AI assistant
MERRY — AGM Information 2026
Jun 8, 2026
52085_rns_2026-06-08_771697e6-a176-44da-89cd-aaf020c4860d.pdf
AGM Information
Open in viewerOpens in your device viewer
(Note: This English translation is provided for reference only and might not reflect exactly the meaning and full text of the original language)
Merry Electronics Co., Ltd.
Annual General Meeting Minutes, 2026
(Translation)
Stock Code: 2439
Date and Time: May 26th, 2026 (Tuesday) at 9:00 AM
Location: Company’s Headquarters (No. 22, 23rd Rd., Industrial Zone, Nantun Dist., Taichung City)
Attendance:
- Total Shares Issued: 253,826,914
- Non-voting Shares: 1,327,000
- Voting Shares: 252,499,914
Shares represented by attending shareholders and proxies: 166,062,540 (including 70,296,776 electronic votes), comprising 65.76% of the total 252,499,914 voting shares, exceeding the legal quorum requirement.
Attending Directors:
- Liao, Lu-Lee (Representative of Zongquan Investment Co., Ltd.)
- Huang, Chao-Li (Representative of L.J.R. Investment Co., Ltd.)
- Liao, Chung-Hsi (Representative of L.J.R. Investment Co., Ltd.)
- Liao, Keng-Pin (Representative of RULYMEI Investment Co., Ltd.)
Attending Independent Directors:
- Sher, Jih-Hsin (Chair of the Audit Committee)
- Chen, Ting-Ju
- Lee, Fang-Ting
A total of 7 directors and independent directors were present, surpassing the majority threshold of the 9 director seats.
Also Present:
- Liu, Mei-Lan, Accountant from PricewaterhouseCoopers
- Lam, Ru-Hsuan, Deputy General Manager of Finance Department, Merry
-1-
(Note: This English translation is provided for reference only and might not reflect exactly the meaning and full text of the original language)
Electronics Co., Ltd.
Chairperson: Liao, Lu-Lee
Recorder: Cheng, Hui-Fen
The chairman announced the commencement of the meeting, confirming the presence of shareholders representing a quorum.
I. Chairperson's Remark (omitted)
II. Matters for Report
- 2025 Business Report.
Explanation: For the business report, please refer to Annex 1.
(Noted)
- Audit Committee’s Report on the 2025 Financial Statements.
Explanation:
For the Audit Committee’s report on the 2025 financial statements, please refer to Annex 2.
(Noted)
- Report on the Allocation of Remuneration for Employees (including Junior Staff) and Directors for 2025.
Explanation:
(1) In accordance with the company’s Articles of Association, if the company has profits for the year, no less than 5% must be allocated as employee remuneration, including at least 1% for junior staff; director remuneration is capped at 2%.
(2) For the year 2025, the Board of Directors approved on February 25, 2026, the allocation of 10% of profits as employee remuneration, totaling NT$157,893,779, with no less than NT$15,789,378 allocated to junior staff. Additionally, 2% was allocated for director remuneration, totaling NT$31,578,755. All remuneration is distributed in cash. These allocations align with the budgeted expenses recognized for the year 2025.
(Noted)
- Report on Cash Dividend Distribution for 2025 Earnings
(1) This is carried out in accordance with Article 22 of the company's Articles of Association and reported to the shareholders' meeting.
(2) The Board of Directors resolved to distribute NT$1,015,358,456 in cash dividends to shareholders, which is NT$4.00 per share.
(Noted)
- Report on the Communication Between the Audit Committee, Internal Audit Supervisor, and Certified Public Accountant.
(1) Conducted in accordance with Article 3, Paragraph 2 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, with a report presented to the shareholders' meeting.
(2) Communication between the Audit Committee and the Chief Internal Auditor:
| Date | Summary of Communication | Outcomes of Communication | Attendees |
|---|---|---|---|
| Feb.26, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | No objections were raised during this meeting. | Independent Director: Sher, Jih-Hsin Wu, Hui-Huang I, Chang-Yun Chief Internal Auditor: Cheng, Shu-Fei |
| Apr.24, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | ||
| May 26, 2025 | Audit Business Report | No objections were raised during this meeting. | Independent Director: Sher, Jih-Hsin Chen, Ting-Ju Lee, Fang-Ting Chief Internal Auditor: Cheng, Shu-Fei |
| Jul.24, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | ||
| Oct.30, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems |
| Dec.24, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | ||
|---|---|---|---|
(3) Communication between the Audit Committee and the Certified Public Accountant:
| Date | Summary of Communication | Outcomes of Communication | Attendees |
|---|---|---|---|
| Feb.26, 2025 | 1. Explanation of the 2024 Individual and Consolidated Financial Reports. | ||
| 2. Communication between the Accountant and the Governing Entity, and Basis for Financial Report Audit. | |||
| 3. Description of Key Audit Focus Areas. | 1. Acknowledged the explanation of key audit focus areas. | ||
| 2. No objections were raised during this meeting. | Independent Director: | ||
| Sher, Jih-Hsin | |||
| Wu, Hui-Huang | |||
| I, Chang-Yun | |||
| Certified Public Accountant: | |||
| Liu, Mei-Lan | |||
| Apr.24, 2025 | Explanation of the First Quarter 2025 Consolidated Financial Report. | No objections were raised during this meeting. | |
| Jul.24, 2025 | Explanation of the Second Quarter 2025 Consolidated Financial Report. | No objections were raised during this meeting. | Independent Director: |
| Sher, Jih-Hsin | |||
| Chen, Ting-Ju | |||
| Lee, Fang-Ting | |||
| Certified Public Accountant: | |||
| Liu, Mei-Lan | |||
| Oct.30, 2025 | Explanation of the Third Quarter 2025 Consolidated Financial Report. | No objections were raised during this meeting. |
(Noted)
- Report on the Assessment of Directors and Managers' Performance and the Reasonableness and Correlation of Their Salaries and Remunerations.
(1) According to the company's "Compensation Committee Organizational Rules" and "Directors and Managers' Compensation Management Measures," the individual performance of directors is assessed, and these
results are used as the basis for calculating their remuneration.
(2) According to the company’s “Employee Performance Appraisal Management Measures,” the individual performance of managers is assessed, and these results are used as the basis for calculating their remuneration.
(3) The Compensation Committee has reviewed the individual performance assessment results and the reasonableness and correlation of their remuneration, finding them reasonable. The Board of Directors resolved the proposal without objections.
- Report on the Company’s Sustainability Policy and Implementation Plan.
(1) In 2025, Merry Electronics continued its vision of “Creating a Better Sensory Experience for a Healthy and Sustainable Future,” valuing stakeholders’ voices and committing to ESG sustainable development. The company established sustainability principles and set short, medium, and long-term goals to strengthen corporate sustainability, improve ESG information disclosure, and create mutual prosperity for shareholders, customers, employees, suppliers, society, and the environment.
(2) Details are provided in the areas of governance, environment, and society. Please refer to Annex 3
- Report on the Revision of the Company’s “Share Buyback and Employee Transfer Measures.”
(1) In accordance with Article 10 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, to bolster the evaluation procedures for employee incentive tools and ensure robust corporate governance, it is stipulated that the transfer approval process must initially seek consent from the Compensation Committee or Audit Committee, followed by approval from the Board of Directors.
(2) For a comparative table of the amendments before and after the revision, please refer to the following table.
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| 3. Responsibilities | ||
| 3.1. Finance Department: | ||
| Serves as the principal _unit for drafting, amending, and repealing these regulations. | 3. Responsibilities | |
| 3.1. Finance Department: | ||
| Serves as the principal _department for drafting, amending, and repealing these regulations. | Unified as units. | |
| 5.4 Approval Procedure for Transfer | ||
| 5.4.1 The company shall establish the allocation of share transfer rights to employees by evaluating factors such as their rank, tenure, and special contributions to the company. The determination must also consider the total number of repurchased shares held by the company as of the stock subscription date and the maximum share subscription limit for a single employee. The share rights proposal is first to be presented for concurrence to the Compensation Committee or Audit Committee, and subsequently submitted to the Board of Directors for final approval. | 5.4 Approval Procedure for Transfer | |
| 5.4.1 The company shall establish the allocation of share transfer rights to employees by evaluating factors such as their rank, tenure, and special contributions to the company. The determination must also consider the total number of repurchased shares held by the company as of the stock subscription date and the maximum share subscription limit for a single employee. This allocation proposal is to be submitted directly to the Board of Directors for approval. | To enhance the review process of employee compensation tools and ensure the implementation of corporate governance, the specified transfer approval procedure requires initial submission to the Compensation Committee or Audit Committee for consent, followed by submission to the Board of Directors for final approval. |
III. Matters for Acknowledgement
- Proposal: Acknowledgment of the 2025 Business Report, Individual Financial Reports, and Consolidated Financial Reports.
Explanation:
(1) In accordance with Articles 36 and 14-4, paragraph 3 of the Securities and Exchange Act and Articles 219 and 230 of the Company Act, the Board of Directors has prepared the 2025 Business Report, Profit Allocation Table, Individual Financial Reports, and Consolidated Financial Reports. These documents have been submitted to and reviewed by the Audit Committee, which has issued an audit report.
