AI assistant
MIC — Audit Report / Information 2025
Apr 23, 2026
52782_rns_2026-04-23_74a4625f-562e-4d46-8df0-62d2a727b0fa.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
Merida Industry Co., Ltd.
Parent Corporation Only Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors' Report
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110421 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Merida Industry Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Merida Industry Co., Ltd. (the Corporation), which comprise the parent corporation only balance sheets as of December 31, 2025 and 2024, and the parent corporation only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent corporation only financial statements, including material accounting policy information (collectively referred to as the “parent corporation only financial statements”).
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter section of this report), the accompanying parent corporation only financial statements present fairly, in all material respects, the parent corporation only financial position of the Corporation as of December 31, 2025 and 2024, and its parent corporation only financial performance and its parent corporation only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent corporation only Consolidated Financial Statements section of our report. We are independent of the Corporation 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 report 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 parent corporation only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent corporation only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the parent corporation only financial statements for the year ended December 31, 2025 is as follows:
Revenue Recognition
The Corporation’s sales revenue mainly comes from the manufacture and sales of bicycles, e-bikes, and bicycle components. Since revenue from the export sales of e-bikes for the year ended December 31, 2025 accounted for a significant proportion of sales revenue, recognition of export sales revenue from the sale of e-bikes has been identified as a key audit matter. For the accounting policies on the recognition of sales revenue, refer to Note 4.
Our audit procedures performed in respect of revenue recognition include the following:
- We obtained an understanding of and evaluated the design and appropriateness of implementation of the internal controls related to the recognition of sales revenue and the operating procedures and risks related to revenue collection. We also tested the continuous effectiveness of its related procedures during the year.
- We obtained the sales revenue receipts from the export of e-bikes, sampled the orders, and subsequently recognized the documents and receipt vouchers related to sales revenue and verified the occurrence of the sales revenue recognized.
Other Matter
We did not audit the part of the investments accounted for using the equity method that were evaluated in the parent corporation only financial statements, which is consistent with the U.S. GAAP financial reporting structures. This part has been audited by other accountants in accordance with auditing standards generally accepted in the U.S. We have applied all necessary audit procedures on the conversion adjustments made to the financial statements of the Corporation, and in our opinion, such financial statements present fairly and are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS). In our opinion, the amounts relating to the abovementioned adjusted financial statements are based on the reports of other auditors and are the results of additional audit procedures performed in order to meet the relevant requirements of the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. The balance of the long-term investments accounted for using the equity method was NT$15,970,171 thousand and NT$15,770,662 thousand, accounting for 52% and 49% of the Corporation’s total assets as of December 31, 2025 and 2024, respectively. The share of profit (loss) of associates was NT$99,329 thousand and NT$(4,046,255) thousand, accounting for 7% and 435% of the Corporation’s net income (loss) before tax for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the parent corporation only Financial Statements
Management is responsible for the preparation and fair presentation of the parent corporation 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 corporation only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent corporation only financial statements, management is responsible for assessing the Corporation'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 Corporation 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 Corporation's financial reporting process.
Auditors' Responsibilities for the Audit of the parent corporation only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent corporation only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent corporation 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:
- Identify and assess the risks of material misstatement of the parent corporation only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- 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 Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent corporation only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent corporation only financial statements, including the disclosures, and whether the parent corporation only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
3 -
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the parent corporation 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 that were of most significance in the audit of the parent corporation only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Shao-Chun Wu and Done-Yuin Tseng.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying parent corporation only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent corporation only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent corporation only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent corporation only financial statements shall prevail.
- 4 -
MERIDA INDUSTRY CO., LTD.
PARENT CORPORATION ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash (Notes 4 and 6) | $ 2,086,037 | 7 | $ 2,294,519 | 7 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 35,047 | - | 57,764 | - |
| Notes receivable (Notes 4 and 19) | 4,936 | - | 3,593 | - |
| Trade receivables (Notes 4, 8 and 19) | 253,627 | 1 | 254,478 | 1 |
| Trade receivables from related parties (Notes 4, 19 and 26) | 3,732,831 | 12 | 3,670,741 | 12 |
| Other receivables (Notes 4 and 26) | 179,287 | 1 | 352,035 | 1 |
| Inventories (Notes 4 and 9) | 2,519,351 | 8 | 4,290,319 | 13 |
| Other current assets | 127,699 | - | 80,204 | - |
| Total current assets | 8,938,815 | 29 | 11,003,653 | 34 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 10) | 92,620 | - | 92,620 | - |
| Investments accounted for using the equity method (Notes 4, 11 and 23) | 20,484,070 | 67 | 19,723,131 | 61 |
| Property, plant and equipment (Notes 4 and 12) | 899,689 | 3 | 887,445 | 3 |
| Right-of-use assets (Notes 4 and 13) | 28,641 | - | 6,029 | - |
| Intangible assets (Notes 4 and 14) | 9,800 | - | 22,168 | - |
| Deferred tax assets (Notes 4 and 21) | 202,259 | 1 | 281,283 | 1 |
| Prepayments for equipment | 859 | - | 45,000 | - |
| Prepayments for investment (Note 11) | - | - | 315,721 | 1 |
| Net defined benefit assets - non-current (Notes 4 and 17) | 104,111 | - | 90,774 | - |
| Other non-current assets (Note 4) | 6,193 | - | 6,354 | - |
| Total non-current assets | 21,828,242 | 71 | 21,470,525 | 66 |
| TOTAL | $ 30,767,057 | 100 | $ 32,474,178 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term bank loans (Note 15) | $ 4,358,400 | 14 | $ 5,053,600 | 16 |
| Contract liabilities - current (Notes 4, 19 and 26) | 2,847 | - | 124,221 | - |
| Trade payables | 2,517,668 | 8 | 3,616,146 | 11 |
| Trade payables to related parties (Note 26) | 81,217 | - | 100,363 | - |
| Other payables (Note 16) | 307,675 | 1 | 277,850 | 1 |
| Current tax liabilities (Notes 4 and 21) | 412,016 | 2 | 279,815 | 1 |
| Lease liabilities - current (Notes 4 and 13) | 11,875 | - | 3,714 | - |
| Other current liabilities | 48,575 | - | 14,170 | - |
| Total current liabilities | 7,740,273 | 25 | 9,469,879 | 29 |
| NON-CURRENT LIABILITIES | ||||
| Deferred tax liabilities (Notes 4 and 21) | 3,510,546 | 12 | 3,626,078 | 11 |
| Lease liabilities - non-current (Notes 4 and 13) | 16,866 | - | 2,337 | - |
| Guarantee deposits received | 9,129 | - | 14 | - |
| Credit balance of investments accounted for using the equity method (Notes 4, 11 and 23) | 97,395 | - | 80,417 | 1 |
| Total non-current liabilities | 3,633,936 | 12 | 3,708,846 | 12 |
| Total liabilities | 11,374,209 | 37 | 13,178,725 | 41 |
| EQUITY | ||||
| Ordinary shares | 2,989,838 | 10 | 2,989,838 | 9 |
| Capital surplus | 1,192,078 | 4 | 940,458 | 3 |
| Retained earnings | ||||
| Legal reserve | 4,116,578 | 13 | 4,116,578 | 12 |
| Special reserve | - | - | 638,687 | 2 |
| Unappropriated earnings | 10,977,093 | 36 | 10,323,780 | 32 |
| Other equity | 117,261 | - | 286,112 | 1 |
| Total equity | 19,392,848 | 63 | 19,295,453 | 59 |
| TOTAL | $ 30,767,057 | 100 | $ 32,474,178 | 100 |
The accompanying notes are an integral part of the parent corporation only financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026)
MERIDA INDUSTRY CO., LTD.
PARENT CORPORATION ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| SALES (Notes 4, 19 and 26) | $ 19,299,769 | 100 | $ 18,215,546 | 100 |
| COST OF GOODS SOLD (Notes 9, 20 and 26) | 17,459,032 | 90 | 15,938,591 | 88 |
| GROSS PROFIT | 1,840,737 | 10 | 2,276,955 | 12 |
| REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES (Note 4) | 446,856 | 2 | (79,132) | - |
| REALIZED GROSS PROFIT | 2,287,593 | 12 | 2,197,823 | 12 |
| OPERATING EXPENSES (Notes 20 and 26) | ||||
| Selling and marketing expenses | 506,623 | 3 | 465,806 | 2 |
| General and administrative expenses | 182,479 | 1 | 153,125 | 1 |
| Total operating expenses | 689,102 | 4 | 618,931 | 3 |
| PROFIT FROM OPERATIONS | 1,598,491 | 8 | 1,578,892 | 9 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Notes 4 and 26) | 124,406 | 1 | 85,815 | - |
| Technical service and royalty income (Note 26) | 147,613 | 1 | 313,352 | 2 |
| Dividend income | 2,883 | - | 2,644 | - |
| Other income (Note 26) | 34,637 | - | 51,766 | - |
| Interest expense | (85,200) | - | (84,424) | - |
| Other expenses (Note 20) | (29,591) | - | (37,967) | - |
| Net foreign exchange gains (Notes 4 and 31) | (192,918) | (1) | 351,310 | 2 |
| Gain on fair value changes of financial assets at fair value through profit or loss (Note 4) | (22,111) | - | 6,027 | - |
| Share of profit (loss) of subsidiaries and associates (Notes 4 and 11) | (95,467) | (1) | (3,196,932) | (18) |
| Total non-operating income and expenses | (115,748) | - | (2,508,409) | (14) |
| PROFIT BEFORE INCOME (LOSS) TAX | 1,482,743 | 8 | (929,517) | (5) |
| INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 21) | 282,533 | 2 | (230,414) | (1) |
| NET PROFIT (LOSS) FOR THE YEAR | 1,200,210 | 6 | (699,103) | (4) |
(Continued)
MERIDA INDUSTRY CO., LTD.
PARENT CORPORATION ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) (Note 4) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 17) | $ 7,471 | - | $ 62,370 | - |
| Share of the other comprehensive income (loss) of associates accounted for using the equity method | 8,653 | - | (17,010) | - |
| 16,124 | - | 45,360 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (528,192) | (3) | 1,271,212 | 7 |
| Share of the other comprehensive income (loss) of associates accounted for using the equity method | 317,128 | 2 | (302,511) | (2) |
| Income tax related to items that may be reclassified subsequently to profit or loss | 42,213 | - | (43,902) | - |
| (168,851) | (1) | 924,799 | 5 | |
| Other comprehensive income for the year, net of income tax | (152,727) | (1) | 970,159 | 5 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 1,047,483 | 5 | $ 271,056 | 1 |
| EARNINGS (LOSS) PER SHARE (Note 22) | ||||
| Basic | $ 4.01 | $ (2.34) | ||
| Diluted | $ 4.00 | $ (2.34) |
The accompanying notes are an integral part of the parent corporation only financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
- 7 -
MERIDA INDUSTRY CO., LTD.
PARENT CORPORATION ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Shares (Note 18) | Capital Surplus (Note 18) | Retained Earnings (Notes 18 and 23) | Other Equity Exchange Differences on Translating the Financial Statements of Foreign Operations | Total Equity | |||
|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | |||||
| BALANCE AT JANUARY 1, 2024 | $ 2,989,838 | $ 630,152 | $ 3,937,840 | $ 666,194 | $ 12,934,212 | $ (638,687) | $ 20,519,549 |
| Appropriation of 2023 earnings | |||||||
| Legal reserve | - | - | 178,738 | - | (178,738) | - | - |
| Reversal of special reserve | - | - | - | (27,507) | 27,507 | - | - |
| Cash dividends distributed by the Corporation | - | - | - | - | (1,793,903) | - | (1,793,903) |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | 310,306 | - | - | - | - | 310,306 |
| Changes in ownership interests in subsidiaries | - | - | - | - | (11,555) | - | (11,555) |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (699,103) | - | (699,103) |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 45,360 | 924,799 | 970,159 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | - | (653,743) | 924,799 | 271,056 |
| BALANCE AT DECEMBER 31, 2024 | 2,989,838 | 940,458 | 4,116,578 | 638,687 | 10,323,780 | 286,112 | 19,295,453 |
| Appropriation of 2024 earnings | |||||||
| Reversal of special reserve | - | - | - | (638,687) | 638,687 | - | - |
| Cash dividends distributed by the Corporation | - | - | - | - | (1,195,935) | - | (1,195,935) |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | 251,620 | - | - | - | - | 251,620 |
| Difference between consideration received or paid and the carrying amount of the subsidiaries' net assets during actual disposal or acquisition (Note 23) | - | - | - | - | (4,623) | - | (4,623) |
| Changes in ownership interests in subsidiaries | - | - | - | - | (1,150) | - | (1,150) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 1,200,210 | - | 1,200,210 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 16,124 | (168,851) | (152,727) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 1,216,334 | (168,851) | 1,047,483 |
| BALANCE AT DECEMBER 31, 2025 | $ 2,989,838 | $ 1,192,078 | $ 4,116,578 | $ - | $ 10,977,093 | $ 117,261 | $ 19,392,848 |
The accompanying notes are an integral part of the parent corporation only financial statements.
