,137	5,258
Underestimation in previous periods	48	-
Gains or losses on financial asset valuation	(4,411)	(3,892)
Others	(1,755)	(2,519)
Income tax expense	$ 30,505	61,056

Deferred income tax assets and liabilities

(1) Unrecognized deferred tax assets

The items not recognized as deferred tax assets by the Consolidated Company are as follows:

	2025.12.31	2024.12.31
Tax losses	$ 12,312	10,281
Unrecognized temporary differences	34,777	31,671
	$ 47,089	41,952

Tax losses are determined in accordance with the provisions of the Income Tax Act. Losses from the previous ten years, as approved by the tax authorities, can be deducted from the net profit of the current year before calculating income tax. These items were not recognized as deferred tax assets because it is unlikely that the Consolidated Company will have sufficient taxable income in the future to utilize these temporary differences.

As of December 31, 2025, the taxable losses not recognized as deferred tax assets by the Consolidated Company have the following expiration periods for deduction:

Year of loss	Losses yet to be deducted	Final year eligible for deduction
2019 (approved amount)	$ 1,918	2029
2020 (approved amount)	6,150	2030
2021 (approved amount)	8,357	2031
2022 (approved amount)	9,555	2032
2023 (approved amount)	13,926	2033
2024 (reported amount))	11,497	2034
2025 (estimated amount)	10,157	2035
	$ 61,560

(2) Recognized deferred tax assets

The changes in deferred tax assets for 2025 and 2024 are as follows:

	Loss on inventory write-down	Others	Total
January 1, 2025	$ 1,723	920	2,643
Debit (Credit) to income statement	1,648	860	2,508
December 31, 2025	$ 3,371	1,780	5,151

January 1, 2024	$ 3,300	808	4,108
Debit (Credit) to income statement	(1,577)	112	(1,465)
December 31, 2024	$ 1,723	920	2,643

The Company's corporate income tax filings have been approved by the tax authorities up to 2023. Mercuries F&B Consulting Co., Ltd.'s income tax filings have been approved by the tax authorities up to 2023. Mercuries Food Service Japan, Ltd.'s income tax filings have been approved by the tax authorities up to 2024.

(XV) Capital and other equity

Capital stock - common shares

As of December 31, 2025 and 2024, the Company's authorized share capital amounted to NT$1,000,000 thousand, with a par value of NT$10 per share. The issued share capital consisted of 66,067 thousand and 60,419 thousand common shares, respectively, for which all proceeds from the issued shares had been received.

The reconciliation of outstanding shares for 2025 and 2024 is as follows:

	2025	2024
Beginning balance	66,067	60,419
Issuance of common stock for cash	-	5,648
Ending balance	66,067	66,067

On September 5, 2025, the Company's Board of Directors resolved to conduct a pre-IPO public offering through a capital increase by issuing 5,648 thousand common shares in cash, with a par value of NT$10 per share, resulting in a total issuance amount of NT$56,480 thousand. Among these, the shares for public subscription were issued at a premium price of NT$70.88 per share, and the competitive auction shares were issued at a weighted average premium price of NT$85.42 per share. In accordance with Article 267 of the Company Act, 10% of the total number of new shares, amounting to 565 thousand shares, were reserved for subscription by the Company's employees. For shares not subscribed or waived by employees, the Chairman was authorized to allocate these shares to designated parties. This capital increase was validated by the Taiwan Stock Exchange Corporation on September 19, 2024 and was officially effective with November 22, 2024 designated as the base date of the capital increase. The total collected proceeds amounted to NT$459,464 thousand, with issuance costs of NT$3,288 thousand deducted, resulting in net cash proceeds of NT$456,176 thousand. The funds were fully received, and the registration of

changes was completed. Among these proceeds, the premium amount of NT$399,696 thousand was recorded under capital surplus.

Capital surplus

As of December 31, 2025 and 2024, the details of the Company’s capital surplus balances are as follows:

	2025.12.31	2024.12.31
Stock issuance premium	$ 540,595	140,899
Gain on disposal of assets	61	61
Changes in equity method recognized net equity of affiliates	12	12
	$ 540,668	140,972

In accordance with the Company Act, capital surplus must first be used to offset losses before it can be distributed as new shares or cash in proportion to shareholders' existing holdings of realized capital surplus. Realized capital surplus includes the excess amount from issuing shares above par value and income from donations. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the total amount of capital surplus that may be allocated to capital each year shall not exceed 10% of the paid-in capital.