(2) Please refer to Annex 1 for the business report, and to Annex 4 for the individual financial statements and consolidated financial statements.
Voting Results:
164,858,789 shares were presented at the time of voting (including votes casted electronically: 70,296,776); 157,519,157 votes were in favor of the proposal (including votes casted electronically: 63,028,796), representing 95.54% of the total represented shares present; 61,589 votes were cast against the proposal (including votes casted electronically: 61,589); 7,278,043 votes were either invalidly cast or abstained (including votes casted electronically: 7,206,391).
RESOLVED, that the above proposal be and hereby was acknowledged as proposed.
- Proposal: Acknowledgment of the 2025 Earnings Distribution Plan.
Explanation:
(1) The 2025 Earnings Distribution Plan has been approved by the Board of Directors and reviewed by the Audit Committee, which has issued an audit report.
(2) The current profit distribution plan prioritizes the distribution of the 2025 fiscal year's surplus, allocating a cash dividend of NT$1,015,358,456 to shareholders, translating to a cash dividend of NT$4 per share.
(3) Cash dividends will be distributed based on the shareholdings recorded in the shareholder registry on the ex-dividend date, with amounts rounded down to the nearest whole number (fractions will be discarded). The total amount of discarded fractions will be included in the company's other income. The ex-dividend date and related distribution matters will be
-7-
handled at the discretion of the Board of Directors.
(4) In case the total issued shares are affected by events such as share repurchases, issuance of restricted employee stock, conversion of the fourth and fifth series of domestic unsecured convertible corporate bonds into common shares, or other factors, the Chairman is authorized to handle all related matters.
(5) Please refer to Annex 5 for the 2025 Earnings Distribution Plan.
Voting Results:
164,858,789 shares were presented at the time of voting (including votes casted electronically: 70,296,776); 157,971,172 votes were in favor of the proposal (including votes casted electronically: 63,480,811), representing 95.82% of the total represented shares present; 84,440 votes were cast against the proposal (including votes casted electronically: 84,440); 6,803,177 votes were either invalidly cast or abstained (including votes casted electronically: 6,731,525).
RESOLVED, that the above proposal be and hereby was acknowledged as proposed.
IV. Matters for Discussion
- Proposal for the Amendment of the Company’s Articles of Association for discussion.
(1) To align with the operational needs of the company, the position of Vice Chairman shall not be established, and relevant provisions are hereby amended.
(2) For a comparative table of the amendments before and after the revision, please refer to the following table.
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| Article 9 | ||
| Each share held by a shareholder entitles them to one vote. Shares held by the company in accordance with the Company Act do not have voting rights. Shareholders unable to attend meetings may proxy in | Article 9 | |
| Each share held by a shareholder entitles them to one vote. Shares held by the company in accordance with the Company Act do not have voting rights. Shareholders unable to attend meetings may proxy in | To accommodate the operational requirements of the company, the position of Vice Chairman |
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| accordance with Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings.” Meetings are presided over by the Chairman of the Board, or in their absence, or a designated director. If no designation, a director may be elected among the present directors to act as the chair. Other conveners outside the board, when summoning the meeting, will act as the chair. If there are multiple conveners, one person will be chosen amongst them. | accordance with Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings.” Meetings are presided over by the Chairman of the Board, or in their absence, the Vice Chairman, or a designated director. If no designation, a director may be elected among the present directors to act as the chair. Other conveners outside the board, when summoning the meeting, will act as the chair. If there are multiple conveners, one person will be chosen amongst them. | will not be established. |
| Article 14 Directors shall elect among themselves a Chairman of the Board of Directors. The Chairman represents the company externally, presides over shareholders’ and board meetings, and executes company affairs in accordance with laws, articles, and resolutions from shareholders’ and board meetings. In the event of the Chairman’s absence, a designated director will act, or another director may be elected among the present directors. | Article 14 Directors shall elect among themselves a Chairman and a Vice Chairman of the Board of Directors. The Chairman represents the company externally, presides over shareholders’ and board meetings, and executes company affairs in accordance with laws, articles, and resolutions from shareholders’ and board meetings. In the event of the Chairman’s absence, the Vice Chairman will act. If the Vice Chairman is also absent, a designated director will act, or another director may be elected among the present directors. | To accommodate the operational requirements of the company, the position of Vice Chairman will not be established. |
| Article 25 These Articles of Association were established on December 13, 1975. The first amendment was made on October 25, 1977...The forty-third | Article 25 These Articles of Association were established on December 13, 1975. The first amendment was made on October 25, 1977...The forty-third | Include the date of the Articles of Association amendment. |
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| amendment was made on May 26, 2025, and the forty-fourth amendment on May 26, 2026. | amendment was made on May 26, 2025. |
Voting Results:
164,858,789 shares were presented at the time of voting (including votes casted electronically: 70,296,776); 157,953,917 votes were in favor of the proposal (including votes casted electronically: 63,463,556), representing 95.81% of the total represented shares present; 73,282 votes were cast against the proposal (including votes casted electronically: 73,282); 6,831,590 votes were either invalidly cast or abstained (including votes casted electronically: 6,759,938).
RESOLVED, that the above proposal be and hereby was approved as proposed.
- Proposal to Amend the Company’s “Shareholders’ Meeting Rules of Procedure.” for discussion.
(1) In accordance with the directive No. 11403857975 issued by the Financial Supervisory Commission on December 19, 2025, and operational requirements, we have amended the Rules of Procedure.
(2) For a comparative table of the amendments before and after the revision, please refer to the following table.
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| 3. Responsibilities & Authorities | ||
| 3.1. Office of the Chairman: The sponsoring unit that formulates modifies or abolishes this specification. | 3. Responsibilities & Authorities | |
| 3.1. Financial Division: The sponsoring unit that formulates modifies or abolishes this specification. | In alignment with the company’s organizational restructuring, the units of authority and responsibility have been revised. | |
| 5.1.2. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, | 5.1.2. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, | Pursuant to the directive No. 11403857975 issued by the Financial |
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated. | including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 21 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. However, if the Company's paid-up capital at the end of the most recent fiscal year reaches NT$10 billion or more, or the total Investors of foreign and Mainland Chinese shareholding ratios recorded in its shareholders' book at the ordinary meeting of shareholders in the most recent fiscal year reaches more than 30%, the transmission of electronic files shall be completed before the General meeting of shareholders is completed 30 days ago. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also | Supervisory Commission on December 19, 2025, the scope for disclosure of the agenda handbook and related information thirty days prior to the annual shareholders’ meeting has been expanded to include all listed and OTC companies. |
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| be displayed at the Company and the professional shareholder services agent designated. | ||
| 5.5.1. If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. | 5.5.1. If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. | To accommodate the company’s operational needs, the order of proxies for the chairman of the shareholders’ meeting has been adjusted. |
164,858,789 shares were presented at the time of voting (including votes casted electronically: 70,296,776); 157,953,203 votes were in favor of the proposal (including votes casted electronically: 63,462,842), representing 95.81% of the total represented shares present; 75,447 votes were cast against the proposal (including votes casted electronically: 75,447); 6,830,139 votes were either invalidly cast or abstained (including votes casted electronically: 6,758,487).
RESOLVED, that the above proposal be and hereby was approved as proposed.
- Proposal for the Exempting of Non-Compete Restrictions on Directors (including Independent Directors), Discussion Requested.
(1) In accordance with Article 209 of the Company Act, directors who engage in activities for themselves or others that fall within the company's business scope must disclose the significant details of such actions to the shareholders' meeting and obtain their approval.
(2) As the directors (including independent directors) of the company may partake in business ventures similar to that of the company, it is proposed, in alignment with practical business needs and without impairing the interests of the company, to seek shareholder approval to exempt the restrictions on competitive activities for directors.
(3) Declaration of major positions held by directors (including independent directors) in other companies:
| Title | Name | Current Position in other companies |
|---|---|---|
| Independent director | LEE, FANG-TING | ■ Director of Strategic Investments, Delta Electronics, Inc. |
Voting Results:
164,858,789 shares were presented at the time of voting (including votes casted electronically: 70,296,776); 155,855,750 votes were in favor of the proposal (including votes casted electronically: 61,365,389), representing 94.53% of the total represented shares present; 314,713 votes were cast against the proposal (including votes casted electronically: 314,713); 8,688,326 votes were either invalidly cast or abstained (including votes casted electronically: 8,616,674).
V. Extemporary motions
- Subject: Report on the Execution of the Company's Share Buyback.
Details: The company's board approved a share buyback on March 12, 2026.