(With Deloitte & Touche audit report dated March 12, 2026)
MERIDA INDUSTRY CO., LTD.
PARENT CORPORATION ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit (loss) before income tax | $ 1,482,743 | $ (929,517) |
| Adjustments for: | ||
| Depreciation expense | 85,643 | 98,031 |
| Amortization expense | 15,452 | 17,175 |
| Expected credit loss recognized on trade receivables | 1,399 | 1,667 |
| Net loss (gain) on fair value changes of financial assets at fair value through profit or loss | 22,111 | (6,027) |
| Interest expense | 85,200 | 84,424 |
| Interest income | (124,406) | (85,815) |
| Dividend income | (2,883) | (2,644) |
| Share of profit (loss) of subsidiaries and associates | 95,467 | 3,196,932 |
| Gain on disposal of property, plant and equipment | (4) | - |
| Write-down (reversed) of inventories | 6,032 | (102,741) |
| Unrealized (realized) gain on transactions with associates | (446,856) | 79,132 |
| Unrealized net gain on foreign currency exchange | (36,190) | (56,950) |
| Changes in operating assets and liabilities | ||
| Financial assets at fair value through profit or loss | 606 | 153,214 |
| Notes receivable | (1,343) | 3,561 |
| Trade receivables | (23,678) | (273,516) |
| Other receivables | 185,368 | (119,024) |
| Inventories | 1,764,936 | (1,137,991) |
| Other current assets | (47,495) | (61,380) |
| Contract liabilities | (121,374) | 109,105 |
| Notes and trade payables | (1,120,395) | 1,612,188 |
| Other payables | 30,304 | (121,035) |
| Other current liabilities | 34,405 | 3,777 |
| Net defined benefit assets | (5,866) | (9,275) |
| Cash generated from operations | 1,879,176 | 2,453,291 |
| Interest received | 111,786 | 88,416 |
| Dividends received | 306,162 | 682,235 |
| Interest paid | (85,405) | (84,661) |
| Income tax paid | (144,627) | (939,022) |
| Net cash generated from operating activities | 2,067,092 | 2,200,259 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of property, plant and equipment | (44,603) | (29,199) |
| Proceeds from disposal of property, plant and equipment | 185 | - |
| Decrease in refundable deposits | 161 | 30 |
| Payments for intangible assets | (3,084) | (1,678) |
| Increase in prepayments for equipment | (859) | (45,000) |
| Net cash used in investing activities | (48,200) | (75,847) |
(Continued)
MERIDA INDUSTRY CO., LTD.
PARENT CORPORATION ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from (repayments of) short-term bank loans | $ (695,200) | $ 348,974 |
| Proceeds from guarantee deposits received | 9,115 | 14 |
| Repayment of the principal portion of lease liabilities | (8,660) | (22,106) |
| Dividends paid to owners of the Corporation | (1,195,935) | (1,793,903) |
| Acquisition of additional interests in subsidiaries | (336,694) | (17,313) |
| Increase in prepayments for investment | - | (315,721) |
| Net cash used in financing activities | (2,227,374) | (1,800,055) |
| NET INCREASE (DECREASE) IN CASH | (208,482) | 324,357 |
| CASH AT THE BEGINNING OF THE YEAR | 2,294,519 | 1,970,162 |
| CASH AT THE END OF THE YEAR | $ 2,086,037 | $ 2,294,519 |
The accompanying notes are an integral part of the parent corporation only financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
- 10 -
MERIDA INDUSTRY CO., LTD.
NOTES TO PARENT CORPORATION ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Merida Industry Co., Ltd. (the "Corporation") was incorporated in September 1972 in the Republic of China (ROC). It manufactures and sells bicycles and related parts.
Shares of the Corporation have been listed on the Taiwan Stock Exchange (TWSE) since September 1992.
The parent corporation only financial statements are presented in the Corporation's functional currency, the New Taiwan dollar.
2. APPROVAL OF PARENT CORPORATION ONLY FINANCIAL STATEMENTS
The parent corporation only financial statements were approved by the Corporation's board of directors on March 12, 2026.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the "IFRS Accounting Standards") endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Amendments to IAS 21 "Lack of Exchangeability"
The initial application of the Amendments to IAS 21 "Lack of Exchangeability" did not have a material impact on the Corporation's accounting policies.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2026
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” | January 1, 2026 |
| Annual Improvements to IFRS Accounting Standards - Volume 11 | January 1, 2026 |
| IFRS 17 “Insurance Contracts” (including the 2020 and 2021 amendments to IFRS 17) | January 1, 2023 |
Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”
1) The amendments to the application guidance of classification of financial assets
The amendments mainly amend the requirements for the classification of financial assets, including:
a) If a financial asset contains a contingent feature that could change the timing or amount of contractual cash flows and the contingent event itself does not relate directly to changes in basic lending risks and costs (e.g., whether the debtor achieves a contractually specified reduction in carbon emissions), the financial asset has contractual cash flows that are solely payments of principal and interest on the principal amount outstanding if, and only if,
- In all possible scenarios (before and after the occurrence of a contingent event), the contractual cash flows are solely payments of principal and interest on the principal amount outstanding; and
- In all possible scenarios, the contractual cash flows would not be significantly different from the contractual cash flows on a financial instrument with identical contractual terms, but without such a contingent feature.
b) To clarify that a financial asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.
c) To clarify that the characteristics of contractually linked instruments include a prioritization of payments to the holders of financial assets using multiple contractually linked instruments (tranches) established through a waterfall payment structure, resulting in concentrations of credit risk and a disproportionate allocation of cash shortfalls from the underlying pool between the tranches.
2) The amendments to the application guidance of derecognition of financial liabilities
The amendments mainly stipulate that a financial liability is derecognized on the settlement date. However, when settling a financial liability in cash using an electronic payment system, the Corporation can choose to derecognize the financial liability before the settlement date if, and only if, the Corporation has initiated a payment instruction that resulted in:
- The Corporation having no practical ability to withdraw, stop or cancel the payment instruction;
- The Corporation having no practical ability to access the cash to be used for settlement as a result of the payment instruction; and
- The settlement risk associated with the electronic payment system being insignificant.
An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.
Except for the above impact, as of the date the parent corporation only financial statements were authorized for issue, the Corporation has assessed that the application of the above standards and interpretations will not have a material impact on the Corporation’s financial position and financial performance.
- 12 -
c. New IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” | To be determined by IASB |
| IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 (Note 2) |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (including the 2025 amendments to IFRS 19) | January 1, 2027 |
| Amendments to IAS 21 “Translation to a Hyperinflationary Presentation Currency” | January 1, 2027 |
Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: On September 25, 2025, the FSC announced that IFRS 18 will take effect starting from January 1, 2028. Domestic entities could elect to apply IFRS 18 for an earlier period after the endorsement of IFRS 18 by the FSC.
IFRS 18 “Presentation and Disclosure in Financial Statements” and consequential amendments
IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:
- To classify items of income and expenses presented in the statement of profit or loss into the operating, investing, financing, income taxes and discontinued operations categories, the Corporation shall assess whether it has specified main business activities of investing in particular types of assets and providing financing to customers.
- The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.
- Provides guidance to enhance the requirements of aggregation and disaggregation: The Corporation shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Corporation shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Corporation labels items as “other” only if it cannot find a more informative label.
- Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Corporation as a whole, the Corporation shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
In addition, the following consequential amendments have been made to IAS 7 “Statement of Cash Flows”:
-
The Corporation shall use operating profit or loss as the starting point when presenting cash flows from operating activities under the indirect method.
-
13 -
- Interest and dividends received by the Corporation shall be classified as investing activities, while interest and dividends paid shall be classified as financing activities. However, if, after assessment, the Corporation has a specific main operating activity, it shall determine how to classify dividends received, interest received and interest paid in the statement of cash flows by referring to how it classifies dividend income, interest income and interest expense in the statement of profit or loss. The total of each of these cash flows shall be classified in a single category in the statement of cash flows.
Except for the above impact, As of the date the parent corporation only financial statements were authorized for issue, the Corporation is continuously assessing other impacts of the above amended standards and interpretations on the Corporation financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
a. Statement of compliance
The parent corporation only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the "Regulations").
b. Basis of preparation
The parent corporation only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value, and net defined benefit assets that are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing these parent corporation only financial statements, the Corporation used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent corporation only financial statements to be the same as the amounts attributable to the owners of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent corporation only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income of subsidiaries and associates and the related equity items, as appropriate, in these parent corporation only financial statements.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
- 14 -
3) Cash unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Corporation does not have the substantial right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Foreign currencies
In preparing the parent corporation only financial statements, transactions in currencies other than the Corporation’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.
In preparing the parent corporation only financial statements, assets and liabilities of the foreign operations are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated into the New Taiwan dollar at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
e. Inventories
Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at their weighted-average cost on the balance sheet date.
f. Investments in subsidiaries
The Corporation uses the equity method to account for its investments in subsidiaries.
A subsidiary is an entity that is controlled by the Corporation.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries.
Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are accounted for as equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
- 15 -
When the Corporation’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the subsidiary), the Corporation continues recognizing its share of further losses, if any.
Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.
The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
Profits or losses resulting from downstream transactions is eliminated in full only in the parent corporation only financial statements. Profit and losses resulting from upstream transactions and transactions between subsidiaries is recognized only in the parent corporation only financial statements and only to the extent of interests in the subsidiaries that are not related to the Corporation.
g. Investments in associates
An associate is an entity over which the Corporation has significant influence and is neither a subsidiary nor an interest in a joint venture.
The Corporation uses the equity method to account for its investments in associates.
Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the associate. The Corporation also recognizes the changes in the Corporation’s share of equity of associates.
Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted from using the equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of an associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
- 16 -
When the Corporation’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the associate), the Corporation discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Corporation has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
When the Corporation transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the parent corporation only financial statements only to the extent of interests in the associate that are not related to the Corporation.
h. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
i. Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
j. Impairment of property, plant and equipment, right-of-use assets and intangible assets
At the end of each reporting period, the Corporation reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets other than goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit to which the asset belongs assets.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
- 17 -
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount (less amortization or depreciation) that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
k. Financial instruments
Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in gains or losses. Fair value is determined in the manner described in Note 25.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
i) The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash, notes and trade receivables, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
- 18 -
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:
i) Significant financial difficulty of the issuer or the borrower;
ii) Breach of contract, such as a default;
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
iv) The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Corporation may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
- 19 -
The Corporation always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Corporation recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Corporation measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
For internal credit risk management purposes, the Corporation considers the following situations as indication that a financial asset is in default (without taking into account any collateral held by the Corporation):
i. Internal or external information shows that the debtor is unlikely to pay its creditors.
ii. Financial asset is more than 360 days past due unless the Corporation has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
c) Derecognition of financial assets
The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Corporation are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Corporation's own equity instruments is recognized in and deducted directly from equity, and its carrying amounts are calculated based on weighted average by share types. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Corporation's own equity instruments.
- 20 -
3) Financial liabilities
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4) Derivative financial instruments
The Corporation enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.
- Revenue recognition
The Corporation identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
For contracts where the period between the date on which the Corporation transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Corporation does not adjust the promised amount of consideration for the effects of a significant financing component.