Retained earnings

According to the Company’s Articles of Incorporation, if there is net profit after the annual financial statements are prepared, the profit shall first be used to pay taxes and offset accumulated losses. Then, 10% of the remaining profit shall be allocated as statutory earnings reserves, unless the statutory earnings reserves have already reached the amount of the Company’s paid-in capital, in which case no further allocation is required. The remainder, together with any accumulated undistributed earnings, shall be included in a dividend distribution proposal prepared by the Board of Directors and submitted to the shareholders' meeting for approval to distribute dividends to shareholders.

(1) Legal reserve

In accordance with the Company Act, the company shall allocate 10% of its after-tax net profit to statutory earnings reserves until the reserves are equal to the total capital. When the company has no losses, it may, with the resolution of the shareholders' meeting, distribute the statutory earnings reserves as new shares or cash. However, such distributions are limited to the portion of the reserves exceeding 25% of the paid-in capital.

(2) According to the Financial Supervisory Commission's Order No. 1090150022 issued on March 31, 2021, when distributing distributable profits, the Company shall not distribute the net amount of other equity impairment incurred in the current year as additional provisions to the special surplus reserve from the current year's profit or loss. If there is a subsequent reversal of the amount of other equity impairment, the Company may distribute profits on the reversed portion.

(3) Earnings distribution

On June 19, 2025 and May 24, 2024, the Company's shareholders' meetings resolved the earnings distribution plans for 2024 and 2023. The details of the dividends distributed to shareholders are as follows:

	2024		2023
	Dividend per share (NT$)	Amount	Dividend per share (NT$)	Amount
Dividends distributed to common shareholders:
Cash	$ 3.80	251,056	3.20	193,342

(4) The actual distribution of earnings for 2024 and 2023 was consistent with the amounts recognized in the financial statements, requiring no adjustments.

(5) On February 23, 2026, the Consolidated Company's Board of Directors proposed the earnings distribution plan for 2025, which includes a cash dividend of NT$1.60 per share, totaling NT$105,708 thousand. This proposal is pending approval at the annual shareholders' meeting to be held in 2026.

(XVI) Share-based payment

In 2024, the Consolidated Company resolved through its Board of Directors to conduct a cash capital increase, reserving 565 thousand shares for employee subscription. The relevant details are as follows:

	2024
Grant date	September 5, 2024
Number of shares granted	565 thousand shares
Vesting conditions	Immediately vested

In 2024, the Company utilized the Black-Scholes option pricing model to estimate the fair value of the basic compensation granted in the form of stock options. The fair

value per unit of stock option was NT$9.40, NT$7.20, and NT$4.90. During 2024, a total of NT$4,149 thousand was recognized as labor costs, categorized under operating expenses. For further details regarding the recognition of capital surplus, please refer to Note VI(XV).

(XVII) Earnings per share

The calculation of the Consolidated Company’s basic earnings per share and diluted earnings per share is as follows:

	2025	2024
Basic earnings per share
Profit or loss attributable to the Company’s common equity holders	$ 127,063	250,165
Weighted average number of outstanding common shares	66,067	61,038
Basic earnings per share	$ 1.92	4.10
Diluted earnings per share
Profit or loss attributable to the Company’s common equity holders	$ 127,063	250,165
Weighted average number of outstanding common shares	66,067	61,038
Effect of potentially dilutive common shares-employee compensation	47	51
Weighted average number of outstanding common shares (adjusted for potentially dilutive shares)	66,114	61,089
Diluted earnings per share	$ 1.92	4.10

(XVIII) Revenue from customer contracts

Revenue breakdown

	2025	2024
Food and beverage sales	$ 6,533,336	6,324,053
Other operating revenue	104	125
	$ 6,533,440	6,324,178

Contract balance

(1) The recognition of contract liabilities associated with customer contract revenue is as follows:

	2025.12.31	2024.12.31
Contract liabilities- customer loyalty program	$ 18,866	23,987

(2) The amounts of contract liabilities recognized as revenue in 2025 and 2024 were NT$(845) thousand and NT$(871) thousand, respectively.