The execution details are as follows:
| Item | Details |
|---|---|
| Buyback Instance | Third time |
| Board Resolution Date | March 12, 2026 |
| Purpose of Buyback | To maintain company credibility and protect shareholders’ interests |
| Planned Buyback Period | March 13, 2026 to May 11, 2026 |
| Planned Type and Quantity of Shares to be Bought Back | 5,000,000 common shares |
| Planned Buyback Price Range(per share) | NT$58 - NT$145 |
| Actual Buyback Period | March 13, 2026 to May 8, 2026 |
| Type and Quantity of Shares Bought Back | 5,000,000 common shares |
| Total Buyback Amount | NT$432,738,692 |
| Average Buyback Price Per Share | NT$86.55 |
| Number of Shares Cancelled | 0 shares |
| Accumulated Number of Company Shares Held | 5,000,000 shares |
| Percentage of Accumulated Shares Held in Relation to Total Issued Shares | 1.97% |
| Reason for Incomplete Execution | Not applicable |
- Summary of Shareholder (Account number 217944) Remarks: Appreciation for the efforts of the Merry Electronics management team and chairman, and a suggestion to advance the schedule for dividend distribution. (Noted)
VI. Meeting adjourned: There was no other business and extemporary motion, the Chairperson announced the meeting adjourned on 9:33 a.m.
Note: This shareholder meeting minutes only include the summary of the proceedings. The content and procedures of the meeting are subject to the meeting’s video recording.
Annex 1
Merry Electronics Co., Ltd.
Business Report for the Year 2025
I. Business Strategy
The operational strategy for the year 2025 is encapsulated in the theme “Corporate Reengineering, Innovative Transformation, and Sustainable Future.”
II. Implementation Overview
In 2025, geopolitical tensions and tariff policies significantly impacted global markets, accelerating supply chain realignment and driving a trend toward fragmentation in global trade. In the face of these challenges, Merry demonstrated strong resilience by steadfastly executing its operational principles of “Corporate Reengineering, Innovative Transformation, and a Sustainable Future,” while responding with agility to geopolitical dynamics and market volatility. Through the concerted efforts of all employees, we once again achieved record-high revenues and delivered outstanding results.
While maintaining steady financial performance, we also remained committed to sustainability (ESG) and corporate governance. In 2025, we were honored with multiple recognitions, including:
- Global Sustainability Leadership: Top 10% in DJSI CSA Rating; EcoVadis Silver Rating for global supply chain assessment; CDP Climate Change Questionnaire “A” rating.
- Taiwan Excellence: Taiwan Sustainability Rating “AA”; Top 16 among large enterprises in the Commonwealth Sustainable Citizen Awards; Taiwan Corporate Sustainability Awards; Foreign Institutional Investors’ Top 100 Taiwan Enterprises; Top 20% in Corporate Governance Evaluation.
- Workplace Excellence: Commonwealth Talent Sustainability Award (Large Enterprise/Manufacturing Sector); Parenting Magazine Family-Friendly Workplace Award (Large Manufacturing Category); TCSA Talent Development Leadership Award; Taichung City Government “Happy Workplace” Award; Health Promotion Administration Benchmark Healthy Workplace Gold Award, among other distinctions.
These remarkable achievements not only affirm our commitment to corporate values and social responsibility, but also serve as a powerful driving force for Merry to pursue excellence and realize a sustainable future. We sincerely thank our shareholders, customers, suppliers, and all employees for their continued trust and support.
-15-
Looking ahead to 2026, amid persistent geopolitical conflicts and rising trade protectionism leading to an uncertain economic outlook, Merry will launch its “Ace Team Strategy” as the central theme of operations. We will actively implement our guiding principles of “Customer Success, Teamwork, and AI Empowered,” transforming challenges into momentum and striving to become an indispensable strategic partner to our customers, enabling their success and excellence.
Customer Success: With “Customer Success” as our sole core strategic objective, we will leverage eight strategic pillars to deliver exceptional value and become our customers’ most trusted partner. In terms of agility, we will streamline processes and respond flexibly to changes to keep pace with rapid market iterations. For resilience, we will accelerate capacity expansion in Vietnam and Thailand while establishing a presence in North America to strengthen our global supply chain. In technology, we will focus on OTC and AI Hearing Glasses to provide comprehensive solutions. In innovation, we will introduce AI agents to systematically support customers in developing next-generation products. In transparency, we will establish AI-enabled visualization dashboards and a single point of contact to ensure real-time communication. In quality, we will leverage AI-driven predictive management and rigorously manage Tier-2 suppliers to optimize quality, delivery, and cost. In cost, we will implement cost leadership and localized procurement to achieve competitive advantages. Finally, in sustainability, we will continue to increase the use of sustainable materials to 45% and advance green design, thereby building a low-carbon supply chain.
Teamwork: Collaborative teamwork is the key to success in an era of transformation. Through a project-based organizational model aligned with the eight strategic pillars, we will build high-performing, seamlessly integrated teams. First, all team members will align with shared goals, ensuring that the Company’s overall interests take precedence over departmental objectives. Second, we will establish comprehensive information transparency mechanisms to eliminate communication barriers and support effective decision-making. Third, we advocate for constructive, issue-focused communication, fostering openness and mutual trust as core values. Finally, we will cultivate a high-trust environment with strong psychological safety, encouraging accountability and innovation through experimentation. Through these four key practices, we will forge an unstoppable “Ace Team.”
AI Empowered: AI will serve as the core engine of our pursuit of excellence. Operationally, we will integrate AI across all processes—from order management, R&D, procurement, and manufacturing to project management—to enhance efficiency and free up human resources for higher-value creation. On the product side, we will embed AI functionalities or integrate with AI-enabled devices to deliver enhanced intelligent value. Through comprehensive AI-driven
-16-
transformation, we will ensure that Merry continues to grow and excel amid the rising wave of AI innovation.
As we move into 2026, Merry will advance with AI as our wings and the Ace Team as our helm, steadfastly pursuing the goal of customer success. Through continuous breakthroughs and exceptional collaboration, we aim not only to become the most powerful and trusted strategic partner in the market, but also to stand shoulder to shoulder with our customers to achieve shared success and future victories.
We extend our heartfelt gratitude to every shareholder, customer, and supplier partner. It is through your trust and support that Merry continues to grow and thrive. As we celebrate this proud milestone of our 50th anniversary, we look forward to continuing this journey together, creating greater value and a more sustainable future.
III. Results of Business Plan Implementation
The consolidated operating revenue of the company and its subsidiaries amounted to NT$46,491,035,000, reflecting an increase of NT$2,635,681,000 or 6.01% compared to NT$43,855,354,000 in 2024. The consolidated pre-tax net profit stood at NT$2,129,879,000, representing a decrease of NT$1,020,733,000 or 32.40% from NT$3,150,612,000 in 2024, primarily due to exchange losses.
IV. Analysis of Financial Status and Profitability
- Financial Status
Unit: NT$ in thousands of dollars
| Category | 2025 Consolidated Figures | 2024 Consolidated Figures |
|---|---|---|
| Other Income | 456,069 | 474,340 |
| Other Gains and Losses | (239,037) | 294,901 |
| Finance Costs | (132,707) | (97,595) |
| Share of Profits/Losses of Associates and Joint Ventures Accounted for Using Equity Method | 586,938 | 616,994 |
| Total | 671,263 | 1,288,640 |
- Profitability Analysis
Unit: NT$ in thousands of dollars
| Subject | 2025 Consolidated Figures | 2024 Consolidated Figures | |
|---|---|---|---|
| Financial Structure (%) | Debt to Asset Ratio | 57.39% | 50.94% |
| Solvency (%) | Current Ratio | 155.17% | 190.81% |
| Quick Ratio | 122.16% | 156.24% |
| Profitability (%) | Return on Assets | 4.57% | 7.01% |
|---|---|---|---|
| Return on Equity | 9.48% | 14.94% | |
| Operating Profit to Paid-up Capital Ratio | 57.46% | 73.45% | |
| Earnings per Share After Tax (NTD) | 5.36 | 9.26 |
V. Research and Development Status
- In 2025, the company developed and extended a total of 126 new products and models.
- In 2025, the company was granted 56 new patents and has 108 patents under review.
- In the year 2025, consolidated research and development expenses amounted to NT$2,353,120,000, marking an increase of NT$210,160,000 from NT$2,142,960,000 in 2024, and accounted for 5.06% of the consolidated sales revenue.
VI. Budget Implementation for Revenue and Expenditure: Financial forecasts have not been issued, hence this section is not applicable.
-18-
-19-
Annex 2
Merry Electronics Co., Ltd.
Audit Committee Report
The Board of Directors has submitted the Business Report for 2025, the Earnings Distribution Table, and the Individual and Consolidated Financial Statements audited and certified by CPAs Liu Mei-Lan and Hsu Chien-Yeh of PricewaterhouseCoopers. After thorough examination, the Audit Committee has found no discrepancies. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby present this report for your review.
To:
The 2026 General Meeting of Shareholders of Merry Electronic Co., Ltd.
Merry Electronics Co., Ltd.
Chairman of the Audit Committee: Sher, Jih-Hsin
February 25, 2026
-20-
Annex 3
Company’s Sustainability Policy and Implementation Plan
The following outlines the three major aspects: Governance, Environment, and Society.
Governance
In accordance with the company’s operational and managerial practices, a Sustainable Development and Nomination Committee, as well as a Sustainable Development Promotion Team, have been established under the Board of Directors. Their duties include discussing significant operational matters encompassing economic, environmental, social, and risk management issues. These committees report to the Board of Directors and, in 2025, will present high-level executive sustainability performance indicators.