Revenue from the sale of goods is recognized as revenue when the goods are delivered to the customer's specific location or when the goods are shipped, because it is the time when the customer has full discretion over the manner of distribution and bears the risks. Trade receivables are recognized concurrently. The transaction price received is recognized as a contract liability until the goods have been delivered to the customer.
The Corporation does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
m. Leases
At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.
1) The Corporation as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
- 21 -
2) The Corporation as lessee
The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the parent company only balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term the Corporation remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the parent company only balance sheets.
n. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service costs, net interest and remeasurement) under the defined retirement benefit plans are determined using the projected unit credit method. Service costs and net interest on the net defined benefit liabilities are recognized as employee benefits expenses in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Net defined benefit assets represent the actual surplus in the Corporation’s defined benefit plans.
- 22 -
o. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
2) Deferred tax
Deferred tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which liabilities are settled or assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.
- 23 -
- 24 -
5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Corporation’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
When the Corporation develops material accounting estimates, the Corporation considers the possible impact of US reciprocal tariffs. The estimates and underlying assumptions are reviewed on an ongoing basis.
Based on the assessment of the Corporation’s management, the accounting policies, estimates, and assumptions adopted by the Corporation have not been subject to material accounting judgements, estimates and assumptions uncertainty.
6. CASH
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash on hand | $ 280 | $ 262 |
| Checking accounts and demand deposits | 2,085,757 | 2,294,257 |
| $ 2,086,037 | $ 2,294,519 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets | ||
| Non-derivative financial assets | ||
| Domestic listed shares | $ 35,047 | $ 57,764 |
8. TRADE RECEIVABLES - NON-RELATED PARTIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Trade receivables | $ 254,902 | $ 255,757 |
| Less: Allowance for impairment loss | (1,275) | (1,279) |
| $ 253,627 | $ 254,478 |
In principle, the payment term granted to customers is 90 days from the invoice date and D/A or O/A of 60 to 120 days. The Corporation adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Corporation uses other publicly available financial information or its own trading records to rate its major customers. The Corporation’s exposure and the credit ratings of its counterparties are continuously monitored.
In order to minimize credit risk, the management of the Corporation has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Corporation reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Corporation’s credit risk was significantly reduced.
The Corporation measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. The Corporation determines the expected credit loss rate by reference to the past due days of trade receivables.
The Corporation writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables of the Corporation:
December 31, 2025
| Not Past Due | Past Due Within 3 Months | Total | |
|---|---|---|---|
| Expected credit loss rate | 0%-0.5% | 3% | |
| Gross carrying amount | $ 254,902 | $ - | $ 254,902 |
| Loss allowance (Lifetime ECLs) | (1,275) | - | (1,275) |
| Amortized cost | $ 253,627 | $ - | $ 253,627 |
December 31, 2024
| Not Past Due | Past Due Within 3 Months | Total | |
|---|---|---|---|
| Expected credit loss rate | 0%-0.5% | 3% | |
| Gross carrying amount | $ 255,757 | $ - | $ 255,757 |
| Loss allowance (Lifetime ECLs) | (1,279) | - | (1,279) |
| Amortized cost | $ 254,478 | $ - | $ 254,478 |
The movements of the loss allowance of trade receivables were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 1,279 | $ 1,506 |
| Net reversal of loss allowance | (4) | (227) |
| Balance at December 31 | $ 1,275 | $ 1,279 |
- 26 -
9. INVENTORIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Finished goods | $ 1,072,015 | $ 1,750,135 |
| Work in process | 87,794 | 104,915 |
| Raw materials and supplies | 1,336,511 | 2,367,753 |
| Inventory in transit | 23,031 | 67,516 |
| $ 2,519,351 | $ 4,290,319 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2025 and 2024 was $17,459,032 thousand and $15,938,591 thousand, respectively. The cost of goods sold for the years ended December 31, 2025 and 2024 included inventory write-downs (reversals) of $6,032 thousand and $(102,741) thousand, respectively. Previous write-downs were reversed because slow moving inventories were sold.
10. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets - non-current | ||
| Overseas unlisted shares | $ 89,220 | $ 89,220 |
| Domestic unlisted shares | 3,400 | 3,400 |
| $ 92,620 | $ 92,620 |
These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Corporation's strategy of holding these investments for long-term purposes.
11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Investments in subsidiaries | $ 4,223,682 | $ 3,699,135 |
| Investments in associates | 16,260,388 | 16,023,996 |
| $20,484,070 | $19,723,131 |
a. Investments in subsidiaries
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unlisted shares | ||
| Merida International (B.V.I) Ltd. (“Merida B.V.I.”) | $ 2,869,909 | $ 3,061,868 |
| Merida & Centurion Germany GmbH (“Merida & Centurion”) | 1,169,409 | 501,510 |
| Merida Polska Sp.z.o.o (“Merida Polska”) | 62,169 | 38,449 |
| Merida Norge A.S. (“Merida Norge”) | 62,059 | 40,265 |
| Merida Bicycles Ltd. (“Merida U.K.”) | 60,136 | 57,043 |
| $ 4,223,682 | $ 3,699,135 | |
| Credit Balance of Investments Accounted for Using the Equity Method | ||
| Merida Japan Co., Ltd (“Merida Japan”) | $ 54,563 | $ 28,635 |
| Merida Benelux B.V. (“Merida Benelux”) | 42,832 | 51,782 |
| $ 97,395 | $ 80,417 |
The proportion of ownership and voting rights of investments in subsidiaries for the Corporation was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Merida B.V.I. | 100% | 100% |
| Merida & Centurion (Note 23) | 90% | 51% |
| Merida Polska | 74% | 74% |
| Merida Norge (Note 23) | 80% | 80% |
| Merida U.K. | 81% | 81% |
| Merida Japan (Note 23) | 98% | 90% |
| Merida Benelux | 60% | 60% |
On August 12, 2024, the Corporation's board of directors resolved to purchase 39% of the shares of Merida & Centurion from the shareholder and managing director of Wolfgang Renner for EUR17,273,800. The parties signed the contract on October 16, 2024. In November 2024, the Corporation made a prepayment of EUR 9,000,000 for the investment, however and the transfer of equity was completed in September, 2025.
Refer to Table 6 "Information on Investees" following the Notes to Financial Statements for the nature of activities, principal places of business and countries of incorporation of the Corporation's subsidiaries.
b. Investments in associates
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unlisted shares | ||
| Specialized Bicycle Components Holding Company, Inc. (“SBC”) | $ 15,970,171 | $ 15,770,662 |
| SAIL & SURF GMBH. (“SAIL & SURF”) | 135,842 | 121,889 |
| Merida Bikes SWE, S.A (“Merida Bikes SWE”) | 62,732 | 50,857 |
| Merida Czech s.r.o (“Merida Czech”) | 54,476 | 42,818 |
| Merida Slovakia s.r.o (“Merida Slovakia”) | 29,492 | 26,963 |
| Merida Korea Inc. (“Merida Korea”) | 6,314 | 3,587 |
| Merida Italy S.r.l (“Merida Italy”) | 1,361 | 7,220 |
| $ 16,260,388 | $ 16,023,996 |
The Corporation's proportion of ownership and voting rights of investments in associates was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| SBC | 35% | 35% |
| SAIL & SURF | 40% | 40% |
| Merida Bikes SWE | 36% | 36% |
| Merida Czech | 45% | 45% |
| Merida Slovakia | 30% | 30% |
| Merida Korea | 40% | 40% |
| Merida Italy | 28% | 27% |
Merida Italy underwent a restructuring of its corporate organization in September 2025 and transferred treasury shares to its shareholders, resulting in the corporation's ownership stake increasing from 27% to 28%.
Refer to Table 6 "Information on Investees" following the Notes to Financial Statements for the nature of activities, principal place of business and country of incorporation of the Corporation's associates.
The aggregate financial information of associates is as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| The Corporation's share of: | ||
| Net loss for the year | $ 92,064 | $ (4,064,696) |
| Other comprehensive income (loss) for the year | 325,781 | (319,521) |
| Total comprehensive income (loss) for the year | $ 417,845 | $ (4,384,217) |
12. PROPERTY, PLANT AND EQUIPMENT
| For the Year Ended December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Land | Buildings | Machinery and Equipment | Transportation Equipment | Miscellaneous Equipment | Total | |
| Cost | ||||||
| Balance at January 1 | $ 478,692 | $ 652,685 | $ 270,775 | $ 580 | $ 76,585 | $1,479,317 |
| Additions | - | - | 12,080 | - | 32,523 | 44,603 |
| Disposals | - | - | (16,533) | (510) | (21,579) | (38,622) |
| Reclassifications | - | - | - | - | 45,000 | 45,000 |
| Balance at December 31 | $ 478,692 | $ 652,685 | $ 266,322 | $ 70 | $ 132,529 | $1,530,298 |
| Accumulated depreciation | ||||||
| Balance at January 1 | $ - | $ 377,712 | $ 179,972 | $ 461 | $ 33,727 | $ 591,872 |
| Additions | - | 13,053 | 31,407 | 74 | 32,644 | 77,178 |
| Disposals | - | - | (16,533) | (510) | (21,398) | (38,441) |
| Balance at December 31 | $ - | $ 390,765 | $ 194,846 | $ 25 | $ 44,973 | $ 630,609 |
| Carrying amount at December 31 | $ 478,692 | $ 261,920 | $ 71,476 | $ 45 | $ 87,556 | $ 899,689 |
| For the Year Ended December 31, 2024 | ||||||
| Land | Buildings | Machinery and Equipment | Transportation Equipment | Miscellaneous Equipment | Total | |
| Cost | ||||||
| Balance at January 1 | $ 478,692 | $ 651,189 | $ 287,013 | $ 968 | $ 93,500 | $1,511,362 |
| Additions | - | 748 | 5,250 | 70 | 23,131 | 29,199 |
| Disposals | - | - | (37,988) | (458) | (40,046) | (78,492) |
| Reclassifications | - | 748 | 16,500 | - | - | 17,248 |
| Balance at December 31 | $ 478,692 | $ 652,685 | $ 270,775 | $ 580 | $ 76,585 | $1,479,317 |
| Accumulated depreciation | ||||||
| Balance at January 1 | $ - | $ 363,941 | $ 184,282 | $ 799 | $ 44,823 | $ 593,845 |
| Additions | - | 13,771 | 33,678 | 120 | 28,950 | 76,519 |
| Disposals | - | - | (37,988) | (458) | (40,046) | (78,492) |
| Balance at December 31 | $ - | $ 377,712 | $ 179,972 | $ 461 | $ 33,727 | $ 591,872 |
| Carrying amount at December 31 | $ 478,692 | $ 274,973 | $ 90,803 | $ 119 | $ 42,858 | $ 887,445 |
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings
- Main buildings: 25-60 years
- Ancillary work: 4-55 years
- Machinery and equipment: 8-15 years
- Transportation equipment: 5 years
- Miscellaneous equipment: 3-15 years
13. LEASE ARRANGEMENTS
a. Right-of-use assets
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amounts | ||
| Land | $ 2,123 | $ 342 |
| Buildings | 22,601 | - |
| Transportation equipment | 3,917 | 5,687 |
| $ 28,641 | $ 6,029 | |
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Additions to right-of-use assets | $ 31,077 | $ 2,844 |
| Depreciation charge for right-of-use assets | ||
| Land | $ 1,009 | $ 1,016 |
| Buildings | 2,916 | 16,418 |
| Transportation equipment | 4,540 | 4,078 |
| $ 8,465 | $ 21,512 |
Except for the aforementioned additions and recognized depreciation, the Corporation did not have significant sublease or impairment of right-of-use assets for the years ended December 31, 2025 and 2024.
b. Lease liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amounts | ||
| Current | $ 11,875 | $ 3,714 |
| Non-current | $ 16,866 | $ 2,337 |
Range of discount rates for lease liabilities was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Land | 1.725% | 1.725% |
| Buildings | 1.725% | - |
| Transportation equipment | 1.04%-1.725% | 1.04%-1.725% |
c. Material lease activities and terms
The Corporation leases certain land, buildings and transportation equipment for product manufacturing and operational uses with lease terms of 2 to 5 years. According to the lease contract, the Corporation does not have bargain purchase options to acquire the land, buildings and transportation equipment at the end of the lease terms.
