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Mirle — Audit Report / Information 2025
Apr 10, 2026
52102_rns_2026-04-10_60b9c230-69fd-4534-abaf-bf87bbc530f0.pdf
Audit Report / Information
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Mirle Automation Corporation
Parent Company 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
110016 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 110016, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Mirle Automation Corporation
Opinion
We have audited the accompanying financial statements of Mirle Automation Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 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. 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 financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the 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 of the Corporation’s financial statements for the year ended December 31, 2025 is described as follows:
Revenue recognition
Revenue from construction contract accounts for around 90% of the total revenue of the Corporation and is the major revenue source. According to the IFRSs, the revenue recognition is subject to contracts approved by all parties with respective performance obligations satisfied.
As a contract or order may be initiated before it is confirmed, there is a risk that the amount of revenue recognized is overestimated; therefore, we considered the occurrence of the contract or order as a significant risk and deemed it as a key audit matter.
We performed the following procedures to address the key audit matter:
- We understood the internal controls of the contracts and orders and tested the operating effectiveness of these controls.
- We sampled the recognized revenue from construction contracts and verified the occurrence of these contracts or orders.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the 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 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 Ya-Yun Chang and Cheng-Chih Lin
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026
Notice to Readers
The accompanying 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 financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 financial statements shall prevail.
MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4, 6 and 31) | $ 1,619,076 | 15 | $ 1,245,901 | 11 |
| Financial assets at amortized cost - current (Notes 4, 9 and 31) | 365 | - | - | - |
| Contract assets - current (Notes 4, 5, 23 and 32) | 2,970,543 | 28 | 4,694,344 | 41 |
| Notes receivable (Notes 4, 10, 23 and 31) | 9,155 | - | 929 | - |
| Accounts receivable (Notes 4, 10, 23 and 31) | 581,567 | 6 | 66,392 | - |
| Receivables from related parties (Notes 4, 23, 31 and 32) | 13,898 | - | 12,567 | - |
| Other receivables (Notes 4, 10 and 31) | 9,524 | - | 16,581 | - |
| Other receivables from related parties (Notes 4, 31 and 32) | 1,539 | - | 1,620 | - |
| Current tax assets (Notes 4 and 25) | 27,572 | - | 17,241 | - |
| Inventories (Notes 4, 5 and 11) | 824,762 | 8 | 771,378 | 7 |
| Refundable deposits - current (Note 31) | 72,198 | 1 | 20,063 | - |
| Other current assets (Notes 4, 16 and 32) | 47,974 | - | 68,486 | 1 |
| Total current assets | 6,178,173 | 58 | 6,915,502 | 60 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 31) | 122,234 | 1 | 118,895 | 1 |
| Investments accounted for using the equity method (Notes 4 and 12) | 2,087,280 | 20 | 2,131,588 | 19 |
| Property, plant and equipment (Notes 4, 13 and 32) | 2,017,780 | 19 | 2,102,373 | 18 |
| Right-of-use assets (Notes 4 and 14) | 149,395 | 2 | 175,449 | 2 |
| Other intangible assets (Notes 4, 15 and 32) | 28,991 | - | 33,607 | - |
| Deferred income tax assets (Notes 4 and 25) | 36,764 | - | 13,164 | - |
| Prepayments for equipment | 1,291 | - | 4,924 | - |
| Refundable deposits - non current (Note 31) | 27,933 | - | 953 | - |
| Other non-current assets (Notes 4 and 16) | - | - | 76 | - |
| Total non-current assets | 4,471,668 | 42 | 4,581,029 | 40 |
| LIABILITIES AND EQUITY | 2025 | 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | % | Amount | % | |
| CURRENT LIABILITIES | ||||
| Short-term bank loans (Notes 17 and 31) | $ 750,000 | 7 | $ 900,000 | 8 |
| Financial liabilities at fair value through profit or loss - current (Notes 4, 7, 18 and 31) | 3,725 | - | - | - |
| Contract liabilities - current (Notes 4, 23 and 32) | 212,514 | 2 | 353,303 | 3 |
| Notes payable (Note 31) | 491 | - | 23,450 | - |
| Accounts payable (Note 31) | 2,207,744 | 21 | 2,772,268 | 24 |
| Accounts payable to related parties (Notes 31 and 32) | 161,173 | 2 | 30,791 | 1 |
| Current tax liabilities (Notes 4 and 25) | - | - | 14,195 | - |
| Provisions - current (Notes 4 and 20) | 9,135 | - | 4,235 | - |
| Lease liabilities - current (Notes 4, 14 and 31) | 25,313 | - | 25,145 | - |
| Current portion of long-term bonds payable (Notes 4, 18 and 31) | 946,826 | 9 | - | - |
| Current portion of long-term bank loans (Notes 17 and 31) | 322,995 | 3 | 181,852 | 2 |
| Accrued expenses and other current liabilities (Notes 19, 31 and 32) | 630,447 | 6 | 576,006 | 5 |
| Total current liabilities | 5,270,363 | 50 | 4,881,245 | 43 |
| NON-CURRENT LIABILITIES | ||||
| Financial liabilities at fair value through profit or loss - non-current (Notes 4, 7, 18 and 31) | - | - | 1,000 | - |
| Bonds Payable (Notes 4, 18 and 31) | - | - | 946,423 | 8 |
| Long-term bank loans (Notes 17 and 31) | 181,966 | 2 | 159,319 | 1 |
| Deferred income tax liabilities (Notes 4 and 25) | 1,277 | - | 17,681 | - |
| Lease liabilities - non-current (Notes 4, 14 and 31) | 135,450 | 1 | 161,779 | 2 |
| Net defined benefit liabilities - non current (Notes 4 and 21) | 111,777 | 1 | 135,544 | 1 |
| Guarantee deposits received (Notes 31 and 32) | 748 | - | 748 | - |
| Other non-current liabilities (Notes 19 and 31) | 6,000 | - | 9,000 | - |
| Total non-current liabilities | 437,218 | 4 | 1,431,494 | 12 |
| Total liabilities | 5,707,581 | 54 | 6,312,739 | 55 |
| EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4, 18, 22 and 27) | ||||
| Share capital | ||||
| Ordinary shares | 2,064,512 | 19 | 2,045,312 | 18 |
| Capital surplus | 1,033,553 | 10 | 997,808 | 9 |
| Retained earnings | ||||
| Legal reserve | 1,038,600 | 10 | 1,023,232 | 9 |
| Special reserve | - | - | 135,152 | 1 |
| Unappropriated earnings | 862,980 | 8 | 964,565 | 8 |
| Other equity | ||||
| Exchange differences on the translation of the financial statements of foreign operations | (75,345) | (1) | (40,250) | - |
| Unearned Employee Benefits | 63,798 | 1 | - | - |
| Unrealized valuation gain on financial assets at fair value through other comprehensive income | (45,838) | (1) | 57,973 | - |
| Total shareholders' equity | 4,942,260 | 46 | 5,183,792 | 45 |
| TOTAL | $ 10,649,841 | 100 | $ 11,496,531 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| NET SALES (Notes 4, 23 and 32) | $ 5,283,912 | 100 | $ 6,289,079 | 100 |
| OPERATING COSTS (Notes 4, 11, 15, 24 and 32) | 4,272,605 | 81 | 5,127,252 | 82 |
| GROSS PROFIT | 1,011,307 | 19 | 1,161,827 | 18 |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES | (2,923) | - | (22,548) | - |
| REALIZED GROSS PROFIT | 1,008,384 | 19 | 1,139,279 | 18 |
| OPERATING EXPENSES (Notes 15, 24 and 32) | ||||
| Selling and marketing expenses | 350,045 | 7 | 335,051 | 5 |
| General and administrative expenses | 420,610 | 8 | 398,968 | 6 |
| Research and development expenses | 387,734 | 7 | 392,382 | 6 |
| Expected credit (gain) loss (Notes 10 and 23) | (10,224) | - | (9,384) | - |
| Total operating expenses | 1,148,165 | 22 | 1,117,017 | 17 |
| OTHER OPERATING INCOME AND EXPENSES (Note 24) | (54) | - | (88) | - |
| PROFIT FROM OPERATIONS | (139,835) | (3) | 22,174 | 1 |
| NONOPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 24) | 8,648 | - | 20,906 | - |
| Other income (Notes 15, 24 and 32) | 49,042 | 1 | 24,380 | - |
| Other gains and losses (Notes 24 and 32) | (13,198) | - | (15,407) | - |
| Finance costs (Note 24) | (50,606) | (1) | (57,345) | (1) |
| Share of (loss) profit of subsidiaries and associates (Note 12) | (27,454) | - | (13,734) | - |
| Foreign exchange gain (loss), net (Note 34) | (53,056) | (1) | 122,969 | 2 |
| Total non-operating income and expenses | (86,624) | (1) | 81,769 | 1 |
| PROFIT (LOSS) BEFORE INCOME TAX | (226,459) | (4) | 103,943 | 2 |
| INCOME TAX EXPENSE (Notes 4 and 25) | (54,199) | (1) | 930 | - |
| NET PROFIT (LOSS) FOR THE YEAR | (172,260) | (3) | 103,013 | 2 |
(Continued)
MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 21, 22 and 31) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 22,477 | 1 | $ 50,669 | 1 |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 5,825 | - | 47,942 | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (35,095) | (1) | 104,933 | 2 |
| Other comprehensive income for the year | (6,793) | - | 203,544 | 3 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ (179,053) | (3) | $ 306,557 | 5 |
| EARNINGS PER SHARE (Note 26) | ||||
| Basic | $ (0.84) | $ 0.52 | ||
| Diluted | $ (0.84) | $ 0.52 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Capital Surplus | Retained Earnings | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Other Equity | Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Amount | Legal Reserve | Special Reserve | Unappropriated Earnings | Unrealized Valuation (Loss) Gain on Financial Assets at Fair Value Through Other Comprehensive Income | Unearned Employee Benefits | ||||
| BALANCE, JANUARY 1, 2024 | 195,531 | $ 1,955,312 | $ 286,543 | $ 1,003,214 | $ 127,377 | $ 943,027 | $ (145,183) | $ 10,031 | $ - | $ 4,180,321 |
| Appropriation of 2023 earnings | ||||||||||
| Legal reserve | - | - | - | 20,018 | - | (20,018) | - | - | - | - |
| Reversal of special reserve | - | - | - | - | 7,775 | (7,775) | - | - | - | - |
| Cash dividends distributed by the Corporation - 5% | - | - | - | - | - | (97,766) | - | - | - | (97,766) |
| Other changes in capital surplus | ||||||||||
| Changes in the Corporation's ownership interests in subsidiaries | - | - | (12) | - | - | (6,585) | - | - | - | (6,597) |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | (12,293) | - | - | - | - | - | - | (12,293) |
| Equity component of convertible bonds | - | - | 230,748 | - | - | - | - | - | - | 230,748 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 103,013 | - | - | - | 103,013 |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 50,669 | 104,933 | 47,942 | - | 203,544 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 153,682 | 104,933 | 47,942 | - | 306,557 |
| Issuance of ordinary shares for cash | 9,000 | 90,000 | 477,000 | - | - | - | - | - | - | 567,000 |
| Share-based payment transactions | - | - | 15,822 | - | - | - | - | - | - | 15,822 |
| BALANCE, DECEMBER 31, 2024 | 204,531 | 2,045,312 | 997,808 | 1,023,232 | 135,152 | 964,565 | (40,250) | 57,973 | - | 5,183,792 |
| Appropriation of 2024 earnings | ||||||||||
| Legal reserve | - | - | - | 15,368 | - | (15,368) | - | - | - | - |
| Reversal of special reserve | - | - | - | - | (135,152) | 135,152 | - | - | - | - |
| Cash dividends distributed by the Corporation - 5% | - | - | - | - | - | (71,586) | - | - | - | (71,586) |
| Other changes in capital surplus | ||||||||||
| Convertible bonds redeemed | - | - | (1,345) | - | - | - | - | - | - | (1,345) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | (172,260) | - | - | - | (172,260) |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 22,477 | (35,095) | 5,825 | - | (6,793) |
| Issuance of restricted employee shares | 1,920 | 19,200 | 37,090 | - | - | - | - | - | (56,290) | - |
| Compensation costs of the employee restricted shares recognized | - | - | - | - | - | - | - | - | 10,452 | 10,452 |
| BALANCE, DECEMBER 31, 2025 | 206,451 | $ 2,064,512 | $ 1,033,553 | $ 1,038,600 | $ - | $ 862,980 | $ (75,345) | $ 63,798 | $ (45,838) | $ 4,942,260 |
The accompanying notes are an integral part of the parent company only financial statements.