Environment
- Climate Initiatives Promotion Plan
Understanding the potential impacts of climate change on operations and long-term development, Merry has pioneered the implementation of TCFD-related management mechanisms since 2020. Since 2022, the climate change financial disclosure initiative (TCFD) has been incorporated into the Risk Management Committee’s report to the Board of Directors. Annually, Merry deepens its management operations, enhancing awareness of climate issues, risks, and opportunities. Quantitative indicators are continuously integrated to operationalize climate governance, formulate policies and targets, and actively track goal achievements to adopt even more proactive action plans.
- Merry’s Environmental Sustainability Goals — Following the Science Based Targets Initiative (SBTi)
In 2024, Merry passed the Science Based Targets (SBTi) for carbon reduction, committing to a 50% reduction in Scope 1 and Scope 2 emissions, and a 30% reduction in Scope 3 emissions by 2032. The RE100 target has been moved up to 2030. Merry will prioritize reducing energy-related carbon emissions and utilizing renewable energy, additionally influencing the value chain to engage in active carbon reduction, aspiring towards “creating a better perceptual experience for a healthy and sustainable future.”
-21-
Society
Merry regards employees as key partners in corporate operations, placing significant importance on sustainable co-prosperity between corporate development and societal and environmental welfare. The company strives to create a safe, equal, and diverse work environment, aiming for employees to receive pay raises, professional skill enhancements, friendship, and charitable feedback in a friendly workplace. By promoting activities under the four “DNA” initiatives—understanding music, loving reading, promoting sports, and volunteering—Merry supports employees in balancing work and life. The headquarters offer 2 paid volunteer days annually, encouraging employees to engage proactively in social good and providing diverse volunteer opportunities to meet various community needs.
Detailed information for 2025 can be found in the Merry Sustainability Report for 2025, available on our official website at https://www.merry.com.tw.
-22-
Annex 4
Auditor’s Report and Individual Financial Reports, Consolidated Financial Reports
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Merry Electronics Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Merry Electronics Co., Ltd. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The key audit matters in relation to the parent company only financial statements for the year ended December 31, 2025 are outlined as follows:
Cut-off on sales revenue from distribution warehouse
Description
Refer to Note 4(29) for accounting policy on revenue recognition.
The Company recognizes revenue upon delivery of goods or pick-up of goods (the transfer of control of ownership) by customers at warehouse. Warehouse sales revenue constitutes 32% of total operating revenue for the year ended December 31, 2025. The Company's revenue recognition is based on inventory movement records of warehouse based on the reports provided by warehouse custodians or bill of lading reports recorded on network platform. As the warehouses are located in various locations and there are numerous custodians, the frequency and contents of statements provided by custodians vary, the process of revenue recognition contains numerous manual procedures, which would potentially result in inaccurate timing of revenue recognition and the discrepancy between physical inventory quantities in the warehouses and quantities per accounting records. Thus, we determine the cut-off on sales revenue from distribution warehouse a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Understood, evaluated and verified the Company's procedures for warehouse sales revenue and internal control, including:
(a) Interviewing the staff of the sales revenue process from distribution warehouse, and confirming the consistency by comparing interview results with the process of warehouse sales revenue recognition obtained.
(b) Verifying the internal control of warehouse distribution (checked the terms of transaction / timing of ownership transfer and dates of supporting documents and verifying transactions recognized in the appropriate period by reconciling the quantities of supporting documents with invoices) to confirm the accuracy of the timing of revenue recognition.
B. Performed cut-off procedures on sales revenue from distribution warehouse recognized during a specific period before and after the period-end, including verifying delivery schedule of distribution warehouse and ensuring the movements of inventories correctly contained in the statements.
C. Performed physical inventory count observation or confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records.
Investments accounted for using equity method - valuation of inventories
Description
Refer to Note 4(12) for accounting policies on inventory valuation, Note 5(1) for significant
accounting estimates and assumptions related to inventory valuation, and Note 6(5) for details of allowance for inventory valuation losses. As of December 31, 2025, the balances of inventories and allowance for inventory valuation losses were NT$1,434,498 thousand and NT$91,510 thousand, respectively.
The Company receives orders from customers and the subsidiaries are tasked to manufacture the products. The subsidiaries (shown as investments accounted for using equity method) have a high risk of incurring inventory valuation loss and obsolescence due to fluctuations in market demand and rapidly evolving technology. Further, the measurement of net realizable value of inventories involves judgment resulting in a high degree of estimation uncertainty. Thus, we determine the allowance for inventory valuation loss of the subsidiaries (shown as investments accounted for using equity method) a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Understood and assessed the reasonableness of the subsequent inventory valuation and the provision for loss on obsolete and slow-moving inventory.
B. Assessed the annual plan of the physical inventory count and attended the annual inventory count; evaluated the effectiveness of the procedures used to identify and control obsolete inventories.
C. Obtained inventory aging report and verified dates of movements with supporting documents, and ensured the accuracy of inventory aging classification and its consistency with the policies.
D. Obtained the net realizable value of each kind of inventory and checked whether the applied calculation logic was in agreement with all inventory, tested the supporting documents related to the estimation basis for net realizable value of inventories including verifying the supporting documents of sales and purchase prices, as well as recalculating and assessing the reasonableness of allowance for inventory valuation losses.
-24-
-25-
Other matter - audits of the other auditors
We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method that are included in the consolidated financial statements and disclosures in Note 13. Those financial statements were audited by other auditors, and our opinion expressed herein is based solely on reports of the other auditors. The balance of these investments accounted for under equity method amounted to NT$562,976 thousand and NT$559,364 thousand, constituting 1.48% and 1.56% of total assets as of December 31, 2025 and 2024, respectively, and comprehensive income was NT$62,672 thousand and NT$94,598 thousand, constituting 5.02% and 3.66% of total comprehensive income for the years then ended.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
-26-
that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Liu, Mei Lan
Hsu, Chien-Yeh
For and on behalf of PricewaterhouseCoopers, Taiwan
February 25, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
-27-
(Expressed in thousands of New Taiwan dollars)
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 6,103,542 | 16 | $ 6,145,347 | 17 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 807,816 | 2 | 634,663 | 2 |
| 1120 | Financial assets at fair value through other comprehensive income - current | 107,541 | - | 105,910 | - | |
| 1170 | Accounts receivable, net | 6(3) | 7,293,497 | 19 | 8,008,238 | 23 |
| 1180 | Accounts receivable - related parties | 7(2) | 26,074 | - | 398 | - |
| 1200 | Other receivables | 15,028 | - | 40,827 | - | |
| 1210 | Other receivables - related parties | 7(2) | 5,768,025 | 15 | 1,721,820 | 5 |
| 130X | Inventories, net | 6(5) | 1,342,988 | 4 | 1,430,172 | 4 |
| 1479 | Other current assets, others | 124,566 | 1 | 114,618 | - | |
| 11XX | Total current assets | 21,589,077 | 57 | 18,201,993 | 51 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 46,282 | - | 43,075 | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 99,459 | - | 110,559 | - | |
| 1535 | Non-current financial assets at amortised cost | 110,000 | - | 50,000 | - | |
| 1550 | Investments accounted for under equity method | 6(6) | 14,616,559 | 38 | 15,755,008 | 44 |