(XIX) Non-operating income and expenses

Other income

	2025	2024
Rental income	$ 2,015	2,018
Other income- miscellaneous	30,486	29,745
1	$ 32,501	31,763

Other gains and losses

	2025	2024
Loss on disposal of property, plant, and equipment	$ (3,726)	(206)
Loss on disposal of intangible assets	(33)	(162)
Lease modification (loss) gain	(800)	(2)
Foreign exchange loss	(20)	(19)
Net gain on financial assets at fair value through profit or loss	22,056	19,504
Other expenses	(878)	(791)
	$ 16,599	18,324

Finance costs

	2025	2024
Interest on bank loans	$ (7,031)	(8,049)
Interest expense on lease liabilities	(18,892)	(15,987)
	$ (25,923)	(24,036)

(XX) Employee and director/supervisor compensation

The Company's Articles of Association were amended by resolution of the shareholders' meeting on June 19, 2025. According to the Company's Articles of Incorporation, if there is annual profit, no less than 1% of the profit shall be allocated as employee compensation, (more than 50% of the employee compensation amount in this item should be used for salary adjustments or compensation distribution for junior employees), as resolved by the Board of Directors, to be distributed in stock or cash. The recipients include employees meeting specific criteria. The Board of Directors may also allocate no more than 1% of the profit as compensation for directors and supervisors. The employee and director/supervisor compensation plans shall be reported to the shareholders' meeting. If the Company has accumulated losses, the required amounts for loss offset must first be retained before allocating employee and director/supervisor compensation based on the aforementioned percentages.

Before amended, the Company's Articles of Incorporation, if there is annual profit, no less than 1% of the profit shall be allocated as employee compensation, as resolved

by the Board of Directors, to be distributed in stock or cash. The recipients include employees meeting specific criteria. The Board of Directors may also allocate no more than 1% of the profit as compensation for directors and supervisors. The employee and director/supervisor compensation plans shall be reported to the shareholders' meeting. If the Company has accumulated losses, the required amounts for loss offset must first be retained before allocating employee and director/supervisor compensation based on the aforementioned percentages.

For 2025 and 2024, the employee compensation amounts were estimated based on pre-tax net profit before deducting employee and director compensation, multiplied by the distribution percentages outlined in the Articles of Incorporation. They were reported as operating expenses for the respective periods. The employee and director/supervisor compensation amounts resolved by the Board of Directors were consistent with the estimates in the Company's financial reports for 2025 and 2024. Relevant information is available on the Market Observation Post System.

Estimated employee and director/supervisor compensation amounts as follows:

	2025	2024
Employee compensation	$ 1,620	3,163
Director/supervisor compensation	1,500	2,000
	$ 3,120	5,163

(XXI) Financial instruments

Credit risk

(1) Exposure to credit risk

The carrying amounts of financial assets represent the maximum credit risk exposure.

(2) Credit risk concentration

The Consolidated Company has a diverse customer base with no affiliations, resulting in limited credit risk concentration.

(3) Credit risk of receivables

Information on the credit risk exposure of account receivables is provided in Note VI(III). All other receivables are financial assets with low credit risk; therefore, the allowance for expected credit losses for the period is measured based on 12-month expected credit losses. (For an explanation of how the Consolidated Company determines low credit risk, please refer to Note IV(VII).)

Liquidity risk

The table below presents the contractual maturity dates of financial liabilities, including the estimated impact of interest.

	Carrying amount	Contractu al cash flows	Within one year	One to five years	Over five years
December 31, 2025
Non-derivative financial liabilities
Short-term loans	$ 490,000	490,946	490,946	-	-
Short-term notes and bills payable	338,788	338,788	338,788	-	-
Other payables	411,958	411,958	411,958	-	-
Lease liabilities	1,025,897	1,053,867	373,995	591,361	88,511
	$ 2,266,643	2,295,559	1,615,687	591,361	88,511
December 31, 2024
Non-derivative financial liabilities
Short-term loans	$ 10,000	10,008	10,008	-	-
Short-term notes and bills payable	69,979	70,000	70,000	-	-
Notes and accounts payable	317,535	317,535	317,535	-	-
Other payables	418,261	418,261	418,261	-	-
Lease liabilities	1,035,379	1,104,790	378,480	656,945	69,365
	$ 1,851,154	1,920,594	1,194,284	656,945	69,365

The Consolidated Company does not expect the timing of the cash flows analyzed based on maturity dates to occur significantly earlier, nor does it anticipate the actual amounts to differ significantly.

Foreign exchange risk

(1) Exposure to foreign exchange risk

The Consolidated Company's financial assets and liabilities exposed to significant foreign currency exchange rate risk are as follows:

	2025.12.31			2024.12.31
	Foreign currencies	Exchange rate	NTD	Foreign currencies	Exchange rate	NTD
Financial assets
Monetary items
USD	$ 55	31.412	1,733	52	32.705	1,699
EUR	84	36.900	3,107	138	34.290	4,748
JPY	62,663	0.201	12,583	123,748	0.212	26,187
Financial liabilities
Monetary items
USD	724	31.430	22,771	544	32.785	17,827
EUR	79	36.900	2,917	105	34.140	3,574

(2) Sensitivity analysis

The foreign exchange rate risk associated with the Consolidated Company's monetary items primarily arises from cash and cash equivalents denominated in foreign currencies, resulting in foreign exchange gains or losses upon conversion. As of December 31, 2025 and 2024, if the New Taiwan Dollar depreciates or appreciates by $1\%$ relative to the US Dollar, Euro, and Japanese Yen, while all other factors remain unchanged, the Consolidated Company's net profit after tax for 2025 and 2024 would increase or decrease by NT$66 thousand and NT$90 thousand, respectively.