MIRLE AUTOMATION CORPORATION
PARENT COMPANY 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 | $ (226,459) | $ 103,943 |
| Adjustments for: | ||
| Depreciation expenses | 132,256 | 135,030 |
| Amortization expenses | 8,696 | 16,616 |
| Expected credit loss reversed | (10,224) | (9,384) |
| Net gain on fair value changes of financial assets at fair value through profit or loss | 2,608 | (1,600) |
| Finance costs | 50,606 | 57,345 |
| Interest income | (8,648) | (20,906) |
| Dividend income | (2,559) | (627) |
| Share-based compensation | 10,452 | 15,822 |
| Share of (loss) gain of subsidiaries and associates | 27,454 | 13,734 |
| Loss (gain) on disposal of property, plant and equipment | 54 | 88 |
| Reclassify property, plant and equipment as expenses | 252 | 1,439 |
| Write-down of inventories | 2,750 | 18,000 |
| Unrealized gain on transactions with subsidiaries and associates | 2,923 | 22,548 |
| Net (gain) loss on foreign currency exchange | 82,017 | (55,238) |
| Gain on disposal of subsidiaries | (1,676) | - |
| Gain on lease modification | - | (69) |
| Changes in operating assets and liabilities | ||
| Contract assets | 1,667,919 | 357,205 |
| Notes receivable | (8,372) | 56,562 |
| Accounts receivable | (519,460) | 81,680 |
| Receivable from related parties | (1,397) | (5,035) |
| Other receivables | 5,983 | 4,944 |
| Other receivables - related parties | 81 | 4,038 |
| Inventories | (58,628) | (89,675) |
| Other current assets | 21,457 | 733 |
| Other non-current assets | 76 | 324 |
| Contract liabilities | (140,789) | (143,145) |
| Notes payable | (22,959) | 14,281 |
| Accounts payable | (569,302) | 669,388 |
| Accounts payable to related parties | 129,453 | (196,920) |
| Provisions | 4,900 | 1,347 |
| Accrued expenses and other current liabilities | 65,813 | 26,685 |
| Net defined benefit liabilities | (1,290) | (18,567) |
| Cash used in operations | 643,987 | 1,060,586 |
| Income tax paid | (10,331) | (94,730) |
| Net cash generated operating activities | 633,656 | 965,856 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income | 2,486 | 10,046 |
| Acquisition of financial assets at amortized cost | (365) | - |
| Acquisition of financial assets at fair value through profit or loss | (50,000) | - |
| Disposal of financial assets at fair value through profit or loss | 50,215 | - |
| Acquisition of investments accounted for using the equity method | (40,000) | (566,104) |
| (Continued) |
- 8 -
MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income | $ - | $ 540,149 |
| Acquisition of property, plant and equipment | (37,291) | (16,372) |
| Disposal of property, plant and equipment | 935 | - |
| Increase in refundable deposits | (79,088) | - |
| Decrease in refundable deposits | - | 37,623 |
| Acquisition of intangible assets | (4,080) | (4,459) |
| Increase in prepayments for equipment | - | (2,978) |
| Decrease in prepayments for equipment | 3,633 | - |
| Interest received | 9,743 | 19,935 |
| Dividends received from subsidiaries | 21,395 | 223,730 |
| Net cash generated (used in) investing activities | (122,417) | 241,570 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term bank loans | 3,100,000 | 8,850,000 |
| Decrease in short-term bank loans | (3,250,000) | (10,450,000) |
| Increase in short-term bills payable | 899,214 | 1,498,396 |
| Decrease in short-term bills payable | (899,214) | (1,648,213) |
| Proceeds from issuance of bonds | - | 1,174,201 |
| Repayments of redemption of bonds | (18,515) | - |
| Proceeds from long-term bank loans | 400,000 | - |
| Repayments of long-term bank loans | (236,210) | (408,316) |
| Repayment of the principal portion of lease liabilities | (24,819) | (25,092) |
| Dividends paid | (71,586) | (97,766) |
| Issuance of ordinary shares for cash | - | 567,000 |
| Interest paid | (31,389) | (52,612) |
| Net cash used in financing activities | (132,519) | (592,402) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (5,545) | 11,477 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | 373,175 | 626,501 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 1,245,901 | 619,400 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,619,076 | $ 1,245,901 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
MIRLE AUTOMATION CORPORATION
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Mirele Automation Corporation (the "Corporation") was incorporated in Hsinchu Science Industrial Park, Republic of China (ROC) on February 2, 1989 and commenced business on March 16, 1989. The Corporation is mainly engaged in the business of automation equipment systems and its components, various parking facilities, medical equipment and the design, development, production and sale of the automation equipment used in these products, and also provides after-sales services for the products. The Corporation is also engaged in the leasing business and develops and sells software and databases that are used in automation equipment. Moreover, the Corporation also provides construction planning, installation, consulting and maintenance services for the above products.
The Corporation's shares were listed and have been trading on the Taiwan Stock Exchange (TWSE) since September 2001.
The parent company only financial statements are presented in the Corporation's functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The parent company only financial statements were approved by the Corporation's board of directors and authorized for issue on March 11, 2026.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of the amendments to 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 FSC
The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have a material impact on the Corporation and the entities controlled by the Corporation (collectively, the "Group") accounting policies.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2025
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by International Accounting Standards Board (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 |
As of the date the consolidated financial statements were authorized for issue, the Corporation is continuously assessing the possible impact of the application of the amendments on the Corporation's financial position and financial performance and will disclose the relevant impact when the assessment is completed.
c. The 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”
IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:
- The Corporation shall assess whether it engages in specific primary business activities involving investment in particular types of assets and the provision of financing to customers. Based on this assessment, items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discontinued operations categories.
- 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 Corporations 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.
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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.
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In addition, IAS 7 “Statement of Cash Flows” is subject to the following accompanying amendments:
- When preparing the cash flows from operating activities using the indirect method, the Corporation shall use profit or loss from operations as the starting for reconciliation.
- Interest and dividends received by the Company shall be classified as investing activities, whereas interest and dividends paid shall be classified as financing activities. If, upon assessment, the Corporation is determined to have specific primary operating activities, the classification of dividend income, interest income, and interest expense presented in the statement of comprehensive income shall be taken into consideration when determining the classification of cash inflows from dividends received, interest received, and interest paid in the statement of cash flows. Each of the previously mentioned cash flow items may only be classified under a single activity category within the statement of cash flows.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the other impacts application of the above standards and interpretations will have on the Corporation’s 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 company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
b. Basis of preparation
The parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are Corporationed 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, 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 company only financial statements, the Corporation used the equity method to account for its investment in subsidiaries and associates. In order for the amounts of the net profit for the period, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the shareholders of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company 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 (loss) of subsidiaries and associates and the related equity items, as appropriate, in these parent company only financial statements.
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c. Classification of current and non-current assets and liabilities
Current assets include:
- Assets held primarily for the purpose of trading;
- Assets expected to be realized within 12 months after the reporting period; and
- Cash and cash equivalents 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:
- Liabilities held primarily for the purpose of trading;
- Liabilities due to be settled within 12 months after the reporting period; and
- 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.
The Corporation is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of the Corporation’s construction-related assets and liabilities.
d. Foreign currencies
In preparing the Corporation’s 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 items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
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.
For the purpose of presenting parent company only financial statements, the financial statements of the Corporation’s foreign operations (including subsidiaries and associates in other countries) that are prepared using functional currencies which are different from the currency of the Corporation are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
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e. Inventories
Inventories consist of raw materials, supplies, finished goods and work in progress 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 Corporation 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 the 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 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.
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 that constitutes a business 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 of a subsidiary that constitutes a business 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.
Profit or loss resulting from downstream transactions is eliminated in full only in the parent company only financial statements. Profit or loss resulting from upstream transactions and transactions between subsidiaries is recognized only in the parent company 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 which 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 associates 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 the equity of associates.
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Any excess of the cost of acquisition over the Company’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 Company’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 for using the equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of the 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 had the investee 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.
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 Corporation’s parent company 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.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Except for freehold land which is not depreciated, 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 methods 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 net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
i. Intangible assets
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. 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.
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When the Corporation has a right to charge for the usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it recognizes this as an intangible asset. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.
2) Derecognition of intangible assets
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, intangible assets and assets related to contract costs
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 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. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
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.
Before the Corporation recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories and property, plant and equipment related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Corporation expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs 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 fair value through profit or loss (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.
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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 fair value through other comprehensive income (FVTOCI).
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 33: Financial Instruments.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
i) The financial asset is 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 asset 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 and cash equivalents, notes receivable, accounts receivable, 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.
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 asset, 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 asset that is not credit impaired on purchase or origination but has 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 1 year 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 and contract assets
The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.
The Corporation always recognizes lifetime expected credit losses (ECLs) for accounts receivable and contract assets. 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, and without taking into account any collateral held, a financial asset is considered to be in default when internal or external information indicates that the debtor is no longer capable of repaying its obligations.
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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. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and 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
Equity instruments issued by the Corporation are classified as equity in accordance with the substance of the contractual arrangements and the definitions of an equity instrument.
Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs.
3) Financial liabilities
a) Subsequent measurement
Except the following situations, all financial liabilities are measured at amortized cost using the effective interest method:
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities are classified as at FVTPL when such financial liabilities are either held for trading.