| 1600 | Property, plant and equipment, net | 6(7) | 1,378,242 | 4 | 1,366,897 | 4 |
| 1780 | Intangible assets | 6(8) | 186,627 | 1 | 184,986 | 1 |
| 1840 | Deferred income tax assets | 6(26) | 51,666 | - | 80,623 | - |
| 1990 | Other non-current assets, others | 11,815 | - | 10,638 | - | |
| 15XX | Total non-current assets | 16,500,650 | 43 | 17,601,786 | 49 | |
| 1XXX | Total assets | $ 38,089,727 | 100 | $ 35,803,779 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 2,200,100 | 6 | $ - | - |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 38,725 | - | - | - |
| 2130 | Current contract liabilities | 6(20) | 395,889 | 1 | 296,018 | 1 |
| 2170 | Accounts payable | 2,656,495 | 7 | 1,854,867 | 5 | |
| 2180 | Accounts payable - related parties | 7(2) | 8,295,997 | 22 | 8,264,990 | 23 |
| 2200 | Other payables | 6(11) | 601,585 | 2 | 772,476 | 2 |
| 2220 | Other payables - related parties | 7(2) | 120,017 | - | 104,741 | - |
| 2230 | Current income tax liabilities | 87,100 | - | 83,903 | - | |
| 2320 | Long-term liabilities, current portion | 6(13) | 152,691 | - | 189,914 | 1 |
| 2399 | Other current liabilities, others | 676,899 | 2 | 581,061 | 2 | |
| 21XX | Total current liabilities | 15,225,498 | 40 | 12,147,970 | 34 | |
| Non-current liabilities | ||||||
| 2527 | Non-current contract liabilities | 6(20) | 334,382 | 1 | 462,049 | 1 |
| 2530 | Corporate bonds payable | 6(12) | 2,912,269 | 8 | 2,856,278 | 8 |
| 2540 | Non-current portion of non-current borrowings | 6(13) | 12,500 | - | 165,191 | 1 |
| 2570 | Deferred income tax liabilities | 6(26) | 2,029,891 | 5 | 2,123,372 | 6 |
| 2640 | Accrued pension liabilities | 6(14) | 20,729 | - | 23,888 | - |
| 2670 | Other non-current liabilities, others | 5,137 | - | 6,186 | - | |
| 25XX | Total non-current liabilities | 5,314,908 | 14 | 5,636,964 | 16 | |
| 2XXX | Total liabilities | 20,540,406 | 54 | 17,784,934 | 50 | |
| Equity | ||||||
| Share capital | 6(16) | |||||
| 3110 | Share capital - common stock | 2,538,269 | 7 | 2,534,914 | 7 | |
| Capital surplus | 6(17) | |||||
| 3200 | Capital surplus | 8,480,217 | 22 | 8,422,431 | 23 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 2,759,561 | 7 | 2,549,941 | 7 | |
| 3320 | Special reserve | 462,936 | 1 | 973,012 | 3 | |
| 3350 | Unappropriated retained earnings | 4,088,344 | 11 | 4,306,799 | 12 | |
| Other equity interest | 6(19) | |||||
| 3400 | Other equity interest | ( 780,006) | ( 2) | ( 768,252) | ( 2) | |
| 3XXX | Total equity | 17,549,321 | 46 | 18,018,845 | 50 | |
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 38,089,727 | 100 | $ 35,803,779 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(20) and 7 | $ 32,427,777 | 100 | $ 33,063,291 | 100 |
| 5000 | Operating costs | 6(5) and 7 | ( 30,660,903) | ( 95) | ( 31,065,212) | ( 94) |
| 5900 | Net operating margin | 1,766,874 | 5 | 1,998,079 | 6 | |
| Operating expenses | 6(24)(25) | |||||
| 6100 | Selling expenses | ( 264,144) | ( 1) | ( 260,669) | ( 1) | |
| 6200 | General and administrative expenses | ( 564,186) | ( 1) | ( 648,687) | ( 2) | |
| 6300 | Research and development expenses | ( 907,398) | ( 3) | ( 877,280) | ( 2) | |
| 6450 | Expected credit impairment (loss) gain | 12(2) | ( 15,240) | - | 2,355 | - |
| 6000 | Total operating expenses | ( 1,750,968) | ( 5) | ( 1,784,281) | ( 5) | |
| 6900 | Operating profit | 15,906 | - | 213,798 | 1 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(21) | 138,410 | - | 129,009 | - |
| 7010 | Other income | 6(22) | 61,325 | - | 99,144 | - |
| 7020 | Other gains and losses | 6(23) | ( 376,218) | ( 1) | 174,377 | 1 |
| 7050 | Finance costs | ( 103,546) | - | ( 65,745) | - | |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method | 6(6) | ||||
| 7000 | Total non-operating income and expenses | 1,653,588 | 5 | 2,079,349 | 6 | |
| 7900 | Profit before income tax | 1,373,559 | 4 | 2,416,134 | 7 | |
| 7950 | Income tax expense | 6(26) | ( 1,389,465 | 4 | 2,629,932 | 8 |
| 8200 | Profit for the year | $ 1,336,636 | 4 | $ 2,143,258 | 7 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(14) | $ 538 | - | $ 6,637 | - |
| 8316 | Unrealized loss from investments in equity instruments measured at fair value through other comprehensive income | 6(19) | ( 9,471) | - | ( 22,889) | - |
| 8330 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 5,553 | - | 9,708 | - | |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(26) | ( 108) | - | ( 1,327) | - |
| 8310 | Components of other comprehensive loss that will not be reclassified to profit or loss | ( 3,488) | - | ( 7,871) | - | |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation | 6(19) | ( 118,121) | - | 366,104 | 1 |
| 8380 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(19) | ||||
| 8399 | Income tax related to components of other comprehensive income (loss) that will be reclassified to profit or loss | 6(19)(26) | 13,936 | - | 191,851 | - |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | 20,638 | - | ( 111,935) | - | |
| 8300 | Other comprehensive (loss) income for the year | ( 83,547) | - | 446,020 | 1 | |
| 8500 | Total comprehensive income for the year | $ 87,035) | - | $ 438,149 | 1 | |
| Earnings per share | 6(27) | $ 1,249,601 | 4 | $ 2,581,407 | 8 | |
| 9750 | Basic earnings per share | $ | 5.36 | $ | 9.26 | |
| 9850 | Diluted earnings per share | $ | 5.02 | $ | 8.37 |
The accompanying notes are an integral part of these parent company only financial statements.
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Share capital - common stock | Capital surplus, additional paid-in capital | Retained earnings | Financial statements translation differences of foreign operations | Total equity | |||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||
| Year 2024 | ||||||||
| Balance at January 1, 2024 | $ 2,193,163 | $ 4,872,974 | $ 2,412,390 | $ 768,186 | $ 3,583,885 | ($ 1,209,351) | $ 12,621,247 | |
| Profit for the year | - | - | - | - | 2,143,258 | - | 2,143,258 | |
| Other comprehensive income for the year | - | - | - | - | 5,418 | 432,731 | 438,149 | |
| Total comprehensive income | - | - | - | - | 2,148,676 | 432,731 | 2,581,407 | |
| Appropriation and distribution of 2023 retained earnings | 6(18) | |||||||
| Legal reserve | - | - | 137,551 | - | ( 137,551 ) | - | - | |
| Special reserve | - | - | - | 204,826 | ( 204,826 ) | - | - | |
| Cash dividends | - | - | - | - | ( 1,030,914 ) | - | ( 1,030,914 ) | |
| Issuance of common stock | 50,000 | 445,241 | - | - | - | - | 495,241 | |
| Proceeds from issuance of convertible bonds | 6(12) | - | 280,733 | - | - | - | - | 280,733 |
| Convertible bonds converted into common shares | 6(12) | 285,593 | 2,707,409 | - | - | - | - | 2,993,002 |
| Share-based payments | 6(15) | 6,158 | 104,701 | - | - | - | ( 68,977 ) | 41,882 |
| Equity instruments at fair value through other comprehensive income reclassified to investments accounted for using equity method | 6(6) | - | - | - | - | ( 52,471 ) | 52,471 | - |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6) | - | 13,679 | - | - | - | 2,816 | 16,495 |
| Disposal of investments accounted for using equity | 6(6) | - | ( 1,872 ) | - | - | - | 22,058 | 20,186 |
| Changes in ownership of subsidiaries | - | ( 434 ) | - | - | - | - | ( 434 ) | |
| Balance at December 31, 2024 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | |
| Year 2025 | ||||||||
| Balance at January 1, 2025 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | |
| Profit for the year | - | - | - | - | 1,336,636 | - | 1,336,636 | |
| Other comprehensive income(loss) for the year | - | - | - | - | 430 | ( 87,465 ) | ( 87,035 ) | |
| Total comprehensive income(loss) | - | - | - | - | 1,337,066 | ( 87,465 ) | 1,249,601 | |
| Appropriation and distribution of 2024 retained earnings | 6(18) | |||||||
| Legal reserve | - | - | 209,620 | - | ( 209,620 ) | - | - | |
| Special reserve | - | - | - | ( 510,076 ) | 510,076 | - | - | |
| Cash dividends | - | - | - | - | ( 1,850,505 ) | - | ( 1,850,505 ) | |
| Share-based payments | 6(15) | 3,355 | 36,377 | - | - | - | 75,711 | 115,443 |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6) | - | 21,801 | - | - | - | - | 21,801 |
| Changes in ownership of subsidiaries | 6(6) | - | ( 392 ) | - | - | ( 5,472 ) | - | ( 5,864 ) |
| Balance at December 31, 2025 | $ 2,538,269 | $ 8,480,217 | $ 2,759,561 | $ 462,936 | $ 4,088,344 | ($ 780,006 ) | $ 17,549,321 |
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 1,389,465 | $ 2,629,932 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(7)(24) | 40,191 | 38,463 |
| Depreciation expense - right-of-use assets | 6(24) | 3,898 | 3,854 |
| Amortization | 6(8)(24) | 24,069 | 30,193 |
| Expected credit impairment loss (gain) | 12(2) | 15,240 | ( 2,355 ) |
| Impairment loss - non-financial assets | 6(6)(23) | - | 64,973 |
| Finance costs | 102,799 | 64,991 | |
| Interest expense - lease liability | 747 | 754 | |
| Gain on financial assets at fair value through profit | 6(23) | ( 50,247 ) | ( 23,902 ) |
| Share of profit of associates and joint ventures | 6(6) | ||
| accounted for using equity method | ( 1,653,588 ) | ( 2,079,349 ) | |