Interest rate risk

The interest rate risk of the Consolidated Company's financial assets and financial liabilities is explained in Note VI(XXII) under Financial Risk Management. The following sensitivity analysis is based on the interest rate exposure of non-derivative instruments as of the reporting date. For floating-rate liabilities, the analysis assumes that the outstanding liability amount as of the reporting date remains constant throughout the entire year. The rate of change utilized by the Company when reporting interest rates to senior management is an increase or decrease of $0.5\%$ . Assuming all other variables remain unchanged, the Company's after-tax net income for 2025 and 2024 will decrease or increase by NT$1,960 thousand and NT$320 thousand, respectively, primarily due to the Company's borrowing at floating interest rates.

Other price risk

The impact of changes in the price of equity securities at the reporting date—an analysis conducted for both periods based on the same foundation, assuming

that other variable factors remain unchanged—on the items in the comprehensive income statement is as follows:

	2025		2024
Reporting date securities prices	Post-tax amounts in other comprehensive income	Post-tax profit or loss	Post-tax amounts in other comprehensive income	Post-tax profit or loss
Increase by 5%	$ -	5,220	-	4,118
Decrease by 5%	$ -	(5,220)	-	(4,118)

6. Fair value information

(1) Fair value and carrying value

The management of the Consolidated Company believes that the carrying amounts of financial assets measured at amortized cost and financial liabilities measured at amortized cost in the current consolidated financial report approximate their fair value. Financial assets measured at fair value through profit or loss are evaluated on a recurring basis at fair value. The details are as follows:

	2025.12.31
	Carrying amount	Fair value
		Level 1	Level 2	Level 3	Total
Financial assets at fair value through profit or loss	$ 104,407	104,407	-	-	104,407
	2024.12.31
	Carrying amount	Fair value
		Level 1	Level 2	Level 3	Total
Financial assets at fair value through profit or loss	$ 82,351	82,351	-	-	82,351

(2) Fair value measurement techniques for financial instruments

If a financial instrument has quoted prices in an active market, those quoted prices are used as the fair value. The market prices announced by major exchanges and the Over-The-Counter Center for government bonds deemed as active securities serve as the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets.

(XXII) Financial risk management

1. Overview

The Consolidated Company is exposed to the following risks due to the use of financial instruments:

(1) Credit risk
(2) Liquidity risk
(3) Market risk

This note provides information on the Consolidated Company’s exposure to the aforementioned risks, as well as the objectives, policies, and procedures for measuring and managing these risks. For further quantitative disclosures, please refer to the relevant notes in the financial report.

Risk management framework

The Board of Directors oversees how management monitors adherence to the Consolidated Company's financial risk management policies and procedures. It also reviews the appropriateness of the financial risk management framework in addressing the relevant risks faced by the Consolidated Company. Internal audit personnel assist the Board of Directors in fulfilling its supervisory role.

Credit risk

Credit risk refers to the risk of financial loss incurred by the Consolidated Company due to counterparties in business transactions or financial instruments failing to fulfill their contractual obligations. This risk primarily arises from the Consolidated Company’s bank deposits and accounts receivable. The Consolidated Company’s bank deposits are held with reputable financial institutions that have no significant concerns regarding contract performance, and therefore pose no material credit risk. The accounts receivable are associated with well-known domestic retailers, department store counters, reputable domestic and international delivery platforms, or financial institutions, making the possibility of credit risk relatively low.

Liquidity risk

Liquidity risk refers to the risk that the Consolidated Company may be unable to deliver cash or other financial assets to settle financial liabilities, resulting in a failure to meet related obligations. The Consolidated Company’s capital and operating funds are sufficient to fulfill all contractual obligations, and there are adequate credit lines from financial institutions to support daily operational cash flow. Therefore, there is no liquidity risk arising from an inability to raise funds to meet contractual obligations.