Financial liabilities held for trading are stated at fair value, and any gains or losses on such financial liabilities are recognized in other gains or losses.
See Note 31 for detailed information on determining of fair value.
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) Convertible bonds
The component parts of compound instruments (i.e., convertible bonds) issued by the Corporation are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
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On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument's maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.
- Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Warranties
Provisions for the expected cost of warranty obligations to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Corporation of the expenditures required to settle the Corporation's obligations.
m. 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.
1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of information products. The Corporation recognizes income and accounts receivable in accordance with the terms stated in the contract.
The Corporation does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
2) Revenue from the rendering of services
As the Corporation provides hardware and software installation services, customers simultaneously receive and consume the benefits provided by the Corporation's performance. Consequently, the related revenue is recognized when services are rendered.
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3) Construction contract revenue
Customers control properties while the construction is in progress; thus, the Corporation recognizes revenue over time. The Corporation measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations. Contract assets are recognized during the construction and are reclassified to accounts receivable at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Corporation recognizes contract liabilities for the difference. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Corporation adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Corporation satisfies its performance obligations.
When the outcome of a performance obligation cannot be reasonably measured, contract revenue is recognized only to the extent of contract costs incurred in satisfying the performance obligation for which recovery is expected.
n. 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.
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 by 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, variable lease payments which depend on an index or a rate. 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 an index or a rate used to determine those payments, the
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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. For a lease modification that is not accounted for as a separate lease, the Corporation accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the parent company only balance sheets.
o. Borrowing costs
All borrowing costs are recognized in profit or loss in the period in which they are incurred.
p. Government grants
Government grants are not recognized until there is reasonable assurance that the Corporation will comply with the conditions attached to them and that the grants will be received.
Government grants related to income are recognized as a reduction of the related costs and expenses or in other income on a systematic basis over the periods in which the Corporation recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Corporation should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Corporation with no future related costs are recognized in profit or loss in the period in which they are received.
q. 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 cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense 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 liabilities (assets) represent the actual deficit (surplus) in the Corporation's defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
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3) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Corporation can no longer withdraw the offer of the termination benefit and when the Corporation recognizes any related restructuring costs.
r. Share-based payment arrangements
Employee share options granted to employees
The fair value at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Corporation’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options. The expense is recognized in full at the grant date if the grants are vested immediately. The grant date of issued ordinary shares for cash which are reserved for employees is the date on which the number of shares that the employees purchase is confirmed.
At the end of each reporting period, the Corporation revises its estimate of the number of employee share options that are expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options.
Restricted Stock to employees
The fair value of employee share-based awards is measured on the grant date, and expenses are recognized on a straight-line basis over the vesting period based on the best estimate of the number of awards expected to vest. At the same time, other equity (employee unearned compensation) is adjusted accordingly. If the awards vest immediately on the grant date, the full amount of the expense is recognized on the grant date. For the Corporation’s capital increase in cash with employee subscription rights reserved, the grant date is the date on which the Board of Directors approves the plan.
The Corporation recognizes other equity (employee unearned compensation) upon the grant date when issuing restricted employee shares, and simultaneously adjusts capital surplus - restricted employee shares. If an employee leaves during the vesting period and is not required to return the dividends already received, the Corporation recognizes the related expenses upon the declaration of dividends and simultaneously adjusts retained earnings and capital surplus - restricted employee shares.
The Corporation revises the estimated number of restricted employee shares expected to vest at each balance sheet date. If the originally estimated number is adjusted, the impact is recognized in profit or loss so that the cumulative expense reflects the revised estimate, with a corresponding adjustment to capital surplus - restricted employee shares.
s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law 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.
- 23 -
- 24 -
2) Deferred tax
Deferred tax is recognized 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 the liabilities are settled or the 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 taxes
Current and deferred taxes are recognized in profit or loss.
- 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 developing material accounting estimates, the Corporation’s considers the possible impact of inflation and interest rate fluctuations on the cash flow projection, growth rates, discount rates, profit abilities and other relevant material estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Key Sources of Estimation Uncertainty
a. Write-down of inventories
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience in the
sale of product of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.
b. Construction contracts
Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Incentives and penalties stipulated in the contract are considered as variable consideration and should be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The estimated total contract costs and contractual items are assessed and determined by management, based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts. See Note 20 for the details.
- CASH AND CASH EQUIVALENTS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash on hand | $ 934 | $ 784 |
| Checking accounts | 3 | 3 |
| Demand deposits | 1,458,139 | 1,113,974 |
| Cash equivalents | ||
| Time deposits with original maturities of 3 months or less | 160,000 | 131,140 |
| $ 1,619,076 | $ 1,245,901 |
The market rates intervals of cash in bank at the end of the year were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Bank balance | 0.00%-1.60% | 0.00%-4.65% |
- FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial liabilities at fair value through profit or loss (FVTPL) - current | ||
| Financial liabilities held for trading Derivative financial assets (not under hedge accounting) Convertible options (Note 18) | $ 3,725 | $ - (Continued) |
- 26 -
December 31
2025 2024
Financial liabilities at fair value through profit or loss (FVTPL) - non-current
Financial liabilities held for trading
Derivative financial assets (not under hedge accounting)
Convertible options (Note 18)
$ - $ 1,000
(Concluded)
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Non-current | ||
| Investments in equity instruments at FVTOCI | $ 122,234 | $ 118,895 |
| Domestic investments | ||
| Listed shares | $ 67,874 | $ 65,507 |
| Unlisted shares | 15,298 | 13,777 |
| Foreign investments | ||
| Unlisted shares | 39,062 | 39,611 |
| $ 122,234 | $ 118,895 |
The Corporation invested in HYE TECHNOLOGY CO., LTD., PHOENIX II INNOVATION VENTURE CAPITAL CO., LTD. and TIEF FUND, L.P. for medium- to long-term strategic purposes, and expects to make profit through long-term investments. 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.
9. FINANCIAL ASSETS AT AMORTIZED COST
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Time deposits with original maturities of more than 1 year | $ 365 | $ - |
10. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Notes receivable | ||
| At amortized cost | ||
| Gross carrying amount | $ 9,307 | $ 935 |
| Less: Allowance for impairment loss | (152) | (6) |
| $ 9,155 | $ 929 | |
| (Continued) |
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Accounts receivable | ||
| At amortized cost | ||
| Gross carrying amount | $ 586,894 | $ 67,623 |
| Less: Allowance for impairment loss | (5,327) | (1,231) |
| $ 581,567 | $ 66,392 | |
| Other receivables | ||
| Business tax | $ 6,718 | $ 12,425 |
| Others | 2,915 | 4,286 |
| 9,633 | 16,711 | |
| Less: Allowance for impairment loss | (109) | (130) |
| $ 9,524 | $ 16,581 | |
| (Concluded) |
a. Notes receivable and accounts receivable
The average credit period of sales of goods is 30 to 180 days.
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 accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on accounts receivable are estimated with reference to the past default experience of the customer, the customer's current financial position, the economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. The Corporation differentiates customer Corporations based on customer credit ratings and sets expected credit loss rates, respectively.
The Corporation writes off an accounts receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation. For accounts receivable 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 notes receivable and accounts receivable based on the Corporation's provision matrix:
December 31, 2025
| 0 to 30 days | 31 to 90 Days | 91 to 180 Days | 181 to 365 Days | Over 365 Days | Total | |
|---|---|---|---|---|---|---|
| Expected credit loss rate | 1.04% | 0.89% | 0.66% | 1.57% | 1.69% | - |
| Gross carrying amount | $ 124,383 | $ 446,740 | $ 21,829 | $ 1,319 | $ 1,930 | $ 596,201 |
| Loss allowance (Lifetime ECLs) | (1,298) | (3,984) | (144) | (21) | (32) | (5,479) |
| Amortized cost | $ 123,085 | $ 442,756 | $ 21,685 | $ 1,298 | $ 1,898 | $ 590,722 |
December 31, 2024
| 0 to 30 days | 31 to 90 Days | 91 to 180 Days | 181 to 365 Days | Over 365 Days | Total | |
|---|---|---|---|---|---|---|
| Expected credit loss rate | 1.09% | 0.80% | 8.95% | 1.72% | 1.50% | - |
| Gross carrying amount | $ 38,891 | $ 16,664 | $ 6,312 | $ 6,157 | $ 534 | $ 68,558 |
| Loss allowance (Lifetime ECLs) | (424) | (134) | (565) | (106) | (8) | (1,237) |
| Amortized cost | $ 38,467 | $ 16,530 | $ 5,747 | $ 6,051 | $ 526 | $ 67,321 |
The movements of the loss allowance of notes receivable and accounts receivable were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 1,237 | $ 7,446 |
| Add: Net remeasurement of loss allowance | 4,242 | - |
| Less: Amounts written off | - | (5,123) |
| Less: Net remeasurement of loss allowance | - | (1,086) |
| Balance at December 31 | $ 5,479 | $ 1,237 |
As of December 31, 2024, the amounts of loss allowance, which included individually impaired notes receivable and accounts receivable of debtors in significant financial difficulty, were $515 thousand respectively. The expected credit losses were recognized at the carrying amounts of notes receivable and accounts receivable. The Corporation does not hold any collateral against the balance of these notes receivable and accounts receivable.
The movements of the loss allowance of other receivables were as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 130 | $ 3,090 |
| Less: Amounts written off | - | (2,939) |
| Less: Net remeasurement of loss allowance | (21) | (21) |
| Balance at December 31 | $ 109 | $ 130 |
11. INVENTORIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Finished goods | $ 64 | $ 67 |
| Work in progress | 664,649 | 540,864 |
| Raw materials | 158,744 | 230,191 |
| Inventory in transit | 1,305 | 256 |
| $ 824,762 | $ 771,378 |
The components of operating costs related to inventories are as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of inventories sold | $ 4,272,605 | $ 5,127,252 |
| Inventory write-downs | $ 2,750 | $ 18,000 |
| Sale of scraps | $ (1,052) | $ (303) |
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Investments in subsidiaries | $ 1,994,348 | $ 2,033,086 |
| Investments in associates | 92,932 | 98,502 |
| $ 2,087,280 | $ 2,131,588 |
a. Investments in subsidiaries
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| MIRTEK (BVI) CORP. LTD. | $ 1,638,143 | $ 1,698,825 |
| DAVID INVESTMENT CO., LTD. | 95,254 | 85,916 |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. | 86,859 | 85,059 |
| MIRLE AUTOMATION INTER CORP. LTD. | 75,609 | 72,850 |
| MIRLE PEROVSKITE SOLAR CORP. | 66,461 | 67,932 |
| ORIGTEK BUSINESS CO., LTD. | 22,029 | 22,504 |
| APPLIED AI CORPORATION LTD | 9,993 | - |
| $ 1,994,348 | $ 2,033,086 | |
| Proportion of Ownership and Voting Rights | ||
| --- | --- | --- |
| December 31 | ||
| Name of Subsidiary | 2025 | 2024 |
| MIRTEK (BVI) CORP. LTD. | 100.00% | 100.00% |
| DAVID INVESTMENT CO., LTD. | 100.00% | 100.00% |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. | 75.00% | 75.00% |
| MIRLE AUTOMATION INTER CORP. LTD. | 100.00% | 100.00% |
| MIRLE PEROVSKITE SOLAR CORP. | 60.01% | 60.01% |
| ORIGTEK BUSINESS CO., LTD. | 51.52% | 51.52% |
| APPLIED AI CORPORATION LTD | 100.00% | - |
On October 11, 2023, the Corporation's board of directors resolved the capital increase of US$20,000 thousand through the Corporation's third-party investment entity, MIRTEK (BVI) CORP. LTD., in MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. As of April 26, 2024 and August 15, 2024, the amount of investment was US$10,000 thousand and US$4,000 thousand, respectively; as of March 11, 2026, the rest of the investment had not been made.