| Loss on disposal of property, plant and equipment | 6(23) | - | 258 |
| Loss on disposal of investments | 6(23) | - | 15,469 |
| Interest income | 6(21) | ( 138,410 ) | ( 129,009 ) |
| Dividend income | 6(22) | ( 4,008 ) | ( 4,004 ) |
| Share-based payments | 6(15) | 115,443 | 62,123 |
| Unrealized foreign exchange gain | ( 41,137 ) | ( 62,071 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets (liabilities) at fair value through profit or loss | 78,197 | 21,955 | |
| Accounts receivable | 705,095 | ( 627,346 ) | |
| Accounts receivable - related parties | ( 16,521 ) | 5,260 | |
| Other receivables | 25,151 | 100,345 | |
| Other receivables - related parties | ( 1,643,371 ) | 153,202 | |
| Inventories | 87,184 | ( 193,604 ) | |
| Other current assets | ( 9,632 ) | ( 13,974 ) | |
| Changes in operating liabilities | |||
| Accounts payable | 773,290 | 410,745 | |
| Accounts payable - related parties | ( 2,857 ) | 886,579 | |
| Contract liabilities | ( 27,796 ) | ( 114,628 ) | |
| Other payables | ( 202,722 ) | 41,644 | |
| Other payables - related parties | 15,276 | ( 102,695 ) | |
| Other current liabilities | 94,987 | 213,961 | |
| Accrued pension liabilities | ( 2,620 ) | ( 5,529 ) | |
| Cash (outflow) inflow generated from operations | ( 321,877 ) | 1,386,235 | |
| Interest paid | ( 35,971 ) | ( 25,239 ) | |
| Income taxes paid | ( 73,013 ) | ( 153,694 ) | |
| Interest received | 138,094 | 127,665 | |
| Dividend income | 4,008 | 4,004 | |
| Net cash flows (used in) from operating activities | ( 288,759 ) | 1,338,971 |
(Continued)
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Increase in financial assets mandatorily measured at fair value through profit or loss | ($ 780,000) | ($ 518,485) | |
| Decrease in financial assets mandatorily measured at fair value through profit or loss | 614,416 | 412,874 | |
| Increase in financial assets at amortized cost - non - current | ( 60,000) | ( 50,000) | |
| Acquisition of investments accounted for using equity method | 6(6) | ||
| Proceeds from liquidated amount of investments accounted for using equity method | 6(6) | 65,038) | ( 25,600) |
| Earnings distribution accounted for using equity method | 6(6) | - | 439,576 |
| Proceeds from capital reduction of investments accounted for using equity method | 6(6) | 4,199 | 21,088 |
| Recognition of dividends received from investments accounted for using equity method | 6(6) | 59,169 | - |
| Acquisition of property, plant and equipment | 6(28) | 401,400 | 1,074,675 |
| Acquisition of property | ( 44,676) | ( 42,890) | |
| Acquisition of intangible assets | ( 13,040) | ( 16,207) | |
| Decrease in guarantee deposits paid | - | 400 | |
| Net cash flows from investing activities | 116,430 | 1,295,431 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(29) | 4,516,470 | 2,790,000 |
| Decrease in short-term borrowings | 6(29) | ( 2,340,970) | ( 3,580,000) |
| Decrease in long-term borrowings | 6(29) | ( 189,914) | ( 759,358) |
| Proceeds from issuing bonds | 6(29) | - | 3,114,036 |
| Cash dividends paid | 6(29) | ( 1,850,505) | ( 1,030,914) |
| Payments of lease liabilities | 6(29) | ( 4,560) | ( 4,315) |
| Redemption of corporate bonds | 6(29) | - | 4,000) |
| Decrease in guarantee deposits received | 3 | - | |
| Proceeds from insurance of shares | 6(16) | - | 475,000 |
| Net cash flows from financing activities | 130,524 | 1,000,449 | |
| Net (decrease) increase in cash and cash equivalents | ( 41,805) | 3,634,851 | |
| Cash and cash equivalents at beginning of year | 6,145,347 | 2,510,496 | |
| Cash and cash equivalents at end of year | $ 6,103,542 | $ 6,145,347 |
-34-
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Merry Electronics Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Merry Electronics Co., Ltd. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:
-35-
Cut-off on sales revenue from distribution warehouse
Description
Refer to Note 4(31) for accounting policy on revenue recognition.
The Group recognizes revenue upon delivery or pick-up of goods (the transfer of control of ownership) by customers at warehouses. Warehouse sales revenue constitutes 22% of total operating revenue for the year ended December 31, 2025. The Group’s revenue recognition is based on inventory movement records of warehouses based on the reports provided by warehouse custodians or bill of lading reports recorded on network platform. As the warehouses are located in various locations and there are numerous custodians, the frequency and contents of statements provided by custodians vary, the process of revenue recognition contains numerous manual procedures, which would potentially result in inaccurate timing of revenue recognition and the discrepancy between physical inventory quantities in the warehouses and quantities per accounting records. Thus, we determine the cut-off on sales revenue from distribution warehouses a key audit matter.
How our audit addressed the matter
A. Understood, evaluated and verified the Group’s procedures for warehouse sales revenue and internal control, including:
(a) Interviewing the staff of the sales revenue process from distribution warehouse, and confirming the consistency by comparing interview results with the process of warehouse sales revenue recognition obtained.
(b) Verifying the internal control of warehouse distribution (checked the terms of transaction / timing of ownership transfer and dates of supporting documents and verifying transactions recognized in the appropriate period by reconciling the quantities of supporting documents with invoices) to confirm the accuracy of the timing of revenue recognition.
B. Performed cut-off procedures on sales revenue from distribution warehouses recognized during a specific period before and after the period-end, including verifying delivery schedule of distribution warehouses and ensuring the movements of inventories correctly contained in the statements.
C. Performed physical inventory count observation or confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records.
Valuation of inventories
Refer to Note 4(13) for accounting policies on inventory valuation, Note 5(1) for significant accounting estimates and assumptions related to inventory valuation, and Note 6(5) for details of
allowance for inventory valuation losses. As of December 31, 2025, the balances of inventories and allowance for inventory valuation losses were NT$6,951,937 thousand and NT$246,178 thousand, respectively.
The Group has a high risk of incurring inventory valuation loss or obsolescence due to fluctuations in market demand and rapidly evolving technology. Further, the measurement of net realizable value of inventories involves judgment resulting in a high degree of estimation uncertainty. Thus, we determine the allowance for inventory valuation loss a key audit matter.
A. Understood and assessed the reasonableness of the subsequent inventory valuation and the provision for loss on obsolete and slow-moving inventory.
B. Assessed the annual plan of the physical inventory count and attended the annual inventory count; evaluated the effectiveness of the procedures used to identify and control obsolete inventories.
C. Obtained inventory aging report and verified dates of movements with supporting documents and ensured the accuracy of inventory aging classification and its consistency with the policies.
D. Obtained the net realizable value of each kind of inventory and checked whether the applied calculation logic was in agreement with all inventories, tested the supporting documents related to the estimation basis for net realizable value of inventories including verifying the supporting documents of sales and purchase prices, as well as recalculating and assessing the reasonableness of allowance for inventory valuation losses.
Other matter - audits of other independent auditors
We did not audit the financial statements of certain investments accounted for under the equity method that are included in the consolidated financial statements and disclosures in Note 13. Those financial statements were audited by other independent auditors, and our opinion expressed herein is based solely on reports of the other independent auditors. The balance of these investments accounted for under equity method amounted to NT$562,976 thousand and NT$559,364 thousand, constituting 1.26% and 1.43% of total assets as of December 31, 2025 and 2024, respectively, and the comprehensive income or loss of associates accounted for using equity method was NT$62,672 thousand and NT$94,598 thousand, constituting 3.84% and 3.27% of total comprehensive income for the years then ended.
Other matter - parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Merry Electronics Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
-36-
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
A. 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.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting
-37-
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-38-
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's 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.