Market risk

Market risk refers to the risk that changes in market prices—such as exchange rates, interest rates, or equity instrument prices—could affect the Consolidated Company's earnings or the value of its financial instruments. The objective of market risk management is to control the level of exposure to market risks within an acceptable range while optimizing investment returns.

The Company is exposed to equity price risk due to investments in listed equity securities.

(XXIII) Capital management

Based on the characteristics of the current industry and the future development of the company, and taking into account factors such as changes in the external environment, the merging company plans the working capital, research and development expenses and dividend payouts required in the future period to ensure that the merging company can continue to operate, reward shareholders and take into account the interests of other stakeholders, and maintain the best capital structure to enhance shareholder value in the long term.

The Board's policy is to maintain a sound capital base to sustain investor, creditor, and market confidence and support future operations. Total capital is the sum of all components of equity (i.e., share capital, capital reserves, retained earnings, and other equity) plus net debt. The Board controls the debt-to-equity ratio and the level of common stock dividends.

Furthermore, the merged company may, upon obtaining board approval, repurchase the treasury shares from the market at any time, with the timing of the repurchase depending on market prices. Decisions regarding the purchase and sale of treasury shares are determined by the board of directors based on specific transaction criteria.

	2025.12.31	2024.12.31
Total liabilities	$ 2,300,327	1,949,274
Less: Cash and cash equivalents	(383,200)	(144,152)
Net liabilities	$ 1,917,127	1,805,122
Total equity	$ 1,546,667	1,673,658
Debt to Capital ratio	123.95%	107.85%

The capital management strategy of the merged company in 2025 remained the same as that in 2024, with no major changes.

(XXIV) Non-cash transactions in investment and financing activities

Investment activities paid partially in cash

	2025.12.31	2024.12.31
Acquisition of fixed assets	$ 354,533	349,499

Add: beginning balance of payables for construction projects 77,710 101,468

Less: ending balance of payables for construction projects (49,526) (77,710)

Cash paid during the current period $ 382,717 373,257

For assets acquired through leasing, please refer to Note VI (XII) for details.
Reconciliation of liabilities from financing activities as shown below:

	2025.1.1	Cash flows from:	Non-cash changes in lease adjustments	2025.12.31
Short-term loans	$ 10,000	480,000	-	490,000
Short-term notes and bills payable	69,979	(69,979)	-	-
Lease liabilities	1,035,379	(471,111)	461,629	1,025,897
Total liabilities from financing activities	$ 1,115,358	(61,090)	461,629	1,515,897
	2024.1.1	Cash flows from:	Non-cash changes in lease adjustments	2024.12.31
Short-term loans	$ 300,000	(290,000)	-	10,000
Short-term notes and bills payable	59,990	9,989	-	69,979
Lease liabilities	964,070	(420,145)	491,454	1,035,379
Long-term loans	150,000	(150,000)	-	-
Total liabilities from financing activities	$ 1,474,060	(850,156)	491,454	1,115,358

VII. Related Party Transactions

(I) Parent and ultimate controlling party

The Consolidated Company's ultimate parent company is Mercuries & Associates Holding Ltd., which holds 57.87% of the outstanding common shares of the Company. Mercuries & Associates Holding Ltd. has prepared consolidated financial reports for public distribution.

(II) Names of related parties and relationship

Related party	Relationship with the Consolidated Company
Mercuries & Associates Holding Ltd.	The parent company of the Consolidated Company

Related party	Relationship with the Consolidated Company
Mercuries & Associates, Ltd.	Other related parties of the Consolidated Company
Mercuries & Associates., Ltd.	Other related party
Mercuries Life Insurance Co., Ltd.	Other related party
Mercuries Liquor & Food Co., Ltd.	Other related parties of the Consolidated Company
Mercuries Fu Bao Ltd.	Other related parties of the Consolidated Company (merged into Mercuries Liquor & Food Co., Ltd. as of January 1, 2025)
Mercuries Data Systems Ltd.	Other related parties of the Consolidated Company
Simple Mart Retail Co., Ltd.	Other related parties of the Consolidated Company
Pet Wonderland Co., Ltd.	Other related parties of the Consolidated Company
Mercuries General Media, Inc.	Other related parties of the Consolidated Company
Mercuries Furniture Co., Ltd.	Other related parties of the Consolidated Company
Criminal Investigation and Prevention Association R.O.C.	Other related parties of the Consolidated Company
Chinese Slow Pitch Softball Association	Other related parties of the Consolidated Company
R.O.C. Taiwan Teeball Association	Other related parties of the Consolidated Company
Foundation of Chinese Dietary Culture	Other related parties of the Consolidated Company
Foundation for Taiwan Masters Golf Tournament	Other related parties of the Consolidated Company
Mercuries & Associates, Ltd. Employee Welfare Committee	Other related parties of the Consolidated Company
Mercuries F&B Co., Ltd. Employee Welfare Committee	Other related parties of the Consolidated Company
Mercuries Leisure Co., Ltd.	Affiliates of the Consolidated Company
Mercuries Furniture Co., Ltd. Employee Welfare Committee	Other related parties of the Consolidated Company
Sun Pao Tsun Construction Co., Ltd.	Other related parties of the Consolidated Company
SCI Pharmtech Inc.	Other related parties of the Consolidated Company