On April 22, 2024, the Corporation's board of directors resolved the disposal of all shares and added a new equity recognition case for reinvesting in ORIGTEK BUSINESS CO., LTD.. On March 20, 2024, the Corporation remitted an investment amount of $21,250 thousand to acquire 51.52% equity and control. Refer to Note 31 to the consolidated financial statements for the year ended December 31, 2025.
On November 1, 2024, the Corporation acquired 600 thousand shares of FACTORY AUTOMATION INTERNATIONAL CO., LTD. from other shareholders for $22,800 thousand, increasing its continuing interest from 51% to 75%.
On November 6, 2025, the Corporation's board of directors resolved the establishment of APPLIED AI CORPORATION LTD on September 9, 2025, investment amount of $10,000 thousand to acquire 100% equity and control had been remitted.
b. Investments in associates
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Associates that are not individually material | ||
| MAIN DRIVE CORPORATION | $ 62,932 | $ 98,502 |
| Tansimo Robotic Manufacturing INC | 30,000 | - |
| $ 92,932 | $ 98,502 |
On August 8, 2024 and December 26, 2024, the Corporation's board of directors approved subscribed for 2,573 thousand and 1,800 thousand, respectively, ordinary shares of MAIN DRIVE CORPORATION for $46,314 thousand and $28,800 thousand in cash, which increased its shareholding ratio from 20.67% to 22.76% and decreased its shareholding ratio from 22.76% to 21.81%, respectively. On June 26, 2025, the shareholders of MAIN DRIVE CORPORATION resolved the capital reduction to offset accumulated losses, with the reduction rate set of 50%, and the shareholding ratio remained of 21.81%.
On August 7, 2025, the Corporation's board of directors ratified a proposal on incorporating Tansimo Robotic Manufacturing INC. with other companies in an aggregate amount of $30,000 thousand with an ownership interest of 30.00%. In August 2025, Tansimo Robotic Manufacturing INC. conducted a cash capital increase, and the Corporation did not participate, as the result the shareholding ratio was decreased from 30% to 13.33%.
1) Aggregate information of associates that are not individually material
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| The Corporation’s share of: | ||
| Net loss for the year | $ (35,570) | $ (36,305) |
- PROPERTY, PLANT AND EQUIPMENT
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Assets used by the Corporation | $ 1,874,683 | $ 1,957,191 |
| Assets leased under operating leases | 143,097 | 145,182 |
| $ 2,017,780 | $ 2,102,373 |
- 31 -
| Assets Used by the Corporation | Assets Leased under Operating Leases | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Freehold Land | Buildings and Ancillary Equipment | Machinery Equipment | Transportation Equipment | Office Equipment | Leasehold Improvement | Work In Progress | Buildings and Ancillary Equipment | ||
| Cost | |||||||||
| Balance at January 1, 2025 | $ 179,901 | $ 2,202,086 | $ 217,493 | $ 15,423 | $ 66,810 | $ 679 | $ 12,009 | $ 153,036 | $ 2,847,437 |
| Additions | - | 2,410 | 12,708 | 2,815 | 3,516 | - | 1,194 | - | 22,643 |
| Disposals | - | (31,625) | (27,585) | (3,057) | (4,276) | (679) | - | - | (67,222) |
| Assets reclassified as operating lease | - | (3,878) | - | - | - | - | - | 3,878 | - |
| Assets reclassified from operating lease | - | 2,815 | - | - | - | - | - | (2,815) | - |
| Reclassified | - | 10,528 | 2,098 | - | - | - | (11,473) | - | 1,153 |
| Balance at December 31, 2025 | $ 179,901 | $ 2,182,336 | $ 204,714 | $ 15,181 | $ 66,050 | $ - | $ 1,730 | $ 154,099 | $ 2,804,011 |
| Accumulated depreciation | |||||||||
| Balance at January 1, 2025 | $ - | $ 584,304 | $ 111,301 | $ 9,097 | $ 27,717 | $ 634 | $ - | $ 7,854 | $ 740,907 |
| Depreciation expense | - | 57,561 | 33,295 | 2,476 | 11,067 | 45 | - | 3,100 | 107,544 |
| Disposals | - | (31,625) | (26,650) | (3,003) | (4,276) | (679) | - | - | (66,233) |
| Assets reclassified as operating lease | - | (244) | - | - | - | - | - | 244 | - |
| Assets reclassified from operating lease | - | 196 | - | - | - | - | - | (196) | - |
| Reclassified | - | (144) | - | - | - | - | - | - | (144) |
| Balance at December 31, 2025 | $ - | $ 610,192 | $ 117,802 | $ 8,570 | $ 34,508 | $ - | $ - | $ 11,002 | $ 782,074 |
| Accumulated impairment | |||||||||
| Balance at January 1, 2025 and December 31, 2025 | $ - | $ - | $ 4,157 | $ - | $ - | $ - | $ - | $ - | $ 4,157 |
| Carrying amount at December 31, 2025 | $ 179,901 | $ 1,572,144 | $ 82,755 | $ 8,611 | $ 31,542 | $ - | $ 1,730 | $ 143,097 | $ 2,017,780 |
| Cost | |||||||||
| Balance at January 1, 2024 | $ 179,901 | $ 2,212,017 | $ 261,852 | $ 24,315 | $ 72,328 | $ 679 | $ 13,484 | $ 153,036 | $ 2,917,612 |
| Additions | - | - | 16,791 | 640 | 7,100 | - | 1,950 | - | 26,481 |
| Disposals | - | (9,931) | (60,994) | (9,532) | (11,831) | - | - | - | (92,288) |
| Reclassified | - | - | (156) | - | (787) | - | (3,425) | - | (4,368) |
| Balance at December 31, 2024 | $ 179,901 | $ 2,202,086 | $ 217,493 | $ 15,423 | $ 66,810 | $ 679 | $ 12,009 | $ 153,036 | $ 2,847,437 |
| Accumulated depreciation | |||||||||
| Balance at January 1, 2024 | $ - | $ 536,295 | $ 137,949 | $ 15,629 | $ 29,252 | $ 91 | $ - | $ 4,782 | $ 723,998 |
| Depreciation expense | - | 57,918 | 34,422 | 2,993 | 10,610 | 543 | - | 3,072 | 109,558 |
| Disposals | - | (9,909) | (60,944) | (9,525) | (11,822) | - | - | - | (92,000) |
| Reclassified | - | - | (126) | - | (523) | - | - | - | (499) |
| Balance at December 31, 2024 | $ - | $ 584,304 | $ 111,301 | $ 9,097 | $ 27,717 | $ 634 | $ - | $ 7,854 | $ 740,907 |
| Accumulated impairment | |||||||||
| Balance at January 1, 2024 and December 31, 2024 | $ - | $ - | $ 4,157 | $ - | $ - | $ - | $ - | $ - | $ 4,157 |
| Carrying amount at December 31, 2024 | $ 179,901 | $ 1,617,782 | $ 102,035 | $ 6,326 | $ 39,093 | $ 45 | $ 12,009 | $ 145,182 | $ 2,102,373 |
Operating leases relate to leases of buildings and ancillary equipment with lease terms between 3 and 5 years. The lessees do not have bargain purchase options to acquire the assets at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating lease payments was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Year 1 | $ 3,943 | $ 4,631 |
| Year 2 | 3,820 | 3,956 |
| Year 3 | 1,273 | 3,820 |
| Year 4 | - | 1,273 |
| $ 9,036 | $ 13,680 |
No impairment loss or reversal of impairment loss was recognized for the year ended December 31, 2025 and 2024.
The above items of property, plant and equipment used by the Corporation are depreciated on a straight-line basis over their estimated useful lives as follows:
| Buildings and ancillary equipment | 4-50 years |
|---|---|
| Machinery equipment | 1-20 years |
| Transportation equipment | 6 years |
| Office equipment | 5-6 years |
| Leasehold improvement | 1-2 years |
The major component of the Corporation's buildings comprises the main building of the plant and electromechanical power equipment, which are depreciated on a straight-line basis over their estimated useful lives of 40-50 years and 4-15 years, respectively.
14. LEASE ARRANGEMENTS
a. Right-of-use assets
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amount | ||
| Land | $ 149,395 | $ 175,449 |
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Additions to right-of-use assets | $ - | $ 3,868 |
| Depreciation charge for right-of-use assets | ||
| Land | $ 24,712 | $ 24,999 |
| Transportation equipment | - | 473 |
| $ 24,712 | $ 25,472 |
b. Lease liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amount | ||
| Current | $ 25,313 | $ 25,145 |
| Non-current | $ 135,450 | $ 161,779 |
Range of discount rate for lease liabilities was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Land | 1.92%-2.16% | 1.92%-2.16% |
| Transportation equipment | - | - |
c. Material leasing activities and terms
The Corporation leases land and for office space and operational uses with lease terms of 9-19 years, respectively. The lease agreements do not contain renewal or purchase options.
d. Other lease information
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expenses relating to short-term leases | $ 17,967 | $ 16,847 |
| Expenses relating to low-value asset leases | $ 13 | $ 7 |
| Total cash outflow for leases | $ (46,354) | $ (46,013) |
The Corporation's leases of certain buildings and office equipment qualify as short-term leases and leases of certain office equipment qualify as 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.