Liu, Mei Lan
Hsu, Chien-Yeh
For and on behalf of PricewaterhouseCoopers, Taiwan
February 25, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
-39-
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 9,797,932 | 22 | $ 8,586,894 | 22 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 819,779 | 2 | 656,476 | 2 |
| 1120 | Current financial assets at fair value through other comprehensive income | 107,541 | - | 105,910 | - | |
| 1136 | Current financial assets at amortised cost | 161,348 | - | 169,820 | 1 | |
| 1170 | Accounts receivable, net | 6(3) | 11,421,033 | 26 | 11,234,447 | 29 |
| 1180 | Accounts receivable due from related parties, net | 7(2) | 1,968,952 | 4 | 475,022 | 1 |
| 1200 | Other receivables | 6(2) | 63,306 | - | 75,718 | - |
| 1210 | Other receivables - related parties | 7(2) | 68,104 | - | 307,185 | 1 |
| 130X | Inventories | 6(5) | 6,705,759 | 15 | 4,858,985 | 12 |
| 1470 | Other current assets | 434,398 | 1 | 435,201 | 1 | |
| 11XX | Current Assets | 31,548,152 | 70 | 26,905,658 | 69 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 46,282 | - | 43,075 | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income | 223,254 | 1 | 232,210 | 1 | |
| 1535 | Non-current financial assets at amortised cost | 576,235 | 1 | 469,589 | 1 | |
| 1550 | Investments accounted for under equity method | 6(6) | 6,272,742 | 14 | 5,914,755 | 15 |
| 1600 | Property, plant and equipment | 6(7) | 5,037,783 | 11 | 4,365,774 | 11 |
| 1780 | Intangible assets | 6(8) | 733,882 | 2 | 778,132 | 2 |
| 1840 | Deferred income tax assets | 6(25) | 128,407 | - | 154,583 | - |
| 1900 | Other non-current assets | 227,832 | 1 | 256,145 | 1 | |
| 15XX | Non-current assets | 13,246,417 | 30 | 12,214,263 | 31 | |
| 1XXX | Total assets | $ 44,794,569 | 100 | $ 39,119,921 | 100 |
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 4,295,965 | 9 | $ 366,659 | 1 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 38,725 | - | - | - |
| 2130 | Current contract liabilities | 6(20) | 413,316 | 1 | 318,054 | 1 |
| 2170 | Accounts payable | 9,137,857 | 20 | 7,087,414 | 18 | |
| 2180 | Accounts payable - related parties | 7(2) | 3,424,949 | 8 | 3,335,965 | 8 |
| 2200 | Other payables | 6(11) and 7(2) | 1,659,781 | 4 | 1,606,089 | 4 |
| 2220 | Other payables - related parties | 7(2) | 111,139 | - | 112,380 | - |
| 2230 | Current income tax liabilities | 339,489 | 1 | 323,977 | 1 | |
| 2320 | Current portion of long-term borrowings | 6(13) | 152,691 | - | 282,505 | 1 |
| 2399 | Other current liabilities, others | 757,409 | 2 | 667,888 | 2 | |
| 21XX | Current Liabilities | 20,331,321 | 45 | 14,100,931 | 36 | |
| Non-current liabilities | ||||||
| 2527 | Non-current contract liabilities | 6(20) | 334,381 | 1 | 462,049 | 1 |
| 2530 | Corporate bonds payable | 6(12) | 2,912,269 | 6 | 2,856,278 | 7 |
| 2540 | Long-term borrowings | 6(13) | 12,500 | - | 242,897 | 1 |
| 2570 | Deferred income tax liabilities | 6(25) | 2,056,586 | 5 | 2,153,548 | 6 |
| 2640 | Accrued pension liabilities | 6(14) | 20,729 | - | 23,888 | - |
| 2670 | Other non-current liabilities, others | 38,958 | - | 86,963 | - | |
| 25XX | Non-current liabilities | 5,375,423 | 12 | 5,825,623 | 15 | |
| 2XXX | Total Liabilities | 25,706,744 | 57 | 19,926,554 | 51 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(16) | |||||
| 3110 | Share capital - common stock | 2,538,269 | 6 | 2,534,914 | 6 | |
| Capital reserve | 6(17) | |||||
| 3200 | Capital surplus | 8,480,217 | 19 | 8,422,431 | 21 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 2,759,561 | 6 | 2,549,941 | 7 | |
| 3320 | Special reserve | 462,936 | 1 | 973,012 | 3 | |
| 3350 | Unappropriated retained earnings | 4,088,344 | 9 | 4,306,799 | 11 | |
| Other equity interest | 6(19) | |||||
| 3400 | Other equity interest | ( 780,006) | ( 2) | ( 768,252) | ( 2) | |
| 31XX | Equity attributable to owners of the parent | 17,549,321 | 39 | 18,018,845 | 46 | |
| 36XX | Non-controlling interest | 4(3) | 1,538,504 | 4 | 1,174,522 | 3 |
| 3XXX | Total equity | 19,087,825 | 43 | 19,193,367 | 49 | |
| Significant contingent liabilities and unrecognized contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 44,794,569 | 100 | $ 39,119,921 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(20) and 7(2) | $ 46,491,035 | 100 | $ 43,855,354 | 100 |
| 5000 | Operating costs | 6(5) and 7(2) | ( 40,870,502 ) | ( 88 ) | ( 38,006,671 ) | ( 87 ) |
| 5900 | Net operating margin | 5,620,533 | 12 | 5,848,683 | 13 | |
| Operating expenses | 6(24) | |||||
| 6100 | Selling expenses | ( 523,655 ) | ( 1 ) | ( 494,968 ) | ( 1 ) | |
| 6200 | General and administrative expenses | ( 1,265,104 ) | ( 3 ) | ( 1,320,189 ) | ( 3 ) | |
| 6300 | Research and development expenses | ( 2,353,120 ) | ( 5 ) | ( 2,142,960 ) | ( 5 ) | |
| 6450 | Expected credit impairment loss | 12(2) | ( 20,038 ) | - | ( 28,594 ) | - |
| 6000 | Total operating expenses | ( 4,161,917 ) | ( 9 ) | ( 3,986,711 ) | ( 9 ) | |
| 6900 | Operating profit | 1,458,616 | 3 | 1,861,972 | 4 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 247,424 | 1 | 239,466 | 1 | |
| 7010 | Other income | 6(21) | 208,645 | - | 234,874 | - |
| 7020 | Other gains and losses | 6(22) | ( 239,037 ) | - | 294,901 | 1 |
| 7050 | Finance costs | ( 132,707 ) | - | ( 97,595 ) | - | |
| 7060 | Share of profit of associates and joint ventures accounted for under equity method | 6(6) | ||||
| 586,938 | 1 | 616,994 | 1 | |||
| 7000 | Total non-operating income and expenses | 671,263 | 2 | 1,288,640 | 3 | |
| 7900 | Profit before income tax | 2,129,879 | 5 | 3,150,612 | 7 | |
| 7950 | Income tax expense | 6(25) | ( 315,227 ) | ( 1 ) | ( 710,455 ) | ( 1 ) |
| 8200 | Profit for the year | $ 1,814,652 | 4 | $ 2,440,157 | 6 |
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(14) | $ | 538 | - | $6,637 |
| 8316 | Unrealized loss from investments in equity instruments measured at fair value through other comprehensive income | 6(19) | ( | 3,121) | - | (6,346) |
| 8320 | Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 6(6)(19) | ( | 218) | - | (2,597) |
| 8349 | Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss | 6(25) | ( | 687) | - | (5,565) |
| 8310 | Components of other comprehensive loss that will not be reclassified to profit or loss | ( | 3,488) | - | (7,871) | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation | 6(19) | ( | 214,427) | - | 382,651 |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(6)(19) | ( | 13,936 | - | 191,851 |
| 8399 | Income tax relating to the components of other comprehensive income (loss) | 6(25) | ( | 20,638 | - | (111,935) |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( | 179,853) | - | 462,567 | |
| 8300 | Total other comprehensive (loss) income for the year | ($ | 183,341) | - | $454,696 | |
| 8500 | Total comprehensive income for the year | $ | 1,631,311 | 4 | $2,894,853 | |
| Profit, attributable to: | ||||||
| 8610 | Owners of parent | $ | 1,336,636 | 3 | $2,143,258 | |
| 8620 | Non-controlling interest | $ | 478,016 | 1 | 296,899 | |
| Total Profit | $ | 1,814,652 | 4 | $2,440,157 | ||
| Comprehensive income, attributable to: | ||||||
| 8710 | Owners of parent | $ | 1,249,601 | 3 | $2,581,407 | |
| 8720 | Non-controlling interest | $ | 381,710 | 1 | 313,446 | |
| Total Comprehensive Income | $ | 1,631,311 | 4 | $2,894,853 | ||
| Basic earnings per share | 6(26) | |||||
| 9750 | Total basic earnings per share | $ | 5.36 | $9.26 | ||
| Diluted earnings per share | 6(26) | |||||
| 9850 | Total diluted earnings per share | $ | 5.02 | $8.37 |
The accompanying notes are an integral part of these consolidated financial statements.