Related party	Relationship with the Consolidated Company
Nissho Co., Ltd. Restaurant Prosperity Association	Other related parties of the Consolidated Company
Horizon Securities Co., Ltd.	Other related parties of the Consolidated Company(Since February 2025, having not been a related party of the Consolidated Company)

All directors and their relatives within two degrees of kinship, as well as the Company's key management personnel, including the General Manager and Deputy General Manager

(III) Significant related party transactions

1. Operating revenue

Significant sales to related parties are as follows:

Other related party	2025	2024
	$ 5,211	323

The sales conditions of the Consolidated Company with the aforementioned related parties are not significantly different from the general sales prices. The payment terms range from one to three months, while general sales are collected within the same month. Accounts receivable among related parties are not secured by collateral, and after evaluation, there is no need to recognize overdue credit losses.

2. Purchase of goods

The amount of purchases made by the Consolidated Company from related parties is as follows:

Other related party	2025	2024
	$ 11,906	7,019

The purchase prices from the aforementioned company are comparable to those of general suppliers. The payment terms range from one to two months, which are also similar to those offered by general suppliers.

3. Receivables from related parties

The receivables from related parties are as follows:

Accounting subject	Type of related party	2025.12.31	2024.12.31
Accounts receivable	Other related party	$ 426	4
Other receivables	Other related party	105	2
		$ 531	6

Payables to related parties

The payables from related parties are as follows:

Accounting subject	Type of related party	2025.12.31	2024.12.31
Accounts payable	Other related party	$ 604	1,613
Other payables	Other related party	182	766
		$ 786	2,379

Property transactions

Acquisition of property, plant, and equipment

A summary of the proceeds from the acquisition of real estate, plant and equipment by the merged company from related parties as follows:

	2025	2024
Other related parties	$ 4,690	-

The payments arising from above transactions have been fully settled.

Leases

In 2020, the Consolidated Company leased an office building from Mercuries & Associates, Ltd., renewed in April 1923, and signed a three-year lease agreement, referencing the rental market rates of nearby areas. The total value of the contract was NT$65,047 thousand. As of December 31, 2025 and 2024, the remaining lease liabilities were NT$5,272 thousand and NT$26,802 thousand, respectively. For these transactions, interest expenses of NT$293 thousand and NT$699 thousand were recognized in 2025 and 2024, respectively.

In 2022, the Consolidated Company renewed its lease with Mercuries Life Insurance Co., Ltd. for a logistics and research and development center. The lease agreement, based on the rental rates for factories in the surrounding area, has a term of five years and a total contract value of NT$69,806 thousand. As of December 31, 2025 and 2024, the lease liabilities balance amounted to NT$26,633 thousand and NT$40,168 thousand, respectively. For these transactions, interest expenses of NT$591 thousand and NT$829 thousand were recognized as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the Consolidated Company paid security deposits of NT$5,545 thousand and NT$5,692 thousand, respectively, for the office premises and store locations leased from other related parties. Additionally, security deposits of NT$2,400 thousand were paid for the logistics and research and development center leased from Mercuries Life Insurance Co., Ltd.

Other incomes and expenses

Accounting subject	Type of related party	2025	2024
Other income	Other related party	$ -	1,171
Donation	Other related party - Foundation of Chinese Dietary Culture	1,525	-
Donation	Other related party - Criminal Investigation and Prevention Association R.O.C.	600	600
Rental expense	Other related party	683	683
Other expenses	Other related party	1,187	2,420
		$ 3,995	4,874

The Consolidated Company has prepaid rent amounting to NT$569 thousand for operating leases with related parties, which is recorded under prepaid expenses.

The Consolidated Company provided gift certificates and promotional vouchers to affiliates and other related parties, amounting to NT$9,046 thousand and NT$9,150 thousand as of December 31, 2025 and 2024, respectively. These amounts are recorded under other current liabilities.