- OTHER INTANGIBLE ASSETS
| Service Concession Arrangements | Computer Software | Licenses and Franchises | Others | Total | |
|---|---|---|---|---|---|
| Cost | |||||
| Balance at January 1, 2025 | $ 9,389 | $ 22,182 | $ 23,000 | $ 13,050 | $ 67,621 |
| Additions | - | 4,080 | - | - | 4,080 |
| Disposals | - | (14,952) | - | (9,046) | (23,998) |
| Balance at December 31, 2025 | $ 9,389 | $ 11,310 | $ 23,000 | $ 4,004 | $ 47,703 |
| Accumulated amortization | |||||
| Balance at January 1, 2025 | $ 5,633 | $ 16,347 | $ 2,660 | $ 9,374 | $ 34,014 |
| Amortization expense | 470 | 4,649 | 1,579 | 1,998 | 8,696 |
| Disposals | - | (14,952) | - | (9,046) | (23,998) |
| Balance at December 31, 2025 | $ 6,103 | $ 6,044 | $ 4,239 | $ 2,326 | $ 18,712 |
| Carrying amount at December 31, 2025 | $ 3,286 | $ 5,266 | $ 18,761 | $ 1,678 | $ 28,991 |
| Cost | |||||
| Balance at January 1, 2024 | $ 9,389 | $ 26,242 | $ 8,000 | $ 79,238 | $ 122,869 |
| Additions | - | 1,459 | 15,000 | - | 16,459 |
| Disposals | - | (5,519) | - | (66,188) | (71,707) |
| Balance at December 31, 2024 | $ 9,389 | $ 22,182 | $ 23,000 | $ 13,050 | $ 67,621 |
| Accumulated amortization | |||||
| Balance at January 1, 2024 | $ 5,164 | $ 14,091 | $ 1,081 | $ 68,769 | $ 89,105 |
| Amortization expense | 469 | 7,775 | 1,579 | 6,793 | 16,616 |
| Disposals | - | (5,519) | - | (66,188) | (71,707) |
| Balance at December 31, 2024 | $ 5,633 | $ 16,347 | $ 2,660 | $ 9,374 | $ 34,014 |
| Carrying amount at December 31, 2024 | $ 3,756 | $ 5,835 | $ 20,340 | $ 3,676 | $ 33,607 |
The Corporation signed several power purchase agreements with Taiwan Power Company that would expire in 20 years starting from the date of interconnection of the electric generators. The gains for the years ended December 31, 2025 and 2024, which were recognized as other income, amounted to $4,676 thousand and $4,902 thousand, respectively.
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
| Service concession arrangements | 20 years |
|---|---|
| Computer software | 3 years |
| Licenses and Franchises | 10-21 years |
| Others | 3-10 years |
| For the Year Ended December 31 | |
| --- | --- |
| 2025 | |
| An analysis of depreciation by function | |
| Operating costs | $ 2,862 |
| Selling and marketing expenses | 7 |
| General and administrative expenses | 3,629 |
| Research and development expenses | 2,198 |
| $ 8,696 |
16. OTHER ASSETS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Other current assets | ||
| Prepayments for construction | $ 14,742 | $ 17,210 |
| Prepayments rents | 14,175 | 13,306 |
| Prepayments maintenance | 6,648 | 5,172 |
| Prepayments foreign travel | 1,380 | 4,728 |
| Prepayments consultant fees | 83 | 8,124 |
| Others | 10,946 | 19,946 |
| $ 47,974 | $ 68,486 | |
| Non-current | ||
| Other non-current assets | ||
| Prepayments for maintenance | $ - | $ 71 |
| Prepayments rents | - | 5 |
| $ - | $ 76 |
- 35 -
17. BORROWINGS
a. Short-term bank loans
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unsecured borrowings | ||
| Working capital loan | $ 750,000 | $ 900,000 |
The effective interest rates of the working capital loan were 1.82%-1.89% and 1.85%-1.88% per annum as of December 31, 2025 and 2024, respectively.
b. Long-term bank loans
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unsecured borrowings | ||
| Bank loans - expiring before February 15, 2027 | $ 504,961 | $ 341,171 |
| Less: Current portion | (322,995) | (181,852) |
| Long-term bank loans | $ 181,966 | $ 159,319 |
The effective interest rates of the long-term bank loans were 1.23%-2.00% and 1.23%-1.40% as of December 31, 2025 and 2024, respectively.
18. BONDS PAYABLE
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unsecured domestic convertible bonds | $ 946,826 | $ 946,423 |
| Less: Current portion | (946,826) | - |
| $ - | $ 946,423 |
As of September 16, 2024, the Corporation issued 10 thousand, 0% NTD-denominated unsecured convertible bonds in Taiwan, with an aggregate principal amount of $1,000,000 thousand.
Each bond entitles the holder to convert it into ordinary shares of the Corporation at a conversion price of $80. Conversion may occur at any time between December 17, 2024 and September 16, 2027. If the bonds have not been converted, they will be repaid in cash according to the face value of the bonds within 10 business days after maturity.
Between three months following the issuance of the convertible corporate bonds (December 17, 2024) and 40 days before the maturity date (August 7, 2027), if the closing price of the Corporation's ordinary shares meets certain conditions, the Corporation may redeem all its bonds in cash within the next 30 business days. If the outstanding balance of the converted corporate bonds is less than 10% of the total face value of the original issue, the Corporation may, at any time, thereafter, exercise its right to redeem all of its bonds in cash.
The sell-back base date is September 16, 2026, two years after the issuance of the convertible bonds, allowing bondholders to sell them back in advance. Bondholders can sell back the convertible bonds on the sell-back base date. The Corporation was required to redeem the bonds it held in cash at 100.50% of their face value within the 40 days prior to the sell-back base date, with an annual yield of 0.25% on the sale.
Due to a cash capital increase and issuance of common shares, the Corporation adjusted the conversion price of the second domestic unsecured convertible bonds from $80 to $79, effective October 14, 2024.
The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus - options. The effective interest rate of the liability component was 2.03% per annum on initial recognition.
The Corporation redeemed bonds at fair market value in the open market. As of December 31, 2025, 197 lots of bonds were redeemed with a principal amount of $19,700 thousand. The redemption price was allocated between the liability and equity components. The difference between the amount allocated to the liability component and its carrying amount was recognized as a gain on redemption of $1,676 thousand for the year ended December 31, 2025.
| Proceeds from issuance (less transaction costs of $2,175 thousand) | $ 1,174,201 |
|---|---|
| Equity component (less transaction costs allocated to the equity component of $428 thousand) | (230,748) |
| Derivative components on issuance date | (2,600) |
| Liability component at the date of issue (less transaction costs allocated to the liability component of $1,747 thousand) | 940,853 |
| Interest charged at an effective interest rate of 2.03% | 5,570 |
| Liability component at December 31, 2024 | 946,423 |
| Interest charged at an effective interest rate of 2.03% | 19,151 |
| Redeemed bonds | (18,748) |
| Liability component at December 31, 2025 | $ 946,826 |
19. OTHER LIABILITIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Accrued expenses and other current liabilities | ||
| Bonus | $ 133,116 | $ 154,804 |
| Salaries | 115,102 | 125,617 |
| Outsourcing fee | 113,556 | 92,541 |
| Purchases of equipment | 5,559 | 20,207 |
| Compensation of employees and remuneration of directors | - | 3,215 |
| Others | 263,114 | 179,622 |
| $ 630,447 | $ 576,006 | |
| Non-current | ||
| Other non-current liabilities | ||
| Long-term payables | $ 6,000 | $ 9,000 |
- PROVISIONS - CURRENT
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Warranties | $ 9,135 | $ 4,235 |
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Balance at January 1 | $ 4,235 | $ 2,888 |
| Additional provisions recognized | 79,346 | 66,254 |
| Amount used | (74,446) | (64,907) |
| Balance at December 31 | $ 9,135 | $ 4,235 |
The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Corporation’s obligations for warranties under contracts for the sale of goods. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.
- RETIREMENT BENEFIT PLANS
a. Defined contribution plan
The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Corporation makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plan
The defined benefit plans adopted by the Corporation in accordance with the Labor Standards 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 contribute amounts equal to 11% 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.
The amounts included in the parent company only balance sheets in respect of the Corporation’s defined benefit plans are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Present value of defined benefit obligation | $ 312,473 | $ 384,866 |
| Fair value of plan assets | (200,696) | (249,322) |
| Net defined benefit liabilities | $ 111,777 | $ 135,544 |
- 37 -
Movements in net defined benefit liabilities were as follows:
| Present Value of the Defined Benefit Obligation | Fair Value of the Plan Assets | Net Defined Benefit Liabilities | |
|---|---|---|---|
| Balance at January 1, 2024 | $ 466,113 | $ (261,333) | $ 204,780 |
| Service cost | |||
| Current service cost | 1,464 | - | 1,464 |
| Net interest expense (income) | 5,826 | (3,305) | 2,521 |
| Recognized in profit or loss | 7,290 | (3,305) | 3,985 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (24,065) | (24,065) |
| Actuarial loss | |||
| Changes in financial assumptions | (8,413) | - | (8,413) |
| Experience adjustments | (18,191) | - | (18,191) |
| Recognized in other comprehensive loss (income) | (26,604) | (24,065) | (50,669) |
| Contributions from the employer | - | (22,552) | (22,552) |
| Benefits paid | (61,933) | 61,933 | - |
| Balance at December 31, 2024 | 384,866 | (249,322) | 135,544 |
| Service cost | |||
| Current service cost | 854 | - | 854 |
| Net interest expense (income) | 5,773 | (3,775) | 1,998 |
| Recognized in profit or loss | 6,627 | (3,775) | 2,852 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (18,386) | (18,386) |
| Actuarial loss (gain) | |||
| Changes in financial assumptions | (2,860) | - | (2,860) |
| Experience adjustments | (1,231) | - | (1,231) |
| Recognized in other comprehensive income | (4,091) | (18,386) | (22,477) |
| Contributions from the employer | (4,142) | (4,142) | |
| Benefits paid | (74,929) | 74,929 | - |
| Balance at December 31, 2025 | $ 312,473 | $ (200,696) | $ 111,777 |
Through the defined benefit plans 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 shall not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government or 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 using the future salaries of plan participants. As such, an increase in the salaries 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 are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | 1.38% | 1.50% |
| Expected rate of salary increase | 4.75% | 5.00% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | ||
| 0.25% increase | $ (6,152) | $ (8,146) |
| 0.25% decrease | $ 6,352 | $ 8,413 |
| Expected rate of salary increase/decrease | ||
| 0.25% increase | $ 6,050 | $ 8,003 |
| 0.25% decrease | $ (5,893) | $ (7,795) |
The above sensitivity analysis 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 will 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 | $ 3,268 | $ 4,600 |
| Average duration of the defined benefit obligation | 8.0 years | 8.6 years |
22. EQUITY
a. Share capital
1) Ordinary shares
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Shares authorized (in thousands of shares) | 250,000 | 250,000 |
| Shares authorized | $ 2,500,000 | $ 2,500,000 |
| Shares issued and fully paid (in thousands of shares) | 206,451 | 204,531 |
| Shares issued | $ 2,064,512 | $ 2,045,312 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
A total of 20,000 thousand ordinary shares are reserved for the exercise of employee share options, preferred shares with share options or bonds with attached share options.
On July 11, 2024, the Corporation's board of directors resolved to issue 9,000 thousand ordinary shares with a par value of $10, for a consideration of $63 per share which increased the share capital issued and fully paid to $2,045,312 thousand. On August 20, 2024, the above transaction was approved by the FSC, and the subscription base date was determined by the board of directors to be October 14, 2024, and registered on October 24, 2024.