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Equity attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock | Capital surplus, additional paid-in capital | Retained earnings | Financial statements translation differences of foreign operations | Total | Non-controlling interest | Total equity | ||||
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||||
| Year 2024 | ||||||||||
| Balance at January 1, 2024 | $ 2,193,163 | $ 4,872,974 | $ 2,412,390 | $ 768,186 | $ 3,583,885 | ($ 1,209,351 ) | $ 12,621,247 | $ 861,076 | $ 13,482,323 | |
| Profit for the year | - | - | - | - | 2,143,258 | - | 2,143,258 | 298,899 | 2,440,157 | |
| Other comprehensive income for the year | - | - | - | - | 5,418 | 432,731 | 438,149 | 16,547 | 454,696 | |
| Total comprehensive income | - | - | - | - | 2,148,676 | 432,731 | 2,581,407 | 313,446 | 2,894,853 | |
| Appropriation and distribution of 2023 retained earnings | 6(18) | |||||||||
| Legal reserve | - | - | 137,551 | - | ( 137,551 ) | - | - | - | - | |
| Special reserve | - | - | - | 204,826 | ( 204,826 ) | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 1,030,914 ) | - | ( 1,030,914 ) | - | ( 1,030,914 ) | |
| Issuance of common stock | 50,000 | 445,241 | - | - | - | - | 495,241 | - | 495,241 | |
| Proceeds from issuance of convertible bonds | 6(12)(17) | - | 280,733 | - | - | - | - | 280,733 | - | 280,733 |
| Convertible bonds converted into common shares | 6(12)(16)(17) | 285,593 | 2,707,409 | - | - | - | - | 2,993,002 | - | 2,993,002 |
| Share-based payments | 6(15)(17) | 6,158 | 104,701 | - | - | - | ( 68,977 ) | 41,882 | - | 41,882 |
| Equity instruments at fair value through other comprehensive income reclassified to investments accounted for using equity method | 6(6)(19) | |||||||||
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6)(17) | - | 13,679 | - | - | - | 2,816 | 16,495 | - | 16,495 |
| Disposal of investments accounted for using equity | 6(6)(17) | - | ( 1,872 ) | - | - | - | 22,058 | 20,186 | - | 20,186 |
| Changes in ownership of subsidiaries | - | 434 ) | - | - | - | - | ( 434 ) | - | ( 434 ) | |
| Balance at December 31, 2024 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | $ 1,174,522 | $ 19,193,367 | |
| Year 2025 | ||||||||||
| Balance at January 1, 2025 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | $ 1,174,522 | $ 19,193,367 | |
| Profit for the year | - | - | - | - | 1,336,638 | - | 1,336,638 | 478,016 | 1,814,652 | |
| Other comprehensive income(loss) for the year | - | - | - | - | 430 | ( 87,465 ) | ( 87,035 ) | ( 96,306 ) | ( 183,341 ) | |
| Total comprehensive income(loss) | - | - | - | - | 1,337,066 | ( 87,465 ) | 1,249,601 | 381,710 | 1,631,311 | |
| Appropriation and distribution of 2024 retained earnings | 6(18) | |||||||||
| Legal reserve | - | - | 209,620 | - | ( 209,620 ) | - | - | - | - | |
| Special reserve | - | - | - | ( 510,076 ) | 510,076 | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 1,850,505 ) | - | ( 1,850,505 ) | - | ( 1,850,505 ) | |
| Share-based payments | 6(15)(16)(17) | 3,355 | 36,377 | - | - | - | 75,711 | 115,443 | - | 115,443 |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6)(17) | - | 21,801 | - | - | - | - | 21,801 | - | 21,801 |
| Changes in non-controlling interests | 6(17)(27) | - | ( 392 ) | - | - | ( 5,472 ) | - | ( 5,864 ) | ( 17,728 ) | ( 23,592 ) |
| Balance at December 31, 2025 | $ 2,538,269 | $ 8,480,217 | $ 2,759,561 | $ 462,936 | $ 4,088,344 | ($ 780,006 ) | $ 17,549,321 | $ 1,538,504 | $ 19,087,825 |
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 2,129,879 | $ 3,150,612 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation expense-property, plant and equipment | 6(7)(23) | 597,334 | 600,039 |
| Depreciation expense - right-of-use assets | 6(23) | 101,877 | 122,494 |
| Amortization | 6(8)(23) | 72,644 | 93,824 |
| Expected credit impairment loss | 12(2) | 20,038 | 28,594 |
| Impairment loss - non-financial assets | 6(9)(22) | - | 64,973 |
| Finance costs | 128,859 | 91,483 | |
| Interest expense - lease liability | 3,848 | 6,112 | |
| Gain on financial assets at fair value through profit or loss | 6(22) | ( 50,470 ) | ( 24,269 ) |
| Share of profit of associates and joint ventures | 6(6) | ||
| accounted for using equity method | ( 586,938 ) | ( 616,994 ) | |
| Compensation cost of share-based payment | 6(15) | 115,443 | 62,123 |
| Loss (gain) on disposal of property, plant and equipment | 6(22) | ( 8,605 ) | 12,446 |
| Loss on disposal of investments | 6(22) | - | 15,469 |
| Interest income | ( 247,424 ) | ( 239,466 ) | |
| Dividend income | 6(21) | ( 4,008 ) | ( 4,004 ) |
| Deferred income of government's compensation | - | ( 155 ) | |
| Unrealized exchange gain | ( 29,546 ) | ( 258,826 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Increase in financial assets/liabilities mandatorily measured at fair value through profit or loss | 78,197 | 21,881 | |
| Accounts receivable (including related parties) | ( 1,851,363 ) | ( 1,706,513 ) | |
| Other receivables (including related parties) | 239,339 | ( 27,756 ) | |
| Inventories | ( 1,839,261 ) | ( 930,605 ) | |
| Other current assets | 19,657 | 62,423 | |
| Changes in operating liabilities | |||
| Accounts payable | 2,198,832 | 1,263,351 | |
| Accounts payable - related parties | 100,950 | 154,937 | |
| Other payables | 20,792 | 203,705 | |
| Other payables - related parties | ( 2,564 ) | 46,471 | |
| Contract liabilities | 34,021 | ( 112,462 ) | |
| Other current liabilities | 102,363 | 153,286 | |
| Net defined benefit liability - non-current | ( 2,620 ) | ( 5,529 ) | |
| Cash inflow generated from operations | 1,341,274 | 2,227,644 | |
| Interest received | 232,000 | 226,033 | |
| Dividend income | 4,008 | 4,004 | |
| Interest paid | ( 117,882 ) | ( 92,730 ) | |
| Income taxes paid | ( 341,524 ) | ( 336,037 ) | |
| Net cash flows from operating activities | 1,117,876 | 2,028,914 |
-45-
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Increase in financial assets mandatorily measured at fair value through profit or loss | ($ 780,000) | ($ 518,485) | |
| Decrease in financial assets mandatorily measured at fair value through profit or loss | 624,488 | 423,502 | |
| Increase in financial assets at amortised cost - current | ( 208,285) | ( 4,431) | |
| Decrease in financial assets at amortised cost - current | 209,733 | 373,663 | |
| Increase in financial assets at amortised cost - non - current | ( 265,008) | ( 362,564) | |
| Decrease in financial assets at amortised cost - non - current | 173,774 | 330,476 | |
| Acquisition of investments accounted for using equity method | 6(6) | - | ( 26,200) |
| Earnings repatriated by investments accounted for using equity method | 6(6) | 205,293 | 238,169 |
| Proceeds from capital reduction of investments accounted for using equity method | 6(6) | 59,169 | - |
| Proceeds from liquidated amount of investments accounted for using equity method | 6(6) | - | 439,576 |
| Acquisition of property, plant and equipment | 6(28) | ( 1,388,576) | ( 803,835) |
| Proceeds from disposal of property, plant and equipment | 88,450 | 15,094 | |
| Acquisition of intangible assets | ( 15,814) | ( 20,644) | |
| Decrease in other non-current financial assets | 15,521 | 12,972 | |
| (Increase) decrease in guarantee deposits paid | ( 1,748) | 2,930 | |
| Net cash flows (used in) from investing activities | ( 1,283,003) | 100,223 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(29) | 6,738,534 | 353,762 |
| Decrease in short-term borrowings | 6(29) | ( 2,877,164) | ( 1,132,210) |
| Repayment of principal portion of lease liabilities | 6(29) | ( 107,645) | ( 126,845) |
| Decrease in long-term borrowings | 6(29) | ( 350,678) | ( 931,774) |
| Proceeds from issuing corporate bonds | 6(29) | - | 3,114,036 |
| Redemption of corporate bonds | 6(29) | - | ( 4,000) |
| Increase (decrease) in other non-current liabilities | ( 38,317) | 18,075 | |
| Cash dividends paid | 6(29) | ( 1,850,505) | ( 1,030,914) |
| Change in non-controlling interests | 4(3) and 6(27) | ( 23,592) | - |
| Proceeds from issuance of shares | 6(16) | - | 475,000 |
| Net cash flows from financing activities | 1,490,633 | 735,130 | |
| Effect of change in foreign currency exchange | ( 114,468) | 195,905 | |
| Net increase in cash and cash equivalents | 1,211,038 | 3,060,172 | |
| Cash and cash equivalents at beginning of year | 8,586,894 | 5,526,722 | |
| Cash and cash equivalents at end of year | $ 9,797,932 | $ 8,586,894 |
Annex 5
Merry Electronics Co., Ltd.
Earnings Distribution Table for the Year 2025
| Item | Amount (NTD) |
|---|---|
| Beginning Undistributed Earnings | 2,756,749,618 |
| Add: Net Income for the Year | 1,336,636,422 |
| Add: Recognition of remeasurement of defined benefit plans in retained earnings | 430,232 |
| Less: Accounting for changes in ownership equity in subsidiaries | (5,471,777) |
| Less: Appropriation to Legal Reserve (10%) | (133,159,488) |
| Less: Reversal of Special Reserve | (87,464,362) |
| Accumulated Distributable Earnings | 3,867,720,645 |
| Distribution Items: | |
| Less: Cash Dividends to Shareholders (Note)) | (1,015,358,456) |
| Ending Undistributed Earnings | 2,852,362,189 |
Note: The order of earnings distribution is as follows:
1. Reversal of Special Reserve for the Current Year,
2. Incremental Distributable Earnings for the Current Year excluding item 1,
3. Beginning Undistributed Earnings.