d. Other lease information
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expenses relating to short-term leases | $ 15,060 | $ 3,521 |
| Expenses relating to low-value asset leases | $ 215 | $ 159 |
| Total cash outflow for leases | $ (23,935) | $ (25,786) |
The Corporation leases certain office equipment and miscellaneous equipment which qualify as short-term leases and low-value asset leases. The Corporation has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
- INTANGIBLE ASSETS
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cost | ||
| Balance at January 1 | $ 70,722 | $ 59,646 |
| Additions | 3,084 | 11,918 |
| Disposals | (109) | (842) |
| Balance at December 31 | $ 73,697 | $ 70,722 |
| Accumulated amortization | ||
| Balance at January 1 | $ 48,554 | $ 32,221 |
| Amortization expenses | 15,452 | 17,175 |
| Disposals | (109) | (842) |
| Balance at December 31 | $ 63,897 | $ 48,554 |
| Carrying amount at January 1 | $ 22,168 | $ 27,425 |
| Carrying amount at December 31 | $ 9,800 | $ 22,168 |
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Computer software 3-5 years
- 32 -
15. SHORT-TERM BANK BORROWINGS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unsecured borrowings | $ 4,358,400 | $ 5,053,600 |
| Rate of interest per annum (%) | ||
| Unsecured borrowings | 1.75-1.94 | 1.78-1.92 |
16. OTHER PAYABLES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Payables for compensation of employees | $ 97,335 | $ - |
| Payables for salaries and bonuses | 95,074 | 179,735 |
| Payables for remuneration of directors | 42,179 | - |
| Others | 73,087 | 98,115 |
| $ 307,675 | $ 277,850 |
17. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plans adopted by the Corporation in accordance with the Labor Standards Act. The Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation contributes amounts equal to 6% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee's name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the "Bureau"); the Corporation has no right to influence the investment policy and strategy. According to the regulations for employees' retirement policy, the Corporation reserves 4% of monthly salaries and wages of appointed managers as an employee retirement reserve (recognized as net defined benefit assets).
The amounts included in the balance sheets in respect of the Corporation’s defined benefit plan were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Present value of defined benefit obligation | $ 327,133 | $ 366,071 |
| Fair value of plan assets | (431,244) | (456,845) |
| Net defined benefit assets | $ (104,111) | $ (90,774) |
Movements in net defined benefit assets were as follows:
| Present Value of the Defined Benefit Obligation | Fair Value of the Plan Assets | Net Defined Benefit Assets | |
|---|---|---|---|
| Balance at January 1, 2025 | $ 366,071 | $ (456,845) | $ (90,774) |
| Service cost | |||
| Current service cost | 1,599 | - | 1,599 |
| Net interest expense (income) | 5,484 | (6,971) | (1,487) |
| Recognized in profit or loss | 7,083 | (6,971) | 112 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (32,533) | (32,533) |
| Actuarial (gain) loss | |||
| Changes in financial assumptions | 4,013 | - | 4,013 |
| Experience adjustments | 21,049 | - | 21,049 |
| Recognized in other comprehensive (income) loss | 25,062 | (32,533) | (7,471) |
| Contributions from the employer | - | (3,838) | (3,838) |
| Benefits paid | (71,083) | 68,943 | (2,140) |
| Balance at December 31, 2025 | $ 327,133 | $ (431,244) | $ (104,111) |
| Balance at January 1, 2024 | $ 430,560 | $ (449,689) | $ (19,129) |
| Service cost | |||
| Current service cost | 2,441 | - | 2,441 |
| Net interest expense (income) | 5,754 | (6,052) | (298) |
| Recognized in profit or loss | 8,195 | (6,052) | 2,143 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (41,670) | (41,670) |
| Actuarial (gain) loss | |||
| Changes in financial assumptions | (4,587) | - | (4,587) |
| Changes in demographic assumptions | 497 | - | 497 |
| Experience adjustments | (16,610) | - | (16,610) |
| Recognized in other comprehensive income | (20,700) | (41,670) | (62,370) |
| Contributions from the employer | - | (4,213) | (4,213) |
| Benefits paid | (51,984) | 44,779 | (7,205) |
| Balance at December 31, 2024 | $ 366,071 | $ (456,845) | $ (90,774) |
Through the defined benefit plan under the Labor Standards Act, the Corporation is exposed to the following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government and corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans' debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | 1.40% | 1.60% |
| Expected rate of salary increase | 2.25% | 2.25% |
If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | ||
| 0.50% increase | $ (9,873) | $ (11,037) |
| 0.50% decrease | $ 10,425 | $ 11,661 |
| Expected rate of salary increase | ||
| 0.50% increase | $ 10,289 | $ 11,533 |
| 0.50% decrease | $ (9,844) | $ (11,025) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expected contributions to the plans for the next year | $ 3,452 | $ 4,257 |
| Average duration of the defined benefit obligation | 6.3 years | 6.3 years |
18. EQUITY
a. Ordinary shares
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Number of shares authorized (in thousands) | 350,000 | 350,000 |
| Shares authorized | $ 3,500,000 | $ 3,500,000 |
| Number of shares issued and fully paid (in thousands) | 298,984 | 298,984 |
| Shares issued | $ 2,989,838 | $ 2,989,838 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
b. Capital surplus
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| May be used to offset a deficit, distributed as cash dividends or transferred to share capital (Note) | ||
| Issuance of ordinary shares | $ 416,290 | $ 416,290 |
| May only be used to offset a deficit | ||
| Changes in capital surplus from investments in associates accounted for using the equity method | 775,788 | 524,168 |
| $ 1,192,078 | $ 940,458 |
Note: Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the amended Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to Note 20(b) employees’ compensation and remuneration of directors.
According to the dividends policy of the Corporation, the total dividends distributed shall be 5% to 60% of the distributable retained earnings of the current year. In addition, cash dividends distributed should be at least 10% of the total dividends distributed.
The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
- 35 -
The appropriations of earnings and earnings per share approved in the shareholders' meetings in June 2025 and 2024, respectively, were as follows:
| Appropriation of Earnings | Dividends Per Share (NT$) | |||
|---|---|---|---|---|
| For the Year Ended December 31 | For the Year Ended December 31 | |||
| 2024 | 2023 | 2024 | 2023 | |
| Legal reserve | $ - | $ 178,738 | ||
| Reversal of special reserve | (638,687) | (27,507) | ||
| Cash dividends | 1,195,935 | 1,793,903 | $ 4.0 | $ 6.0 |
The appropriation of earnings for 2025, which was proposed by the Corporation's board of directors on March 12, 2026, was as follows:
| Appropriation of Earnings | Dividends Per Share (NT$) | |
|---|---|---|
| Legal reserve | $ 121,056 | |
| Cash dividends | 837,155 | $ 2.8 |
The appropriation of earnings for 2025 will be resolved by the shareholders in their meeting to be held on June 24, 2026.
19. REVENUE
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | ||
| Revenue from sale of goods | $19,299,769 | $18,215,546 |
a. Contract balances
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Notes and trade receivables | $ 3,991,394 | $ 3,928,812 | $ 3,602,997 |
| Contract liabilities - current | $ 2,847 | $ 124,221 | $ 15,116 |
b. Disaggregation of revenue
Refer to Statement 9 in the Statements of Major Accounting Items for information about the disaggregation of revenue.
20. NET PROFIT FROM CONTINUING OPERATIONS
a. Employee benefits expense, depreciation and amortization expenses
| Operating Costs | Operating Expenses | Non-Operating Expenses | Total | |
|---|---|---|---|---|
| For the Year Ended December 31, 2025 | ||||
| Short-term employee benefits | ||||
| Salary expenses | $ 639,743 | $ 136,227 | $ 14,626 | $ 790,596 |
| Labor and health insurance costs | 62,590 | 8,559 | 1,812 | 72,961 |
| Post-employment benefits | ||||
| Defined contribution plans | 20,290 | 3,093 | 700 | 24,083 |
| Defined benefit plans | 87 | 23 | 2 | 112 |
| Remuneration of directors | - | 46,997 | - | 46,997 |
| Other employee benefits | 21,288 | 2,106 | 234 | 23,628 |
| Depreciation expense | 61,807 | 23,836 | - | 85,643 |
| Amortization expense | 600 | 14,852 | - | 15,452 |
| For the Year Ended December 31, 2024 | ||||
| Short-term employee benefits | ||||
| Salary expenses | 559,810 | 127,828 | 13,824 | 701,462 |
| Labor and health insurance costs | 61,186 | 9,536 | 1,991 | 72,713 |
| Post-employment benefits | ||||
| Defined contribution plans | 19,810 | 2,917 | 804 | 23,531 |
| Defined benefit plans | 910 | 1,176 | 57 | 2,143 |
| Remuneration of directors | - | 4,879 | - | 4,879 |
| Other employee benefits | 19,802 | 2,199 | 214 | 22,215 |
| Depreciation expense | 77,396 | 20,635 | - | 98,031 |
| Amortization expense | 450 | 16,725 | - | 17,175 |
1) As of December 31, 2025 and 2024, the Corporation had 1,243 and 1,296 employees, respectively. Among them, the number of directors not concurrently serving as employees was 7 for both years, the basis of calculation is the same as employee benefits expenses.
2) The average employee benefits expense was NT$737 thousand and NT$638 thousand for the years ended December 31, 2025 and 2024, respectively.
3) The average employee salary expense was NT$640 thousand and NT$544 thousand for the years ended December 31, 2025 and 2024, respectively.
4) Average employee salary expenses increased by 17.6%.
5) The Corporation does not have supervisors.
6) The Corporation’s salary and compensation policy is as follows:
a) The salary and compensation of employees shall be decided in accordance with the Corporation’s remuneration management policy and related regulations, with reference to industry practices. It shall be approved by the remuneration committee to ensure the competitiveness of remuneration for the purpose of motivation and retention of talent.
b) The remuneration of directors shall be decided in accordance with the Corporation’s Articles of Incorporation and shall be approved by the remuneration committee.
- 37 -
b. Employees' compensation and remuneration of directors
According to the Corporation's Articles of Incorporation, the Corporation accrued employees' compensation and remuneration of directors at rates of no less than 5% and no higher than 5%, respectively, of net profit before income tax, employees' compensation, and remuneration of directors. In accordance with the amendments to the Securities and Exchange Act in August 2024, the shareholders of the Corporation resolved the amendments to the Corporation's Articles at their 2025 regular meeting. The amendments explicitly stipulate the allocation of 30% of the compensation of employees as compensation distributions for non-executive employees. The compensation of employees and remuneration of directors were not accrued because of the pre-tax net loss of the years ended December 31, 2024. The employees' compensation and remuneration of directors for the years ended December 31, 2025, which was approved by the Corporation's board of directors on March 12, 2026, are as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | ||
| Cash | Accrual Rate | Amount |
| Employees' compensation | 6% | $ 97,335 |
| Remuneration of directors | 2.6% | 42,179 |
If there is a change in the amounts after the annual parent corporation only financial statements are authorized for issue, the differences are recorded as a change in the accounting estimates.
There is no difference between the actual amounts of employees' compensation and remuneration of directors paid and the amounts recognized in the parent corporation only financial statements for the years ended December 31, 2024 and 2023.
Information on the employees' compensation and remuneration of directors resolved by the Corporation's board of directors is available at the Market Observation Post System website of the TWSE.