The Corporation's shareholders resolved to issue additional 2,000,000 restricted shares to employees in their annual general meeting held on May 26, 2025, which was approved under Rule No. 1140349594 issued by the FSC dated July 9, 2025. Subsequently, the board of directors resolved to the proposed issuance of 1,920,000 shares at an price of $0 per share on August 7, 2025, and the subscription base date was determined by the board of directors to be September 1, 2025, and registered on September 11, 2025. Refer to Note 29 for relevant information.
b. Capital surplus
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) | ||
| Issuance of share capital | $ 477,000 | $ 477,000 |
| Conversion of bonds | 234,579 | 234,579 |
| Treasury share transactions | 22,351 | 19,150 |
| Employee share options | 15,822 | 15,822 |
| May only be used to offset a deficit | ||
| Share of changes in capital surplus of associates (2) | 20,509 | 20,509 |
| May not be used for any purpose | ||
| Employee restricted shares | 37,090 | - |
| Convertible bonds share warrants | 226,202 | 230,748 |
| $ 1,033,553 | $ 997,808 |
1) 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).
2) Pursuant to IAS 28, if the Corporation subscribes for the shares of its associates at a percentage different from its existing ownership percentage, causing the proportion of ownership to change but still having significant influence on the associate, its adjusted capital surplus may only be used to offset deficit.
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the 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 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. If the surplus distribution is issued as cash dividends, the board of directors shall be authorized to distribute by special resolution and shall be reported to the shareholders in their meeting. For the policies on the distribution of compensation of employees and remuneration of directors, refer to compensation of employees and remuneration of directors in Note 24(h).
In accordance with the Corporation's Articles, the dividends policy is to enable the shareholders to have a share in the Corporation's profit, for continuous expansion of its business and stabilization of profitability. At least 30% of the dividends should be distributed to shareholders, and the total cash dividends paid in any given year should be at least 40% of the total dividends distributed.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation's paid-in capital. 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.
When a special reserve is appropriated for cumulative net debit balance reserves from prior period, the special reserve is only appropriated from the prior unappropriated earnings.
The appropriations of earnings for 2024 and 2023 were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Legal reserve | $ 15,368 | $ 20,018 |
| Special reserve | $ (135,152) | $ 7,775 |
| Cash dividends | $ 71,586 | $ 97,766 |
| Cash dividends per share (NT$) | $ 0.35 | $ 0.5 |
The above appropriations for cash dividends were resolved by the Corporation's board of directors on March 10, 2025 and March 12, 2024, respectively; the other proposed appropriations were resolved by the shareholders in their meeting on May 26, 2025 and May 29, 2024, respectively.
The appropriation of earnings for 2025, which were proposed by the Corporation's board of directors on March 11, 2026, were as follows:
| For the Year Ended December 31, 2025 | |
|---|---|
| Legal reserve | $ - |
| Special reserve | $ 11,547 |
| Cash dividends | $ 51,588 |
| Cash dividends per share (NT$) | $ 0.25 |
On March 11, 2026, the Corporation's board of Directors proposed to distribute cash in the amount of $51,588 thousand from the capital surplus.
The above appropriation for cash dividends has been resolved by the Corporation's board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on May 28, 2026.
- 41 -
d. Special reserve
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 135,152 | $ 127,377 |
| Appropriations in respect of | ||
| Debits to other equity items | - | 7,775 |
| Reversals: | ||
| Reversal of the debits to other equity items | (135,152) | - |
| Balance at December 31 | $ - | $ 135,152 |
e. Other equity items
1) Exchange differences on the translation of the financial statements of foreign operations
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ (40,250) | $ (145,183) |
| Recognized for the year | ||
| Exchange differences on the translation of the financial statements of foreign operations | (35,095) | 104,933 |
| Other comprehensive income (loss) recognized for the year | (35,095) | 104,933 |
| Balance at December 31 | $ (75,345) | $ (40,250) |
2) Unrealized valuation gain (loss) on financial assets at FVTOCI
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 57,973 | $ 10,031 |
| Recognized for the year | ||
| Unrealized gain - equity instruments | 5,825 | 47,942 |
| Other comprehensive income recognized for the year | 5,825 | 47,942 |
| Balance at December 31 | $ 63,798 | $ 57,973 |
3) Unearned employee benefits
On May 26, 2025, the Corporation’s shareholders meeting resolved to issue restricted stock, please refer to Note 27 for relevant instructions.
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ - | $ - |
| Issuance of shares | (56,290) | - |
| Share-based payment expenses recognized | 10,452 | - |
| Balance at December 31 | $ (45,838) | $ - |
23. REVENUE
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | ||
| Construction contract revenue | $ 4,748,298 | $ 5,639,526 |
| Revenue from the sale of goods | 178,254 | 370,181 |
| Revenue from the rendering of services | 357,360 | 279,372 |
| $ 5,283,912 | $ 6,289,079 |
a. Contract balances
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Notes receivable (Note 10) | $ 9,155 | $ 929 | $ 57,147 |
| Accounts receivable (Note 10) | $ 581,567 | $ 66,392 | $ 144,337 |
| Receivables from related parties (Note 32) | $ 13,898 | $ 12,567 | $ 7,465 |
| Contract assets - current | |||
| Construction contracts | $ 2,970,543 | $ 4,694,344 | $ 4,996,358 |
| Contract liabilities - current | |||
| Construction contracts | $ 167,098 | $ 293,616 | $ 383,088 |
| Sale of goods | 45,416 | 59,687 | 113,360 |
| $ 212,514 | $ 353,303 | $ 496,448 |
The Corporation measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The contract assets will be transferred to accounts receivable when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk characteristics as the accounts receivable for the same types of contracts. Therefore, the Corporation concluded that the expected loss rates for accounts receivable can be applied to the contract assets.
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expected credit loss rate | 1.67% | 1.38% |
| Gross carrying amount | $ 3,020,843 | $ 4,760,038 |
| Allowance for impairment loss (Lifetime ECLs) | (50,300) | (65,694) |
| $ 2,970,543 | $ 4,694,344 |
The movements of the loss allowance of contract assets were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 65,694 | $ 73,971 |
| Less: Amounts written off | (949) | - |
| Less: Net remeasurement of loss allowance | (14,445) | (8,277) |
| Balance at December 31 | $ 50,300 | $ 65,694 |
b. Disaggregation of revenue
| Reportable Segments | |||
|---|---|---|---|
| Intelligent Automation System and Equipment | Digital Technology Products and Industrial Controllers | Total | |
| For the years ended December 31, 2025 | |||
| Type of goods or services | |||
| Construction contract revenue | $ 4,698,734 | $ 49,564 | $ 4,748,298 |
| Revenue from the sale of goods | 116,577 | 61,677 | 178,254 |
| Revenue from the rendering of services | 226,753 | 130,607 | 357,360 |
| $ 5,042,064 | $ 241,848 | $ 5,283,912 | |
| For the years ended December 31, 2024 | |||
| Type of goods or services | |||
| Construction contract revenue | $ 5,606,899 | $ 32,627 | $ 5,639,526 |
| Revenue from the sale of goods | 151,355 | 218,826 | 370,181 |
| Revenue from the rendering of services | 150,732 | 128,640 | 279,372 |
| $ 5,908,986 | $ 380,093 | $ 6,289,079 |
24. NET PROFIT FROM CONTINUING OPERATIONS
a. Other operating income and expenses
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Loss on disposal of property, plant and equipment | $ (54) | $ (88) |
b. Interest income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Bank deposits | $ 8,108 | $ 20,758 |
| Others | 540 | 148 |
| $ 8,648 | $ 20,906 |
c. Other income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Grants income | $ 24,705 | $ 7,279 |
| Rental income | 4,854 | 4,855 |
| Concession income (Note 15) | 4,676 | 4,902 |
| Dividends | 2,559 | 627 |
| Others | 12,248 | 6,717 |
| $ 49,042 | $ 24,380 |
d. Other gains and losses
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Gain (loss) on financial assets and financial liabilities | $ 1,676 | $ - |
| Financial liabilities held for trading | - | 69 |
| Loss on lease modification | (1,711) | (124) |
| Construction penalties | ||
| Net gain on fair value changes of financial instruments at fair value through profit or loss | 215 | - |
| Financial assets and liabilities held for trading | (2,823) | 1,600 |
| Other net loss | (10,555) | (16,952) |
| $ (13,198) | $ (15,407) |
e. Finance costs
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest on bank loans | $ 27,900 | $ 47,704 |
| Interest on convertible bonds | 19,151 | 5,570 |
| Interest on lease liabilities | 3,555 | 4,067 |
| Others | - | 4 |
| $ 50,606 | $ 57,345 |
f. Depreciation and amortization
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Property, plant and equipment | $ 107,544 | $ 109,558 |
| Right-of-use assets | 24,712 | 25,472 |
| Other intangible assets | 8,696 | 16,616 |
| $ 140,952 | $ 151,646 | |
| An analysis of depreciation by function | ||
| Operating costs | $ 52,006 | $ 53,126 |
| Operating expense | 80,250 | 81,904 |
| $ 132,256 | $ 135,030 | |
| An analysis of amortization by function | ||
| Operating costs | $ 2,862 | $ 7,094 |
| Operating expense | 5,834 | 9,522 |
| $ 8,696 | $ 16,616 |
Refer to Note 15 for information relating to the line items in which any amortization of intangible assets is included.
g. Employee benefits expense
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Post-employment benefits (Note 21) | ||
| Defined contribution plans | $ 59,237 | $ 57,715 |
| Defined benefit plans | 2,852 | 3,985 |
| 62,089 | 61,700 | |
| Share-based payment | ||
| Equity settled | 10,452 | 15,822 |
| Termination benefits | 21,182 | 3,425 |
| Other employee benefits | 1,317,083 | 1,359,553 |
| Total employee benefits expense | $ 1,410,806 | $ 1,440,500 |
| An analysis of employee benefits expense by function | ||
| Operating costs | $ 809,652 | $ 871,014 |
| Operating expenses | 601,154 | 569,486 |
| $ 1,410,806 | $ 1,440,500 |
h. Compensation of employees and remuneration of directors
According to the Corporation's Articles, the Corporation accrues compensation of employees and remuneration of directors at rates of no less than 1% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. Following the amendment to the Securities and Exchange Act in August 2024, the Corporation has made an amendment to its Articles of Incorporation at the 2025 shareholders' meeting, which will stipulate that no less than 0.5% of the profit before income tax, excluding the distribution of compensation of employees and remuneration of directors, will be allocated to compensation for rank-and-file employees. For December 31, 2025, the Corporation had a pre-tax loss; therefore, compensation of employees and remuneration of directors were not estimated. The compensation of employees and the remuneration of directors for December 31, 2024 are as follows:
Accrual rate
| For the Year Ended December 31, 2024 | |
|---|---|
| Compensation of employees | |
| Remuneration of directors | 1% |
| 2% | |
| Amount | |
| For the Year Ended December 31, 2024 | |
| Cash | |
| Compensation of employees | $ 1,072 |
| Remuneration of directors | $ 2,143 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2024 and 2023.