(IV) Key management personnel compensation

Key management personnel compensation

	2025	2024
Short-term employee benefits	$ 20,673	23,070
Benefits after retirement	352	416
	$ 21,025	23,486

The Consolidated Company provides two vehicles for the senior management team's use at a cost of NT$9,304 thousand.

VIII. Pledged Assets: None.

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments

(I) Significant unrecognized contract commitments

Unutilized letters of credit issued	2025.12.31	2024.12.31
	$ 79,565	107,044

(II) As of December 31, 2025 and 2024, the performance guarantees provided by banks for gift cards amounted to NT$10,000 thousand and NT$12,640 thousand, respectively.

X. Significant Disaster Loss: None.

XI. Significant Events after the Balance Sheet Date: None.

XII. Others

Employee benefits, depreciation and amortization expenses by function are as follows:

By function By type	2025			2024
	Operation costs	Operation expenses	Total	Operation costs	Operation expenses	Total
Employee benefits
Salary	980,104	689,502	1,669,606	911,147	662,999	1,574,146
Labor and health insurance	130,018	81,529	211,547	116,775	75,342	192,117
Pension	57,669	32,734	90,403	56,887	27,734	84,621
Remuneration paid to directors	-	1,500	1,500	-	5,024	5,024
Other employee benefits	63,844	39,821	103,665	56,544	36,531	93,075
Depreciation expenses	326,347	430,589	756,936	289,483	382,019	671,502
Amortization expenses	72	3,670	3,742	78	1,914	1,992

XIII. Supplementary Disclosures

(I) Information on Significant Transactions

Significant transaction matters to be further disclosed by the Consolidated Company in accordance with the preparation standards for 2025:

Loans provided for others:

Unit: Thousands of New Taiwan Dollars.

No.	Name of lender	Name of borrower	Account name	Related party	Highest balance during the period	Ending balance	Actual Usage amount	Range of Interest rate	Purpose for the fund financing for the borrower	Transaction amount for business between two parties	Reasons for short-term financing	Allowance for bad debt	Collateral		Individual funding loan limits	Maximum limit of fund financing
													Item	Value
0	The Company	Mercuries F&B Consulting Co., Ltd	Other receivables-related party	YES	7,000	7,000	-	-	2	-	Working capital	-	-	-	154,662	309,324

Note 1: (1) "0" represents the Company.
(2) Subsidiaries are numbered starting from "1".
Note 2 : Purpose of fund financing for the borrower :
(1) For those companies with business transaction with the Company, please fill in 1.
(2) For those companies with short-term financing needs, please fill in 2.
Note 3 : the loan quota has been approved by the board of directors.
Note 4 : (1) Mercuries F&B Consulting Co., Ltd shall not lend more than $10\%$ of the net value of the company's most recent financial statements, and the total amount of loans shall not exceed $20\%$ of the net value of the company's most recent financial statements.

Endorsements/Guarantees provided for others: None.
Securities held at end of period (excluding interests in subsidiaries, associates, and joint ventures):

Unit: Thousands of New Taiwan Dollars

Securities holding company	Type and name of securities	Relationship with issuer of securities	Ledger account	Ending balance				Highest shareholding ratio during the period	Remark
				Number of shares	Carrying amount	Percentage of ownership	Fair value
The Company	Ordinary shares of Mercuries Life Insurance Co., Ltd.	Other related party	Financial assets at fair value through profit or loss - current	13,050,917	104,407	0.22 %	104,407	0.23%

Related parties transactions for purchase or sale with amount at least NT$100 million or 20% of paid-in capital or more: None.
Receivables from related parties amounting to at least NT$100 million or 20% of paid-in capital or more: None.
Business relationships and significant transactions between the parent and subsidiary companies:

During this period, there were no significant business relationships or important transactions between the parent and subsidiary companies.

(II) Information on invested companies:

The following is the information on investees for the year ended December 31, 2025 (excluding information on invested companies in Mainland China):

Unit: New Taiwan Dollars, in thousands/per thousand shares

Name of investor	Name of investee	Location	Main business activities	Initial investment amount		Held at the end of the period			Highest shareholding ratio during the period	Profit (Loss) of investee for the period	Investment profit and loss recognized	Remark
				End of current period	End of last year	Number of shares	Shareholding	Carrying amount
The Company	Mercuries Leisure Co., Ltd.	Taiwan	Leisure and entertainment business	70,000	70,000	6,856	9.11%	73,424	9.11%	(1,044)	94	Associate
The Company	Mercuries F&B Consulting Co., Ltd.	Taiwan	Food and beverage retail and consulting	64,100	64,100	6,410	98.62%	3,197	98.62%	(10,144)	(10,004)	Subsidiary (Note 1)
The Company	Mercuries Food Service Japan, Ltd.	Japan	Instant food manufacturing	58,973	37,793	30	100.00%	14,777	100.00%	(10,421)	(10,421)	Subsidiary (Note 1)

Note 1: Transactions involving the subsidiary were eliminated during the preparation of the consolidated financial statements.