- TAXES
a. Major components of tax expense (benefit) recognized in profit or loss
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | ||
| In respect of the current year | $ 294,689 | $ 550,248 |
| Adjustments for prior years | (17,861) | (42,791) |
| 276,828 | 507,457 | |
| Deferred tax | ||
| In respect of the current year | 5,705 | (737,871) |
| Income tax expense (benefit) recognized in profit or loss | $ 282,533 | $ (230,414) |
A reconciliation of accounting profit and income tax expense is as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Income tax (benefit) expense calculated at the statutory rate on pre-tax net income (loss) | $ 296,548 | $ (185,904) |
| Other | 3,846 | (1,719) |
| Adjustments for prior years’ tax | (17,861) | (42,791) |
| Income tax (benefit) expense recognized in profit or loss | $ 282,533 | $ (230,414) |
b. Current tax liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax liabilities | ||
| Income tax payable | $ 412,016 | $ 279,815 |
c. Changes in deferred tax assets and liabilities
| For the Year Ended December 31, 2025 | ||||
|---|---|---|---|---|
| Opening Balance | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
| Deferred tax assets | ||||
| Temporary differences | ||||
| Unrealized intercompany profit | $ 213,492 | $ (89,371) | $ - | $ 124,121 |
| Defined benefit obligations | 4,340 | (811) | - | 3,529 |
| Unrealized impairment loss on assets | 12,498 | - | - | 12,498 |
| Unrealized loss on inventories | 50,953 | 1,206 | - | 52,159 |
| Other | - | 9,952 | - | 9,952 |
| $ 281,283 | $ (79,024) | $ - | $ 202,259 | |
| Deferred tax liabilities | ||||
| Temporary differences | ||||
| Investments accounted for using the equity method | $ 3,468,450 | $ (70,162) | $ - | $ 3,398,288 |
| Reserve for land revaluation increment tax | 100,934 | - | - | 100,934 |
| Unrealized foreign currency exchange gains | 12,792 | (3,157) | - | 9,635 |
| Exchange differences on translation of the financial statements of foreign operations | 43,902 | - | (42,213) | 1,689 |
| $ 3,626,078 | $ (73,319) | $ (42,213) | $ 3,510,546 |
- 40 -
| For the Year Ended December 31, 2024 | ||||
|---|---|---|---|---|
| Opening Balance | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
| Deferred tax assets | ||||
| Temporary differences | ||||
| Unrealized intercompany profit | $ 197,666 | $ 15,826 | $ - | $ 213,492 |
| Defined benefit obligations | 4,840 | (500) | - | 4,340 |
| Unrealized impairment loss on assets | 12,498 | - | - | 12,498 |
| Unrealized loss on inventories | 71,642 | (20,689) | - | 50,953 |
| Unrealized foreign currency exchange losses | 19,278 | (19,278) | - | - |
| $ 305,924 | $ (24,641) | $ - | $ 281,283 | |
| Deferred tax liabilities | ||||
| Temporary differences | ||||
| Investments accounted for using the equity method | $ 4,243,754 | $ (775,304) | $ - | $ 3,468,450 |
| Reserve for land revaluation increment tax | 100,934 | - | - | 100,934 |
| Unrealized foreign currency exchange gains | - | 12,792 | - | 12,792 |
| Exchange differences on translation of the financial statements of foreign operations | - | - | 43,902 | 43,902 |
| $ 4,344,688 | $ (762,512) | $ 43,902 | $ 3,626,078 |
d. Income tax assessments
The income tax returns of the Corporation through 2023 have been assessed by the tax authorities.
22. EARNINGS (LOSS) PER SHARE
| Net Profit (Loss) | Number of Shares | Earnings (Loss) Per Share (NT$) | |
|---|---|---|---|
| For the Year Ended December 31, 2025 | |||
| Basic earnings per share | |||
| Net profit for the year | $ 1,200,210 | 298,983,800 | $ 4.01 |
| Effect of potentially dilutive ordinary shares: | |||
| Employees’ compensation | - | 1,176,970 | |
| Diluted earnings per share | |||
| Net profit for the year plus effect of potentially dilutive ordinary shares | $ 1,200,210 | 300,160,770 | $ 4.00 |
| For the Year Ended December 31, 2024 | |||
| Basic and diluted loss per share | |||
| Net loss available to ordinary shareholders of the parent | $ (699,103) | 298,983,800 | $ (2.34) |
The Corporation may settle compensation paid to employees in cash or shares; therefore, the Corporation assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares will be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year. Because of the net loss after tax in 2024, they are anti-dilutive and excluded from the computation of diluted loss per share if employee compensation is added potential common stock impact.
23. PARTIAL ACQUISITION OF SUBSIDIARIES - WITHOUT LOSS OF CONTROL
In February 2025, the Corporation participated in the cash capital increase of Merida Japan. As the Corporation subscribed more than its original ownership percentage, its equity interest increased from 90% to 98%. The transaction resulted in a decrease in retained earnings of $1,150 thousand.
In September 2025, the Corporation completed the acquisition of a 39% equity stake of Merida & Centurion from Wolfgang Renner (Other Related Party), increasing its shareholding from 51% to 90%. The transaction resulted in a decrease in retained earnings of $4,623 thousand.
In December 2024, the Corporation acquired a 5% equity stake of Merida Norge from Bike Holding AS (Other Related Party) for $17,313 thousand, increasing its shareholding from 75% to 80%.
The above transactions were accounted as equity transactions since the Corporation did not cease to have control over these subsidiaries.
24. CAPITAL MANAGEMENT
The Corporation manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The capital structure of the Corporation consists of net debt (borrowings offset by cash) and equity (comprising issued capital, reserves, retained earnings and other equity).
Key management personnel of the Corporation review the capital structure on an annual basis. As part of this review, the key management personnel considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Corporation may adjust the number of dividends paid to shareholders, the number of new shares issued or repurchased, and the amount of new debt issued or existing debt redeemed.
25. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
The carrying amounts of the Corporation’s financial assets and liabilities that are not measured at fair value approximated their fair values.
b. Fair value of financial instruments measured at fair value on a recurring basis
The Corporation’s financial assets at FVTPL, and financial assets at FVTOCI are measured at fair value using Level 1 inputs. There were no transfers between Levels 1 and 2 in the current and prior years.
- 41 -
c. Categories of financial instruments
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets | ||
| Financial assets at FVTPL | $ 35,047 | $ 57,764 |
| Financial assets at amortized cost | 6,259,350 | 6,555,551 |
| Financial assets at FVTOCI - equity instruments | 92,620 | 92,620 |
| Financial liabilities | ||
| Financial liabilities at amortized cost | 7,274,089 | 9,047,973 |
The balances include financial assets at amortized cost, which comprise cash, notes and trade receivables, other receivables and refundable deposits.
The balances of financial liabilities above include financial liabilities measured at amortized cost, which comprise short-term bank borrowings, notes and trade payables, other payables and guarantee deposits received.
d. Financial risk management objectives and policies
The Corporation's major financial instruments include equity investments, trade receivables, trade payables, borrowings, and lease liabilities. The Corporation's corporate treasury function provides services to the business, coordinates access to financial markets, and monitors and manages the financial risks relating to the operations of the Corporation through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.
The Corporation sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Corporation's policies approved by the board of directors and compliance with policies and exposure limits was reviewed according to the internal control policies on a continuous basis.
a) Market risk
The Corporation's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Corporation entered into forward foreign exchange forward contracts to hedge the exchange rate risk arising on imports and exports.
i. Foreign currency risk
The Corporation has foreign currency sales and purchases, which expose the Corporation to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing foreign exchange forward contracts.
The carrying amounts of the Corporation's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 31.
Sensitivity analysis
The Corporation was mainly exposed to the USD.
Assuming a 1% increase in the NTD against the USD, the pre-tax profit for the years ended December 31, 2025 and 2024 would have decreased in pre-tax profit by $37,687 thousand and increased in pre-tax loss by $36,332, respectively. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management's assessment of the reasonably possible change in foreign exchange rates was 1% for the years ended December 31, 2025 and 2024.
ii. Interest rate risk
The Corporation is exposed to interest rate risk because the Corporation borrowed funds at both fixed and floating interest rates.
The carrying amounts of the Corporation's financial assets and financial liabilities with exposure to interest rates were as follows.
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value interest rate risk | ||
| Financial liabilities | $ 1,828,741 | $ 906,051 |
| Cash flow interest rate risk | ||
| Financial assets | 2,085,757 | 2,294,257 |
| Financial liabilities | 2,558,400 | 4,153,600 |
Sensitivity analysis
The sensitivity analysis was determined based on the Corporation's exposure to interest rates at the end of the reporting period. For floating rate assets and liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 0.25% increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
If interest rates had been 0.25% higher and all other variables were held constant, the Corporation's pre-tax profit for the years ended December 31, 2025 and 2024 would have decreased in pre-tax profit by $1,182 thousand and increased in pre-tax loss by $4,648 thousand, respectively.
b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Corporation. As at the end of the reporting period, the Corporation's maximum exposure to credit risk which would cause a financial loss to the Corporation due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Corporation could arise from:
i. The carrying amount of the respective recognized financial assets as stated in the balance sheets; and
ii. The maximum amount the Corporation would have to pay if the financial guarantee is called upon, irrespective of the likelihood of the guarantee being exercised.
The Corporation's concentration of credit risk was mainly from the top 2 customers, which together accounted for 56% and 48% of the total trade receivables as of December 31, 2025 and 2024, respectively.
- 43 -
c) Liquidity risk
The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Corporation relies on bank borrowings as a significant source of liquidity. As of December 31, 2025 and 2024, the Corporation had available unutilized bank loan facilities of $13,120,488 thousand and $11,606,148 thousand, respectively.
Liquidity and interest rate risk table for non-derivative financial liabilities
The following table details the Corporation’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Corporation can be required to pay. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.
| On Demand or Less Than 1 Year | 1-2 Years | 2-5 Years | |
|---|---|---|---|
| December 31, 2025 | |||
| Non-interest bearing | $ 2,906,560 | $ - | $ - |
| Lease liabilities | 12,251 | 11,305 | 5,774 |
| Variable interest rate liabilities | 2,558,400 | - | - |
| Fixed interest rate liabilities | 1,800,000 | - | - |
| Financial guarantee contracts | 937,859 | 301,742 | 480,055 |
| $ 8,215,070 | $ 313,047 | $ 485,829 | |
| December 31, 2024 | |||
| Non-interest bearing | $ 3,994,359 | $ - | $ - |
| Lease liabilities | 3,775 | 1,390 | 989 |
| Variable interest rate liabilities | 4,153,600 | - | - |
| Fixed interest rate liabilities | 900,000 | - | - |
| Financial guarantee contracts | 767,328 | 323,863 | 522,376 |
| $ 9,819,062 | $ 325,253 | $ 523,365 |
The amounts included above for financial guarantee contracts are the maximum amounts the Corporation could be required to settle under the arrangement with an option to demand the full guaranteed amount if that amount is claimed by the counterparty to the guarantee. Based on expectations at the end of the reporting period, the Corporation considers that it is more likely than not that no amount will be payable under the arrangement.