Information on the compensation of employees and remuneration of directors resolved by the Corporation's board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
25. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | ||
| In respect of the current year | $ - | $ (4,695) |
| Adjustments for prior year | 14,195 | 27,002 |
| Deferred tax | ||
| In respect of the current year | 40,004 | (13,237) |
| Income tax expense recognized in profit or loss | $ 54,199 | $ (930) |
A reconciliation of accounting profit and income tax expense is as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Profit before tax from continuing operations | $ 226,459 | $ (103,943) |
| Income tax expense calculated at the statutory rate | $ 45,292 | $ (20,789) |
| Nondeductible expenses in determining taxable income | (5,932) | (1,432) |
| Nondeductible items in determining taxable income | 20,478 | (1,597) |
| Unrecognized deductible temporary differences | (19,834) | (4,114) |
| Adjustments for prior years’ tax | 14,195 | 27,002 |
| Income tax expense recognized in profit or loss | $ 54,199 | $ (930) |
b. Current tax assets and liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax assets | ||
| Income tax receivable | $ 27,572 | $ 17,241 |
| Current tax liabilities | ||
| Income tax payable | $ - | $ 14,195 |
c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2025
| Opening Balance | Recognized in Profit or Loss | Closing Balance | |
|---|---|---|---|
| Deferred tax assets | |||
| Temporary differences | |||
| Associates | $ 3,854 | $ - | $ 3,854 |
| Defined benefit obligations | 9,310 | (2,598) | 6,712 |
| 13,164 | (2,598) | 10,566 | |
| Loss carryforward | - | 26,198 | 26,198 |
| $ 13,164 | $ 23,600 | $ 36,764 | |
| Deferred tax liabilities | |||
| Temporary differences | |||
| Unrealized exchange gains | $ 17,681 | $ (16,404) | $ 1,277 |
| For the year ended December 31, 2024 | |||
| Opening Balance | Recognized in Profit or Loss | Closing Balance | |
| Deferred tax assets | |||
| Temporary differences | |||
| Associates | $ 3,854 | $ - | $ 3,854 |
| Defined benefit obligations | 11,500 | (2,190) | 9,310 |
| $ 15,354 | $ (2,190) | $ 13,164 | |
| Deferred tax liabilities | |||
| Temporary differences | |||
| Unrealized exchange gains | $ 6,634 | $ 11,047 | $ 17,681 |
d. Deductible temporary differences for which no deferred tax assets have been recognized in the parent company only balance sheets
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Loss carryforward | ||
| Due to 2035 | $ 70,270 | $ - |
| Deductible temporary differences | ||
| Deferred revenue | $ 99,399 | $ 96,476 |
| Write-down of inventories | 70,847 | 68,097 |
| After-sales service guarantee | 9,135 | 4,235 |
| $ 179,381 | $ 168,808 |
e. Information on unused loss carryforwards
As of December 31, 2025, Information on unused loss carryforwards as follows:
| Unused Loss Carryforwards | Final Year of Deduction |
|---|---|
| $ 201,259 | 2035 |
f. Income tax assessments
The Corporation’s income tax returns through 2023 have been assessed by the tax authorities.
26. EARNINGS PER SHARE
Unit: NT$ Per Share
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Basic earnings (losses) per share | $ (0.84) | $ 0.52 |
| Diluted earnings (losses) per share | $ (0.84) | $ 0.52 |
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:
Net Profit for the Year
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Profit (loss) for the year attributable to shareholders of the Corporation | $ (172,260) | $ 103,013 |
| Earnings (losses) used in the computation of diluted earnings per share | $ (172,260) | $ 103,013 |
The weighted average number of ordinary shares outstanding (in thousands of shares) was as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average number of ordinary shares used in the computation of basic earnings per share | 204,531 | 197,474 |
| Effect of potentially dilutive ordinary shares | ||
| Compensation of employees | - | 24 |
| Weighted average number of ordinary shares used in the computation of diluted earnings per share | 204,531 | 197,498 |
The Corporation may settle the compensation of 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 are 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.
If the outstanding convertible bonds are converted, there would be an anti-dilutive effect; therefore, they were excluded from the computation of diluted earnings per share.
27. SHARE-BASED PAYMENT ARRANGEMENTS
a. Cash capital increase reserved for employees
On July 11, 2024, the Corporation’s board of directors resolved to increase capital in cash and reserve 10% of the total amount of new shares issued for employees to subscribe to in accordance with the company law. Qualified employees of the Corporation were granted 900 options in September 2024. Each option entitles the holder with the right to subscribe for one thousand ordinary shares of the Corporation.
Options granted in September 2024 are priced using the Black-Scholes pricing model, and the inputs to the model are as follows:
September 2024
| Grant-date share price | $ 80.50 |
|---|---|
| Exercise price | $ 63.00 |
| Expected volatility | 3.34% |
| Expected dividend yield | - |
| Risk-free interest rate | 1.4605% |
| Fair value of options granted | $ 17.58 |
Compensation costs recognized was $15,822 thousand for the year ended December 31, 2024.
b. Restricted stock
The related information on Corporation’s Restricted employee shares are as follows:
| Date of Approval by the Shareholders' Meeting | Proposed Issuance Shares (In Thousands) | Granted Pursuant to the Board Resolution Shares (In Thousands) | Grant-date | Subscription Base Date | Actual Issuance Shares (In Thousands) | Grant-date Fair Value |
|---|---|---|---|---|---|---|
| May 26, 2025 | 2,000 | 1,920 | August 7, 2025 | September 1, 2025 | 1,920 | $ 60.10 |
On May 26, 2025, Corporation’s shareholders’ meeting resolved to issue a total amount of NT$20,000 thousand restricted stocks, totaling 2,000 thousand shares, which were issued free of charge. The vesting conditions and the rights of employees to be restricted before the vesting conditions are met after the allotment of new shares are as follows:
1) Vesting conditions
a) Employees remain in employment on each vesting date after being allotted new shares with restricted employee rights, and during the period, it was determined by the Corporation that the employees have not violated the labor contract, company staff code of conduct, trust contract, corporate governance code of practice, ethical corporate management best practice principles, work rules, non-compete clause and non-disclosure code, or contractual agreement with the Corporation, and has achieved the personal performance appraisal indicators set by the company. The vesting proportions on vested dates in each year are as follows:
Expiration of one year: 20%
Expiration of two years: 25%
Expiration of three years: 25%
Expiration of four years: 30%
b) Individual performance indicators: The assessment grade in the most recent year after the expiration of the vested period reaches Grade A.
2) The rights that are restricted before the vesting conditions are met after the allotment of new shares
a) Before the vesting conditions are met after the employee is allotted new shares, the restricted stock shall not be sold, pledged, transferred, gifted, set up, or otherwise disposed of in any other way, except for inheritance.
b) Before the vesting conditions are met after the employee is allotted new shares, the rights to attend, propose, speak, vote at the shareholders’ meeting are same as those of the issued common shares of the Corporation, and are executed in accordance with the trust and custody agreement.
c) Before the vesting conditions are met, the right of the restricted stocks allocated by employees in accordance with these Regulations including but not limited to: Dividends, legal reserve, rights of allocation of additional paid-in capital, rights of allocation of cash capital increase, etc., are same as the issued common shares of the Corporation, and the allotment dividends obtained by it are not subject to vesting periods, and the relevant operation methods shall be executed in accordance with the trust and custody agreement.
d) The closing date of the transfer of shares of the Corporation’s free-gratis dividends, cash dividends and cash capital increase subscription, the period during which shareholders’ meetings are suspended as stipulated in Article 165, Paragraph 3 of the Company Act, other occurrences based on facts of the statutory suspension period for property transfer extends to the base date for the distribution of rights. For employees who meet the vesting conditions during this period, the timing and procedures for lifting the restriction on vested shares shall be implemented in accordance with the trust custody agreement or relevant laws and regulations.
Restricted employee shares are as follows:
| Restricted employee shares | December 31, 2025 |
|---|---|
| Balance on January 1 | - |
| Options Grant | 1,920 |
| Balance on December 31 | 1,920 |
Compensation costs recognized were both $10,452 thousand for December 31, 2025.
28. GOVERNMENT GRANTS
In October 2025, the Corporation obtained government grants from the Industrial Development Administration (IDA) of the Ministry of Economic Affairs for the “Development of General-Purpose Chips Integrating Generative AI and Cybersecurity Protection Technologies and High-Value Industrial Robot
Dogs" project under The Taiwan Industry Innovation Platform Program. For fiscal year 2025, the Company recognized $23,966 thousand as government grants revenue for this project.
29. ACQUISITION OF A SUBSIDIARY THAT CONSTITUTES A BUSINESS - WITH OBTAINED CONTROL
| Subsidiary | Principal Activity | Date of Acquisition | Proportion of Voting Equity Interests Acquired (%) | Consideration Transferred |
|---|---|---|---|---|
| ORIGTEK BUSINESS CO., LTD. | Engaged in the design and development of customized software and information system integration | March 20, 2024 | 51.52 | $ 21,250 |
The Corporation acquired 51.52% of the equity shares of ORIGTEK BUSINESS CO., LTD., refer to Note 31 to the consolidated financial statements for the year ended December 31, 2025.
30. PARTIAL ACQUISITION OR DISPOSAL OF SUBSIDIARIES - WITHOUT LOSS OF CONTROL
On November 1, 2024, the Corporation acquired an additional 1% equity interest in FACTORY AUTOMATION INTERNATIONAL CO., LTD. and increased its continuing interest from 51% to 75%.
The above transactions were accounted for as equity transactions since the Corporation did not cease to have control over these subsidiaries. Refer to Note 32 to the Corporation's consolidated financial statements for the year ended December 31, 2025.
31. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
December 31, 2025
| Carrying Amount | Fair Value | ||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial liabilities | |||||
| Financial liabilities at amortized cost | |||||
| Convertible bonds | $ 946,826 | $ - | $ 950,009 | $ - | $ 950,009 |
| December 31, 2024 | |||||
| Carrying Amount | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial liabilities | |||||
| Financial liabilities at amortized cost | |||||
| Convertible bonds | $ 946,423 | $ - | $ 945,400 | $ - | $ 945,400 |
The fair values of the financial liabilities included in the Level 2 categories above have been determined in accordance with the income approach based on a discounted cash flow analysis.
b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Investments in equity instruments | ||||
| Domestic listed shares | $ - | $ 67,874 | $ - | $ 67,874 |
| Domestic unlisted shares | - | - | 15,298 | 15,298 |
| Foreign unlisted shares | - | - | 39,062 | 39,062 |
| $ - | $ 67,874 | $ 54,360 | $ 122,234 | |
| Financial liabilities at fair value through profit or loss | ||||
| Derivative financial assets | $ - | $ 3,725 | $ - | $ 3,725 |
| December 31, 2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | ||||
| Domestic listed shares | $ - | $ 65,507 | $ - | $ 65,507 |
| Domestic unlisted shares | - | - | 13,777 | 13,777 |
| Foreign unlisted shares | - | - | 39,611 | 39,611 |
| $ - | $ 65,507 | $ 53,388 | $ 118,895 | |
| Financial liabilities at fair value through profit or loss | ||||
| Derivative financial assets | $ - | $ 1,000 | $ - | $ 1,000 |
There were no transfers between Levels 1 and 2 in the current and prior years.