(III) Information on investments in mainland China: None.

XIV. Segment Information

(I) General information

The Consolidated Company provides information to key decision-makers for the allocation of resources and the evaluation of departmental performance. The focus is on operating regions, with reportable segments being Taiwan and Japan.

(II) Information on reportable segment profits, assets, liabilities, their measurement basis, and reconciliation

The accounting policies of the operating segments within the Consolidated Company are consistent with the summary of significant accounting policies described in Note IV. The profit or loss of the operating segments, as reported to the chief operating decision maker, is measured based on segment operating net income and serves as the basis for performance evaluation. External revenue presented to the chief operating decision maker aligns with the measurement of revenue in the income statement.

The operating segment information and reconciliation of the Consolidated Company are as follows:

	2025
	Taiwan	Japan	Adjustment and elimination	Total
Revenue:
Revenue from external customers	$ 6,518,798	14,642	-	6,533,440
Interest income	1,429	23	-	1,452
Total revenue	$ 6,520,227	14,665	-	6,534,892
Interest expenses	$ 25,876	47	-	25,923
Depreciation and amortization	753,301	3,635	-	756,936
Share of losses from equity method investments in affiliates and joint ventures	(10,515)	-	10,421	(94)
Reportable segment profits	$ 157,304	(10,297)	10,421	157,428
Investments accounted for using the equity method	$ 88,201	-	(14,777)	73,424
Capital expenditures for non-current assets	390,485	589	-	391,074
Reportable segment assets	$ 3,839,477	22,294	(14,777)	3,846,994
Reportable segment liabilities	$ 2,292,895	7,518	(86)	2,300,327
	2024
	Taiwan	Japan	Adjustment and elimination	Total
Revenue:
Revenue from external	$ 6,309,982	14,196	-	6,324,178

customers

Interest income	836	1	-	837
Total revenue	$ 6,310,818	14,197	-	6,325,015
Interest expenses	$ 23,974	62	-	24,036
Depreciation and amortization	669,880	3,614	-	673,494
Share of losses from equity method investments in affiliates and joint ventures	6,676	-	11,364	4,688
Reportable segment profits	$ 310,919	(11,238)	11,364	311,045
Investments accounted for using the equity method	$ 78,476	-	(4,958)	73,518
Capital expenditures for non-current assets	375,174	-	-	375,174
Reportable segment assets	$ 3,617,368	10,522	(4,958)	3,622,932
Reportable segment liabilities	$ 1,943,709	5,565	-	1,949,274

AI assistant

Mercuries F&B Audit Report / Information 2025

52685_rns_2026-05-15_53014c5b-4e4d-4b56-8663-13f8222ebc62.pdf

Table of Contents

Statement

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Balance Sheets

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Statements of Comprehensive Income

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Statements of Changes in Equity

2. Amortization

(XIII) Impairment of non-financial assets

(VI) Property, plant, and equipment

(VIII) Intangible assets

6. Fair value information

(1) Fair value and carrying value

(2) Fair value measurement techniques for financial instruments

(XXII) Financial risk management

1. Overview

VII. Related Party Transactions

(III) Significant related party transactions

1. Operating revenue

2. Purchase of goods

3. Receivables from related parties

XII. Others

XIII. Supplementary Disclosures

AI assistant

Mercuries F&B — Audit Report / Information 2025

52685_rns_2026-05-15_53014c5b-4e4d-4b56-8663-13f8222ebc62.pdf

Table of Contents

Statement

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Balance Sheets

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Statements of Comprehensive Income

Mercuries F&B Co., Ltd and Subsidiaries

Consolidated Statements of Changes in Equity

2. Amortization

(XIII) Impairment of non-financial assets

(VI) Property, plant, and equipment

(VIII) Intangible assets

6. Fair value information

(1) Fair value and carrying value

(2) Fair value measurement techniques for financial instruments

(XXII) Financial risk management

1. Overview

VII. Related Party Transactions

(III) Significant related party transactions

1. Operating revenue

2. Purchase of goods

3. Receivables from related parties

XII. Others

XIII. Supplementary Disclosures

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Mercuries F&B Audit Report / Information 2025