- 45 -
26. TRANSACTIONS WITH RELATED PARTIES
Besides information disclosed elsewhere in the other notes, details of transactions between the Corporation and other related parties are disclosed below.
a. Related Party Categories/Names
| Related Party | Relationship with the Corporation |
|---|---|
| Merida Polska | Subsidiary |
| Merida Benelux | Subsidiary |
| Merida & Centurion | Subsidiary |
| Merida U.K. | Subsidiary |
| Merida B.V.I. | Subsidiary |
| Merida International (SAMOA) Ltd. (“Merida SAMOA”) | Subsidiary |
| Merida Industry (Hong Kong) Co., Ltd. (“Merida Hong Kong”) | Subsidiary |
| Merida Bicycle (China) Co., Ltd. (“Merida China”) | Subsidiary |
| Merida Bicycle (Shandong) Co., Ltd. (“Merida Shandong”) | Subsidiary |
| Merida Bicycle (Jiangsu) Ltd. (“Merida Jiangsu”) | Subsidiary |
| Merida Europe GmbH | Subsidiary |
| Merida R&D Center GmbH | Subsidiary |
| Merida Japan | Subsidiary |
| Miyata Cycle Co. Ltd., (“Miyata”) | Subsidiary |
| Merida Norge | Subsidiary |
| Merida Sverige AB (“Sverige”) | Subsidiary |
| SBC Group | Associate |
| SAIL & SURF | Associate |
| Merida Bikes SWE | Associate |
| Merida Czech | Associate |
| Merida Slovakia | Associate |
| Merida Korea | Associate |
| Merida Italy | Associate |
| Cheng Shin Rubber Industry Co., Ltd. (“Cheng Shin”) | Other |
| Cheng Shin Rubber (Xiamen) Ind., Ltd. (“Cheng Shin (Xiamen)”) | Other |
| Tianjin Ta Feng Rubber Industry Co., Ltd. (“Tianjin Ta Feng”) | Other |
| Cheng Shin Rubber (Vietnam) Ind., Ltd. (“Cheng Shin (Vietnam)”) | Other |
b. Sales of goods
| Related Party Category/Name | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Associates | ||
| SBC Group | $14,581,368 | $12,442,585 |
| Others | 994,949 | 1,190,430 |
| 15,576,317 | 13,633,015 | |
| Subsidiaries | 2,526,774 | 3,386,352 |
| $18,103,091 | $17,019,367 |
The selling price and gross profit of the products that the Corporation sells to related parties are quoted based on the differences in the products and the acceptance of the market.
c. Purchase of goods
| Related Party Category | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Subsidiaries | $ 374,393 | $ 582,722 |
| Others related parties | 62,227 | 115,613 |
| Associates | 48,409 | 88,620 |
| $ 485,029 | $ 786,955 |
The purchase price is quoted based on market prices.
d. Other revenue (classified as subtraction of cost of goods sold)
| Related Party Category/Name | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Associates | ||
| SBC Group | $ 30,753 | $ 22,645 |
It is the subsidy amount from associates.
e. Contract liabilities - advance receipts
| Related Party Category/Name | December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Associates | ||
| SBC Group | $ - | $ 110,839 |
f. Receivables from related parties
| Related Party Category/Name | December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Trade receivables | ||
| Associates | ||
| SBC Group | $ 1,855,311 | $ 1,355,386 |
| Others | 519,157 | 636,897 |
| 2,374,468 | 1,992,283 | |
| Subsidiaries | ||
| Merida & Centurion | 386,746 | 514,603 |
| Others | 971,617 | 1,163,855 |
| 1,358,363 | 1,678,458 | |
| $ 3,732,831 | $ 3,670,741 |
- 47 -
Related Party Category/Name
| December 31 | |
|---|---|
| 2025 | 2024 |
| Other receivables | |
| Subsidiaries | |
| Merida Shandong | $ 115,434 |
| Others | 27,261 |
| 48,562 | |
| 142,695 | |
| Associates | 27,377 |
| 9,842 | |
| $ 170,072 | |
| $ 289,441 |
g. Loans to related parties
Related Party Category/Name
| December 31 | |
|---|---|
| 2025 | 2024 |
| Other receivables | |
| Subsidiaries | |
| Merida Benelux | $ - |
| $ 32,785 |
h. Payables to related parties
Related Party Category
| December 31 | |
|---|---|
| 2025 | 2024 |
| Trade payables | |
| Subsidiaries | $ 66,209 |
| Other related parties | 14,970 |
| Associates | 38 |
| 3,596 | |
| $ 81,217 | |
| $ 100,363 |
i. Other transactions with related parties
1) Selling and marketing expenses - promotional and advertising expenses and others
Related Party Category
| For the Year Ended December 31 | |
|---|---|
| 2025 | 2024 |
| Subsidiaries | |
| Merida R&D Center GmbH | $ 82,302 |
| Merida Europe GmbH | 65,992 |
| Merida & Centurion | 51,171 |
| Others | 547 |
| 1,647 | |
| $ 200,012 | |
| $ 162,897 |
2) Interest income
| Related Party Category/Name | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Subsidiaries | ||
| Merida & Centurion | $ 17,600 | $ 14,306 |
| Merida Benelux | 9,678 | 7,345 |
| Others | 9,631 | 6,131 |
| 36,909 | 27,782 | |
| Associates | ||
| SBC Group | 36,757 | 19,184 |
| Others | 30,145 | 13,191 |
| 66,902 | 32,375 | |
| $ 103,811 | $ 60,157 |
The Corporation receives interest from overdue trade receivables at an interest rate agreed upon in the terms of the transactions.
3) Technical service and royalty income
| Related Party Category/Name | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Subsidiaries | ||
| Merida Shandong | $ 130,395 | $ 271,816 |
| Merida Jiangsu | 13,298 | 29,489 |
| Merida China | 3,920 | 12,047 |
| $ 147,613 | $ 313,352 |
The Corporation entered into trademark licensing contracts with Merida China, Merida Jiangsu and Merida Shandong for agreement to label registered trademarks which were licensed to these companies for the bikes and electric bikes they manufacture and sell. The Corporation calculates and charges royalties for 3% of these companies' annual domestic net sales each year. Furthermore, the Corporation respectively entered into technical service contracts with Merida China, Merida Jiangsu and Merida Shandong to transfer production and management techniques to these companies. The Corporation charges technical service income at 1% of the net sales amount for each company individually every year.
4) Other income
| Related Party Category/Name | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Associates | ||
| SBC Group | $ 23,464 | $ 19,964 |
| Subsidiaries | 92 | - |
| $ 23,556 | $ 19,964 |
j. Endorsements and guarantees
| Related Party Category | Item Endorsed | Amount Endorsed | |
|---|---|---|---|
| December 31, 2025 | |||
| Subsidiaries | Standby letter of credit | EUR | 6,000 |
| Standby letter of credit | USD | 5,500 | |
| Bank borrowings | EUR | 31,100 | |
| Bank borrowings | GBP | 6,000 | |
| Bank borrowings | RMB | 370,000 | |
| December 31, 2024 | |||
| Subsidiaries | Standby letter of credit | EUR | 6,000 |
| Standby letter of credit | USD | 3,500 | |
| Bank borrowings | EUR | 26,300 | |
| Bank borrowings | GBP | 6,000 | |
| Bank borrowings | RMB | 320,000 |
Refer to Table 2 "Financing provided to others" for the actual amount borrowed by the subsidiaries.
k. Remuneration of key management personnel
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 68,674 | $ 29,207 |
| Post-employment benefits | 7,545 | 564 |
| $ 76,219 | $ 29,771 |
The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.
27. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
No such incident.
28. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Corporation as of December 31, 2025 and 2024 were as follows:
a. As of December 31, 2025 and 2024, unused letters of credit for purchases of raw materials amounted to approximately $192,830 thousand and $124,108 thousand, respectively.
b. Unrecognized commitments are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Acquisition of property, plant and equipment | $ 539 | $ 5,000 |
c. Product liability insurance
The Corporation purchased product liability insurance over the products manufactured by the Corporation and its subsidiaries. The insured amount of the sales in USA and Canada is USD4,000 thousand and it covers accidents happening after September 18, 2000. The maximum indemnity claims for the single original cause of a liability is USD3,000 thousand. The insured amount for sales, other than those within the USA and Canada, is USD1,000 thousand, and covers accidents happening after January 7, 1999. The maximum indemnity claims for the single original cause of a liability is USD1,000 thousand.
- SIGNIFICANT LOSSES FROM DISASTERS
No such incident.
- SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
No such incident.
- SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Corporation's significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Foreign Currency | Exchange Rate | Carrying Amount | Foreign Currency | Exchange Rate | Carrying Amount | |
| Financial assets | ||||||
| Monetary items | ||||||
| USD | $ 140,746 | 31.430 | $ 4,423,647 | $ 137,415 | 32.785 | $ 4,505,151 |
| JPY | 1,077,013 | 0.2008 | 216,264 | 620,615 | 0.2099 | 130,267 |
| Non-monetary items | ||||||
| Investments accounted for using the equity method | ||||||
| USD | 595,334 | 31.430 | 18,711,347 | 576,935 | 32.785 | 18,914,814 |
| EUR | 39,635 | 36.90 | 1,462,532 | 27,410 | 34.14 | 935,777 |
| JPY | 208,688 | 0.2008 | 41,905 | 10,835 | 0.2099 | 2,274 |
| POL | 9,780 | 8.7459 | 85,535 | 12,867 | 7.6278 | 98,147 |
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD | 20,837 | 31.430 | 654,907 | 26,596 | 32.785 | 871,950 |
| JPY | 1,094,698 | 0.2008 | 219,815 | 1,783,261 | 0.2099 | 374,306 |
The significant realized and unrealized foreign exchange gains (losses) were as follows:
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Foreign Currency | Exchange Rate | Net Foreign Exchange (Losses) Gains | Exchange Rate | Net Foreign Exchange (Losses) Gains |
| USD | 31.180 | $ (114,954) | 32.112 | $ 308,357 |
| JPY | 0.2085 | (6,449) | 0.2121 | 16,256 |
| EUR | 35.18 | (8,601) | 34.74 | 10,080 |
| $ (130,004) | $ 334,693 |
32. SEPARATELY DISCLOSED ITEMS
a. Information about significant transactions and investees:
1) Financing provided to others. (Table 1)
2) Endorsements/guarantees provided. (Table 2)
3) Significant marketable securities held (excluding investments in subsidiaries and associates). (Table 3)
4) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)
5) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 5)
6) Information on investees. (Table 6)
b. Information on investments in mainland China:
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 7)
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period. (Table 4)
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period. (Table 4)
c) The amount of property transactions and the amount of the resultant gains or losses. (None)
d) The balance of negotiable instrument endorsements, guarantees or pledges of collateral at the end of the year and their purposes. (Table 2)
e) The highest balance, the end of year balance, the interest rate range, and total current period interest with respect to financing of funds. (Table 1)
f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services. (None)
- 52 -
TABLE 1
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| No. | Lender | Borrower | Financial Statement Account | Related Party | Highest Balance for the Period | Ending Balance | Actual Amount Borrowed | Interest Rate (%) | Nature of Financing | Business Transaction Amounts | Reasons for Short-term Financing | Allowance for Impairment Loss | Collateral | Financing Limit for Each Borrower | Aggregate Financing Limit | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | The Corporation | Merida Benelux | Other receivables from related parties | Yes | $ 32,685 | $ - | $ - | 5.6-6.3 | For short-term financing needs | $ - | Operating capital | $ - | - | $ - | $ 7,757,139 (Note 1) | $ 9,696,424 (Note 2) |
| 1 | Merida Shandong | Merida Jiangsu | Other receivables from related parties | Yes | RMB 80,000 | RMB 80,000 | RMB 13,000 | 1.52 | For short-term financing needs | - | Operating capital | - | - | - | RMB 170,200 (Note 3) | RMB 170,200 (Note 3) |
Note 1: 40% of the net assets of The Corporation in their latest financial statements.
Note 2: 50% of the net assets of The Corporation in their latest financial statements.
Note 3: 40% of the net assets of Merida Shandong in their latest financial statements.
TABLE 2
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| No. | Endorser/Guarantor | Endorsee/Guaranteed Party | Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note 1) | Maximum Amount Endorsed/ Guaranteed During the Period | Outstanding Endorsement/ Guarantee at the End of the Period | Actual Borrowing Amount | Amount Endorsed/ Guaranteed by Collateral | Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) | Aggregate Endorsement/ Guarantee Limit (Note 2) | Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries | Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent | Endorsement/ Guarantee Given on Behalf of Companies in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | ||||||||||||
| 0 | The Corporation | Merida U.K. | Subsidiary | $ 5,817,854 | GBP 6,000 | GBP 6,000 | GBP 5,943 | $ - | 1.31 | $ 9,696,424 | Yes | - | - |
| Merida & Centurion | Subsidiary | 5,817,854 | EUR 32,300 | EUR 31,100 | EUR 19,400 | - | 5.92 | 9,696,424 | Yes | - | - | ||
| Merida Norge | Subsidiary | 5,817,854 | USD 1,500 | USD 1,500 | USD 1,500 | - | 0.24 | 9,696,424 | Yes | - | - | ||
| Merida Benelux | Subsidiary | 5,817,854 | USD 1,000 | USD 1,000 | - | - | 0.16 | 9,696,424 | Yes | - | - | ||
| Merida Bikes SWE | Associate | 5,817,854 | USD 3,000 | USD 3,000 | USD 2,829 | - | 0.49 | 9,696,424 | - | - | - | ||
| Merida Jiangsu | Third-tier subsidiary | 5,817,854 | RMB270,000 | RMB270,000 | RMB 98,800 | - | 6.26 | 9,696,424 | Yes | - | Yes | ||
| Merida China | Third-tier subsidiary | 5,817,854 | RMB100,000 | RMB100,000 | RMB 38,250 | - | 2.32 | 9,696,424 | Yes | - | Yes |
Note 1: 30% of the net assets of the Corporation in their previous year's financial statements.
Note 2: 50% of the net assets of the Corporation in their previous year's financial statements.
TABLE 3
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
SIGNIFICANT MARKETABLE SECURITIES HELD
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2025 | |||
|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Carrying Amount | Percentage of Ownership (%) | Fair Value (Note) | ||||
| The Corporation | Share capital | ||||||
| Cheng Shin | The Corporation’s chairman is their director | Financial assets at FVTPL - current | $ 1,146 | $ 33,801 | - | $ 33,801 | |
| Merida Benelux | - | Financial assets at FVTOCI - non-current | 2,749 | 89,220 | - | 89,220 |
Note : Refer to Note 25 for information on the fair values.
TABLE 4
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Company Name | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/Trade Receivables (Payables) | Note |
|---|---|---|---|---|---|---|
| Purchases/Sales | Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance |
| The Corporation | SBC Group | Associate | Sales | $ (14,581,368) | (76) | O/A 60 days |
| Merida & Centurion | Subsidiary | Sales | (940,512) | (5) | T/T 14 days or O/A 150 days | - |
| Merida U.K. | Subsidiary | Sales | (569,857) | (3) | O/A 120 days | - |
| Merida Bikes SWE | Associate | Sales | (295,292) | (2) | T/T 14 days or O/A 120 days | - |
| Merida Jiangsu | Third-tier subsidiary | Sales | (262,892) | (1) | O/A 90 days | - |
| Merida Norge | Subsidiary | Sales | (260,607) | (1) | T/T 14 days or O/A 120 days | - |
| Merida Benelux | Subsidiary | Sales | (242,318) | (1) | O/A 180 days | - |
| SAIL & SURF | Associate | Sales | (205,327) | (1) | T/T 14 days or O/A 180 days | - |
| Merida Korea | Associate | Sales | (167,509) | (1) | T/T 14 days or O/A 120 days | - |
| Merida Italy | Associate | Sales | (163,073) | (1) | O/A 120 days | - |
| Merida Czech | Associate | Sales | (122,190) | (1) | T/T 14 days or O/A 150 days | - |
| Merida Japan | Subsidiary | Sales | (121,073) | (1) | O/A 120 days | - |
| Merida Polska | Subsidiary | Sales | (100,013) | (1) | O/A 150 days | - |
| Merida China | Third-tier subsidiary | Purchases | 290,456 | 2 | T/T 90 days | - |
| Merida Jiangsu | Merida Shandong | Associate | Sales | RMB (318,494) | (89) | T/T 90 days |
| Merida China | Merida Shandong | Associate | Sales | RMB (82,705) | (54) | T/T 90 days |
TABLE 5
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Company Name | Related Party | Relationship | Financial Statement Account | Ending Balance | Turnover Rate | Overdue | Amounts Received in Subsequent Period | Allowance for Impairment Loss | |
|---|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | ||||||||
| The Corporation | SBC Group | Associate | Trade receivables from related parties | $ 1,855,311 | 9.08 | $ - | - | $ 1,855,311 | $ - |
| Other receivables from related parties | 11,930 | - | - | - | 8,388 | - | |||
| Merida & Centurion | Subsidiary | Trade receivables from related parties | 386,746 | 2.09 | - | - | 72,139 | - | |
| Other receivables from related parties | 6,615 | - | - | - | 1,067 | - | |||
| Merida Polska | Subsidiary | Trade receivables from related parties | 353,407 | 0.28 | 322,079 | Enhanced collection | 2,700 | - | |
| Merida Italy | Associate | Trade receivables from related parties | 252,664 | 0.66 | 120,623 | Enhanced collection | 12,724 | 4,300 | |
| Other receivables from related parties | 7,649 | - | - | - | 23 | - | |||
| Merida U.K. | Subsidiary | Trade receivables from related parties | 196,268 | 3.22 | 2 | Enhanced collection | 73,066 | - | |
| Merida Benelux | Subsidiary | Trade receivables from related parties | 163,657 | 1.28 | 368 | Enhanced collection | 52,107 | - | |
| Other receivables from related parties | 3,325 | - | - | - | 1,094 | - | |||
| Merida Norge | Subsidiary | Trade receivables from related parties | 134,169 | 1.87 | - | - | 30,716 | - | |
| Other receivables from related parties | 1,771 | - | - | - | 405 | - | |||
| Merida Japan | Subsidiary | Trade receivables from related parties | 108,401 | 1.82 | - | - | 15,297 | - | |
| Other receivables from related parties | 294 | - | - | - | 41 | - | |||
| SAIL & SURF | Associate | Trade receivables from related parties | 102,604 | 1.80 | - | - | 37,975 | 516 | |
| Merida Shandong | Third-tier subsidiary | Trade receivables from related parties | 987 | 45.47 | - | - | - | - | |
| Other receivables from related parties | 115,434 | - | - | - | - | - |
TABLE 6
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | As of December 31, 2025 | Net Income (Loss) of the Investee | Share of Profit (Loss) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Number of Shares (In Thousands) | % | Carrying Amount | |||||||
| The Corporation | Share capital | ||||||||||
| SBC | Delaware, United States of America | Design, development, manufacture and sale of bicycles | $ 887,013 | $ 887,013 | 3,410 | 35 | $ 15,970,171 | USD 9,003 | $ 99,329 | ||
| Merida B.V.I. | British Virgin Islands | International investment | 1,362,597 | 1,362,597 | 42,500 | 100 | 2,869,909 | USD 2,743 | 85,522 | Subsidiary | |
| Merida & Centurion | Stuttgart, Germany | Sale of bicycles | 717,346 | 103,725 | - | 90 | 1,169,409 | EUR (3,458) | (163,586) | Subsidiary | |
| Merida Polska | Gliwice, Poland | Sale of bicycles and bicycle components | 113,170 | 113,170 | - | 74 | 62,169 | PLN (4,167) | (25,796) | Subsidiary | |
| Merida Norge | Lysaker, Norway | Sale of bicycles | 168,772 | 168,772 | 211 | 80 | 62,059 | NOK (334) | (807) | Subsidiary | |
| SAIL & SURF | Strobl, Austria | Sale of bicycles | 116,195 | 116,195 | - | 40 | 135,842 | EUR (225) | (3,164) | ||
| Merida Czech | Brno, Czech Republic | Sale of bicycles | 21,042 | 21,042 | - | 45 | 54,476 | CZK 572 | 370 | ||
| Merida Bikes SWE | Madrid, Spain | Sale of bicycles | 18,646 | 18,646 | 1 | 36 | 62,732 | EUR 263 | 3,363 | ||
| Merida Slovakia | Partizanska, Slovakia | Sale of bicycles | 40 | 40 | - | 30 | 29,492 | EUR 40 | 419 | ||
| Merida Japan | Kanagawa, Japan | Sale of bicycles | 157,668 | 118,875 | 8 | 98 | (54,563) | JPY (406,078) | (82,170) | Subsidiary | |
| Merida Italy | Reggio Emilia, Italy | Sale of bicycles | 19,011 | 19,011 | 566 | 28 | 1,361 | EUR (1,071) | (10,588) | ||
| Merida Benelux | Beekbergen, Netherlands | Sale of bicycles | 65,400 | 65,400 | 766 | 60 | (42,832) | EUR (36) | (758) | Subsidiary | |
| Merida U.K. | Nottingham, United Kingdom | Sale of bicycles | 40,309 | 40,309 | 482 | 81 | 60,136 | GBP 2 | 64 | Subsidiary | |
| Merida Korea | Seoul, Republic of Korea | Sale of bicycles | 10,598 | 10,598 | 77 | 40 | 6,314 | KRW264,161 | 2,335 | ||
| Merida B.V.I. | Share capital | ||||||||||
| Merida Hong Kong | Hong Kong | International investment and trade | USD 27,087 | USD 27,087 | 202,800 | 100 | USD 73,847 | HKD 29,243 | (Note) | Indirectly owned subsidiary | |
| Merida SAMOA | Samoa | International investment | USD 24,500 | USD 24,500 | 24,500 | 70 | USD 16,306 | USD (1,456) | (Note) | Indirectly owned subsidiary | |
| Merida Norge | Share capital | ||||||||||
| Merida Sverige | Gothenburg, Sweden | Sale of bicycles | NOK 814 | NOK 814 | - | 100 | NOK 1,636 | SEK (912) | (Note) | Indirectly owned subsidiary | |
| Merida & Centurion | Share capital | ||||||||||
| Merida Europe GmbH | Stuttgart, Germany | Brand promotion and cycling team management | EUR 25 | EUR 25 | - | 100 | EUR 1,746 | EUR (157) | (Note) | Indirectly owned subsidiary | |
| Merida R&D Center GmbH | Stuttgart, Germany | Design and development of bicycles | EUR 25 | EUR 25 | - | 100 | EUR 554 | EUR 25 | (Note) | Indirectly owned subsidiary | |
| Merida Japan | Share capital | ||||||||||
| Miyata | Kanagawa, Japan | Sale of bicycles | JPY 62,371 | JPY 62,371 | - | 100 | JPY (196,181) | JPY (60,651) | (Note) | Indirectly owned subsidiary |
Note: Not applicable.
TABLE 7
MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2025 | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2025 | Net Income of the Investee | % Ownership of Direct or Indirect Investment | Investment Gain (Note 1) | Carrying Amount as of December 31, 2025 (Note 1) | Accumulated Repatriation of Investment Income as of December 31, 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| Merida China | Manufacture and sale of bicycles | $ 385,960 (USD 12,280) | The investment was made through a corporation established in a third country, which, in turn, invested in companies located in mainland China | $ 348,464 (USD 11,087) | $ - | $ - | $ 348,464 (USD 11,087) | $ (35,580) | 100 | $ (35,580) | $ 341,693 | $ 1,966,481 (USD 62,567) |
| Merida Shandong | Manufacture and sale of e-bikes and bicycles | 502,880 (USD 16,000) | The investment was made through a corporation established in a third country, which, in turn, invested in companies located in mainland China | 502,880 (USD 16,000) | - | - | 502,880 (USD 16,000) | 152,457 | 100 | 152,457 | 1,913,372 | 1,960,478 (USD 62,376) |
| Merida Jiangsu | Manufacture and sale of e-bikes and bicycles | 1,100,050 (USD 35,000) | The investment was made through a corporation established in a third country, which, in turn, invested in companies located in mainland China | 518,595 (USD 16,500) | - | - | 518,595 (USD 16,500) | (45,647) | 70 | (31,953) | 478,014 | - |
| Accumulated Outward Remittance for Investments in Mainland China as of DECEMBER 31, 2025 | Investment Amounts Authorized by the Investment Commission, MOEA | Upper Limit on the Amount of Investment Stipulated by the Investment Commission, MOEA | ||||||||||
| --- | --- | --- | ||||||||||
| $ 1,369,939 (USD 43,587) | $ 1,436,822 (USD 45,715) (Note 2) | $ 11,893,978 (Note 3) |
Note 1: The investment gain and carrying amount as of December 31, 2025 are recognized according to the financial statements audited by the Corporation's independent auditors.
Note 2: The amount includes the upper limit of the investment amount for Merida China of USD13,215 thousand, USD 16,000 thousand for Merida Shandong and USD16,500 thousand for Merida Jiangsu.
Note 3: Amounts are based on the upper limit of the investment amount regulated by the "Regulation for Screening of Application to Engage in Technical Cooperation in Mainland China".
- 60 -
THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS
| ITEM | STATEMENT INDEX |
|---|---|
| MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND EQUITY | |
| STATEMENT OF CASH | 1 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT | 2 |
| STATEMENT OF ACCOUNTS RECEIVABLE | 3 |
| STATEMENT OF OTHER RECEIVABLES | 4 |
| STATEMENT OF INVENTORIES | 5 |
| STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT | 6 |
| STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | 7 |
| STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT | Note 12 |
| STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT | Note 12 |
| STATEMENT OF DEFERRED TAX ASSETS | Note 21 |
| STATEMENT OF SHORT-TERM BANK LOANS | Note 15 |
| STATEMENT OF ACCOUNTS PAYABLE | 8 |
| STATEMENT OF OTHER PAYABLES | Note 16 |
| STATEMENT OF DEFERRED TAX LIABILITIES | Note 21 |
| MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS | |
| STATEMENT OF NET REVENUE | 9 |
| STATEMENT OF OPERATING COSTS | 10 |
| STATEMENT OF SELLING AND MARKETING EXPENSES | 11 |
| STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES | 11 |
| STATEMENT OF NET OTHER PROFITS AND LOSSES | Statements of comprehensive income |
| STATEMENT OF EMPLOYEE BENEFITS EXPENSES, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION | Note 20 |
STATEMENT 1
MERIDA INDUSTRY CO., LTD.
STATEMENT OF CASH
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Item | Foreign Currency | Exchange Rate | Amount |
|---|---|---|---|
| Cash on hand and petty cash | $ 280 | ||
| Cash in banks | |||
| Demand deposits | 1,153,697 | ||
| Foreign currency deposits | |||
| USD | 14,778 | 31.430 | 464,474 |
| EUR | 7,668 | 36.90 | 282,942 |
| JPY | 919,542 | 0.2008 | 184,644 |
| $ 2,086,037 |
- 61 -
STATEMENT 2
MERIDA INDUSTRY CO., LTD.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Type and Name of Marketable Securities | Number of Shares/Units | Acquisition Cost | Market Value | |
|---|---|---|---|---|
| Unit Price | Total Amount | |||
| Domestic listed shares | ||||
| Cheng Shin | 1,145,814 | $ 49,858 | 29.50 | $ 33,801 |
| Leechi Enterprises Co., Ltd. | 112,750 | 4,777 | 11.05 | 1,246 |
| $ 54,635 | $ 35,047 |
STATEMENT 3
MERIDA INDUSTRY CO., LTD.
STATEMENT OF ACCOUNTS RECEIVABLE
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Client Name | Amount |
|---|---|
| Notes receivable - non-related parties | |
| Acetrikes Ind. Co., Ltd. | $ 4,823 |
| Others (Note) | 113 |
| $ 4,936 | |
| Accounts receivable - non-related parties | |
| ADVANCE TRADERS (AUSTRALIA) PTY LTD. | $ 146,871 |
| ADVANCE TRADERS (NEW ZEALAND) LIMITED | 50,956 |
| BIKEFUN LTD. | 15,069 |
| Others (Note) | 42,006 |
| 254,902 | |
| Less: Allowance for impairment loss | (1,275) |
| Total | $ 253,627 |
Note: The amount from each individual client included in others does not exceed 5% of the account balance.
- 63 -
STATEMENT 4
MERIDA INDUSTRY CO., LTD.
STATEMENT OF OTHER RECEIVABLES
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Technical service and royalty receivable | $ 125,332 |
| Interest receivable | 26,656 |
| Others | 27,299 |
| $ 179,287 |
- 64 -
STATEMENT 5
MERIDA INDUSTRY CO., LTD.
STATEMENT OF INVENTORIES
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Amount | |
|---|---|---|
| Cost | Market Price (Note 1) | |
| Finished goods | $ 1,072,015 | $ 1,201,459 |
| Work in process | 87,794 | 87,794 |
| Raw materials and supplies | 1,336,511 | 1,473,846 |
| Inventory in transit | 23,031 | 23,031 |
| $ 2,519,351 | $ 2,786,130 |
Note 1: Net realizable value is used in the valuation of inventories.
Note 2: Inventories have not been provided as a collateral.
- 65 -
STATEMENT 6
MERIDA INDUSTRY CO., LTD.
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Investees | Balance, January 1, 2025 | Increase in the Current Year | Decrease in the Current Year | Balance, December 31, 2025 | Accumulated Impairment | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Amount | Ownership (%) | Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Ownership (%) | ||
| Domestic unlisted shares | |||||||||||
| SR Suntour Inc. | 110,000 | $ 3,000 | - | - | $ - | - | $ - | 110,000 | $ 3,000 | - | $ - |
| Taifong Golf Course | 30,000 | 400 | - | - | - | - | - | 30,000 | 400 | - | - |
| Long Jee Holdings Pte. Ltd. | 330,000 | - | 2 | - | - | - | - | 330,000 | - | 2 | - |
| 3,400 | - | - | 3,400 | - | |||||||
| Overseas unlisted shares | |||||||||||
| Merida Benelux | 2,748,637 | 89,220 | - | - | - | - | - | 2,748,637 | 89,220 | - | - |
| $ 92,620 | $ - | $ - | $ 92,620 | $ - |
STATEMENT 7
MERIDA INDUSTRY CO., LTD.
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Investees | Balance, January 1, 2025 | Increase in the Current Year (Note 1) | Decrease in the Current Year | Others (Note 2) | Share of Profit (Loss) of Subsidiaries and Associates | Exchange Differences on Translating the Financial Statements of Foreign Operations | Realized (Unrealized) Gain on Transactions | Balance, December 31, 2025 | Net Assets Value | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Amount | Ownership (%) | Number of Shares | Amount | Number of Shares (Note 1) | Amount | Number of Shares | Amount | Ownership (%) | ||||||
| Long-term Investments | |||||||||||||||
| SBC | 3,409,982 | $ 15,770,662 | 35 | - | $ - | - | $ - | $ 260,063 | $ 99,329 | $ (330,072) | $ 170,189 | 3,409,982 | $ 15,970,171 | 35 | $ 15,500,557 |
| Merida B.V.I. | 42,500,000 | 3,061,868 | 100 | - | - | - | - | (301,829) | 85,522 | (16,442) | 40,790 | 42,500,000 | 2,869,909 | 100 | 2,891,509 |
| Merida & Centurion | - | 501,510 | 51 | - | 613,621 | - | - | (4,623) | (163,586) | 74,699 | 147,788 | - | 1,169,409 | 90 | 1,169,409 |
| Merida Polska | 100 | 38,449 | 74 | - | - | - | - | - | (25,796) | 13,186 | 36,330 | 100 | 62,169 | 74 | 62,169 |
| Merida Norge | 211,200 | 40,265 | 80 | - | - | - | - | - | (807) | 12,358 | 10,243 | 211,200 | 62,059 | 80 | 62,059 |
| SAIL & SURF | - | 121,889 | 40 | - | - | - | - | - | (3,164) | 10,523 | 6,594 | - | 135,842 | 40 | 126,399 |
| Merida Czech | - | 42,818 | 45 | - | - | - | - | - | 370 | 9,336 | 1,952 | - | 54,476 | 45 | 51,644 |
| Merida Bikes SWE | 448 | 50,857 | 36 | - | - | - | - | - | 3,363 | 5,043 | 3,469 | 448 | 62,732 | 36 | 62,732 |
| Merida Slovakia | - | 26,963 | 30 | - | - | - | - | - | 419 | 2,503 | (393) | - | 29,492 | 30 | 29,492 |
| Merida Italy | 559,050 | 7,220 | 27 | 6,955 | 210 | - | - | (1,450) | (10,588) | 1,103 | 4,866 | 566,005 | 1,361 | 28 | 1,361 |
| Merida U.K. | 481,763 | 57,043 | 81 | - | - | - | - | - | 64 | 3,151 | (122) | 481,763 | 60,136 | 81 | 46,652 |
| Merida Korea | 76,560 | 3,587 | 40 | - | - | - | - | - | 2,335 | (106) | 498 | 76,560 | 6,314 | 40 | 6,314 |
| 19,723,131 | 613,831 | (47,839) | (12,539) | (214,718) | 422,204 | 20,484,070 | 20,010,297 | ||||||||
| Long-term Investments - credit | |||||||||||||||
| Merida Japan | 1,800 | (28,635) | 90 | 6,000 | 38,794 | - | - | (1,150) | (82,170) | 347 | 18,251 | 7,800 | (54,563) | 98 | (62,871) |
| Merida Benelux | 766,126 | (51,782) | 60 | - | - | - | - | - | (758) | 3,307 | 6,401 | 766,126 | (42,832) | 60 | (42,832) |
| (80,417) | 38,794 | (1,150) | (82,928) | 3,654 | 24,652 | (97,395) | (105,703) | ||||||||
| $ 19,642,714 | $ 652,625 | $ - | $ (48,989) | $ (95,467) | $ (211,064) | $ 446,856 | $ 20,386,675 | $ 19,904,594 |
Note 1: $315,721 thousand was recognized as beginning prepayments for investment. The shares of Merida Italy were acquired through the transfer of treasury shares.
Note 2: SBC is the remeasurement of defined benefit plans and issuance of employees share options. Merida B.V.I. and Merida Italy have declared the distribution of cash dividends, Merida & Centurion and Merida Japan have recorded changes in ownership equity.
STATEMENT 8
MERIDA INDUSTRY CO., LTD.
STATEMENT OF ACCOUNTS PAYABLE
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Vendor Name | Amount |
|---|---|
| Non-related parties | |
| SRAM Corporation, Taiwan | $ 523,482 |
| TOPKEY CORPORATION | 256,834 |
| MARUI LTD. | 201,221 |
| Others (Note) | 1,536,131 |
| $ 2,517,668 |
Note: The amount to each individual vendor in others does not exceed 5% of the account balance.
- 68 -
STATEMENT 9
MERIDA INDUSTRY CO., LTD.
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Shipment | Amount |
|---|---|---|
| Bikes | About 368 thousand units | $ 18,133,784 |
| Frames | 383,113 | |
| Rims | 515,544 | |
| Other parts | 280,129 | |
| Gross sales | 19,312,570 | |
| Less: Sales returns | (3,294) | |
| Sales discounts and allowances | (9,507) | |
| Net sales | $ 19,299,769 |
- 69 -
STATEMENT 10
MERIDA INDUSTRY CO., LTD.
STATEMENT OF OPERATING COSTS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Raw material and supplies, beginning of year | $ 2,677,709 |
| Add: Raw material and supplies purchased | 14,599,071 |
| Less: Sale of raw material and supplies | (215,346) |
| Raw material and supplies, end of year | (1,605,325) |
| Loss on raw material and supplies | (31) |
| Raw material and supplies scrapped | (8,156) |
| Others | (36,842) |
| Raw material and supplies used | 15,411,080 |
| Direct labor | 654,812 |
| Manufacturing expenses | 479,240 |
| Manufacturing cost | 16,545,132 |
| Add: Work in process, beginning of year | 104,915 |
| Less: Work in process, end of year | (87,794) |
| Sale of work-in-progress | (808,953) |
| Cost of finished goods | 15,753,300 |
| Add: Finished goods, beginning of year | 1,762,458 |
| Less: Finished goods, end of year | (1,086,015) |
| Transferred to other expenses | (6,516) |
| Cost of goods sold | 16,423,227 |
| Sale of work-in-process cost | 808,953 |
| Sales of raw material and supplies | 215,346 |
| Scrapped and loss on inventories | 8,187 |
| Gain from sale of scraps | (2,713) |
| Write-downs of inventories | 6,032 |
| Operating costs | $ 17,459,032 |
- 70 -
STATEMENT 11
MERIDA INDUSTRY CO., LTD.
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Selling and Marketing Expenses | General and Administrative Expenses | Total |
|---|---|---|---|
| Advertisement | $ 234,004 | $ - | $ 234,004 |
| Payroll and annual bonus | 76,999 | 62,344 | 139,343 |
| Remuneration of directors | - | 42,179 | 42,179 |
| Shipping expense | 37,488 | - | 37,488 |
| Insurance expense | 28,549 | 4,011 | 32,560 |
| Export expense | 6,899 | - | 6,899 |
| Depreciation expense | 11,349 | 12,487 | 23,836 |
| Professional service fees | 1,492 | 10,561 | 12,053 |
| Others | 109,843 | 50,897 | 160,740 |
| Total | $ 506,623 | $ 182,479 | $ 689,102 |
- 71 -