2) Reconciliation of Level 3 fair value measurements of financial instruments
| Financial Assets | Financial Assets at FVTOCI | |
|---|---|---|
| Equity Instruments | ||
| 2025 | 2024 | |
| Balance at January 1 | $ 53,388 | $ 57,703 |
| Recognized in other comprehensive income | 3,458 | 5,731 |
| Cash returns from capital reduction | (2,486) | (10,046) |
| Balance at December 31 | $ 54,360 | $ 53,388 |
3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instrument | Valuation Technique and Inputs |
|---|---|
| Investment in equity instruments | Equity instruments measured at fair value through other comprehensive income or loss in Level 2 of the fair value hierarchy are subject to restrictions on transfer or sale, and their fair values are based on quoted prices in active markets for similar unrestricted equity instruments, after discounted prices are taken into account. |
| Derivative financial assets-Convertible options | Binary tree convertible bond valuation model: tracks the evolution of option key underlying variables over discrete time periods through a binary tree at multiple time steps between the valuation date and the maturity date. Each node of the tree represents the probable price at a given point in time. |
4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair value of unlisted shares is estimated based on the financial statements of the issuer of such shares or based on the observable price of stock of comparable companies at the end of the year. The estimated fair value is further evaluated by comparing the financial position and financial performance of the issuer with the comparable companies and by applying the implied value multiplier to the estimated price at the balance sheet date.
c. Categories of financial instruments
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets | ||
| Amortized cost | ||
| Cash and cash equivalents | $ 1,619,076 | $ 1,245,901 |
| Financial assets at amortized cost - current | 365 | - |
| Notes receivable (including related parties) | 9,155 | 929 |
| Accounts receivable (including related parties) | 595,465 | 78,959 |
| Other receivables (including related parties) | 4,345 | 5,776 |
| Refundable deposits | 100,131 | 21,016 |
| Financial assets at FVTOCI | ||
| Equity instruments | 122,234 | 118,895 |
| Financial liabilities | ||
| Fair value through profit or loss | ||
| Held for trading | 3,725 | 1,000 |
| Amortized cost | ||
| Short-term bank loans | 750,000 | 900,000 |
| Notes payable | 491 | 23,450 |
| Accounts payable (including related parties) | 2,368,917 | 2,803,059 |
| Accrued expenses and other current liabilities | 261,633 | 244,418 |
| BONDS PAYABLE | 946,826 | 946,423 |
| Long-term bank loans (including current portion) | 504,961 | 341,171 |
| Guarantee deposits received | 748 | 748 |
| Long-term payables | 6,000 | 9,000 |
d. Financial risk management objectives and policies
The Corporation’s financial risk management objectives are to manage market risk, credit risk and liquidity risk relating to the operations of the Corporation. To reduce the related financial risks, the Corporation is committed to identify, evaluate and avoid the uncertainty of the market to reduce the potentially negative effects of market volatility on the Corporation’s financial performance.
The Corporation’s important financial activities were reviewed by the management in accordance with relevant regulations and internal control system. During the execution of the financial plans, the Corporation strictly complied with the relevant financial operating procedures.
1) Market risk
The Corporation’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
There has been no change to the Corporation’s exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
The Corporation have foreign currency denominated sales and purchases, which expose the Corporation to foreign currency risk.
The Corporation’s main operating activities are foreign currency denominated sales and purchases, which expose the Corporation to the risk of exchange rate changes.
The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities are set out in Note 34.
Sensitivity analysis
The Corporation is mainly exposed to the USD, RMB and JPY.
The following table details the Corporation’s sensitivity to a 5% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. 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 is 5%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the year for a 5% change in foreign currency rates. A negative number below indicates a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 5% against the relevant currency. For a 5% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be positive.
| USD Impact | ||
|---|---|---|
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Profit or loss | $ (47,907) | $ (82,725) |
| RMB Impact | ||
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Profit or loss | $ 1,187 | $ 209 |
JPY Impact
For the Year Ended December 31
2025 2024
Profit or loss
$ (774) $ 421
The Corporation’s sensitivity to USD decreased during the year mainly due to an decrease in USD-denominated net assets, respectively; sensitivity to RMB and JPY increased during the year mainly due to an decrease in RMB-denominated net liabilities and an increase in JPY-denominated net assets.
b) Interest rate risk
The Corporation is exposed to interest rate risk because the Corporation borrow funds at both fixed and floating interest rates. The risk is managed by the Corporation by maintaining an appropriate mix of fixed and floating rate borrowings and using interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetites ensuring the most cost-effective hedging strategies are applied.
The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value interest rate risk | ||
| Financial assets | $ 160,000 | $ 131,140 |
| Financial liabilities | 1,657,589 | 1,433,347 |
| Cash flow interest rate risk | ||
| Financial assets | 1,458,504 | 1,113,974 |
| Financial liabilities | 704,961 | 941,171 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Corporation’s exposure to interest rates for both derivative and non-derivative instruments at the end of the year. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 1% increase or decrease is 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 1% higher and all other variables were held constant, the Corporation’s pre-tax profit (loss) for the years ended December 31, 2025 and 2024 would have decreased by $7,535 thousand and increased $1,728 thousand, respectively, which was mainly attributable to the Corporation’s exposure to cash flow interest rate risk on its variable-rate borrowings.
The Corporation’s sensitivity to interest rates changed during the current year mainly due to the increase in variable-rate net assets.
- 56 -
2) 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. At the end of the year, the Corporation’s maximum exposure to credit risk, which would cause a financial loss to the Corporation due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Corporation, arises from the carrying amount of the respective recognized financial assets as stated in the parent company only balance sheets.
The Corporation’s concentration of credit risk of 59.17% and 64.37% of total amounts of accounts receivable and contract assets as of December 31, 2025 and 2024, respectively, was attributable to the Corporation’s ten largest customers in the property construction business segment. The concentration of credit risk of the remaining accounts receivable and contract assets was not significant.
3) 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 short-term bank loan facilities set out in (b) below.
a) Liquidity and interest rate risk tables 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. The table includes both interest and principal cash flows. 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.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the year.
December 31, 2025
| On Demand or Less than 1 Month | 1-3 Months | 3 Months to 1 Year | 1+ Years | |
|---|---|---|---|---|
| Non-interest bearing (Note) | $ 158,217 | $ 220,184 | $ 254,649 | $ - |
| Lease liabilities | 2,364 | 4,729 | 21,281 | 148,040 |
| Variable interest rate liabilities | 117,782 | 35,269 | 378,293 | 183,325 |
| Fixed interest rate liabilities | 350,361 | 200,513 | 980,300 | - |
| $ 628,724 | $ 460,695 | $ 1,634,523 | $ 331,365 |
Further information on the maturity analysis of the above financial liabilities was as follows:
| Less than 1 Year | 1-5 Years | 5-10 Years | 10-15 Years | 15-20 Years | 20+ Years | |
|---|---|---|---|---|---|---|
| Lease liabilities | $ 28,374 | $ 85,710 | $ 39,946 | $ 22,384 | $ - | $ - |
| Variable interest rate liabilities | 531,344 | 183,325 | - | - | - | - |
| Fixed interest rate liabilities | 1,531,174 | - | - | - | - | - |
| $2,090,892 | $ 269,035 | $ 39,946 | $ 22,384 | $ - | $ - |
December 31, 2024
| On Demand or Less than 1 Month | 1-3 Months | 3 Months to 1 Year | 1+ Years | |
|---|---|---|---|---|
| Non-interest bearing (Note) | $ 209,496 | $ 397,713 | $ 308,572 | $ - |
| Lease liabilities | 2,394 | 4,787 | 21,542 | 177,461 |
| Variable interest rate liabilities | 34,378 | 45,999 | 713,542 | 160,539 |
| Fixed interest rate liabilities | 150,077 | 150,247 | - | 1,000,000 |
| $ 396,345 | $ 598,746 | $ 1,043,656 | $ 1,338,000 |
Further information on the maturity analysis of the above financial liabilities was as follows:
| Less than 1 Year | 1-5 Years | 5-10 Years | 10-15 Years | 15-20 Years | 20+ Years | |
|---|---|---|---|---|---|---|
| Lease liabilities | $ 28,723 | $ 99,748 | $ 47,868 | $ 29,845 | $ - | $ - |
| Variable interest rate liabilities | 793,919 | 160,539 | - | - | - | - |
| Fixed interest rate liabilities | 300,324 | 1,000,000 | - | - | - | - |
| $1,122,966 | $1,260,287 | $ 47,868 | $ 29,845 | $ - | $ - |
Note: Non-interest bearing liabilities do not include estimated accounts payable.
b) Financing facilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Long-term bank loan facilities: | ||
| Amount used | $ 699,586 | $ 570,443 |
| Amount unused | 646,144 | 1,590,192 |
| $ 1,345,730 | $ 2,160,635 | |
| Short-term bank loan facilities: | ||
| Amount used | $ 869,608 | $ 1,743,320 |
| Amount unused | 5,780,472 | 4,540,995 |
| $ 6,650,080 | $ 6,284,315 |
- 59 -
32. TRANSACTIONS WITH RELATED PARTIES
Besides information disclosed elsewhere in the other notes, details of transactions between the Corporation and related parties are disclosed as follows.
a. Related party name and category
| Related Party Name | Related Party Category |
|---|---|
| MIRLE AUTOMATION TECHNOLOGY | |
| (SHANGHAI) CO., LTD. | Subsidiary |
| IOT SERVICES INFORMATION SYSTEM | |
| CORPORATION | Subsidiary |
| VAN QUOC INFORMATION TECHNOLOGY | |
| CONSULTING SERVICES CO., LTD. | Subsidiary |
| MIRLE AUTOMATION INTER CORP. LTD. | Subsidiary |
| FACTORY AUTOMATION INTERNATIONAL CO., | |
| LTD. | Subsidiary |
| ORIGTEK BUSINESS CO., LTD. | Subsidiary |
| MAIN DRIVE CORPORATION | Associate |
| MIRLE AUTOMATION TECHNOLOGY | |
| (GUANGDONG) CO., LTD. | Associate |
| SHENZHEN HICHAIN & MIRLE AUTOMATION | |
| CO., LTD. | Associate |
| JIANGSU HAIKUNMENG INTELLIGENT | |
| TECHNOLOGY CO., LTD. | Associate |
| MIRLE AUTOMATION (KUNSHAN) CO., LTD. | Associate |
| Shenzhen KOMO Innovation Robot Technology Co., | |
| Ltd. | Associate |
| TAN SIMO ROBOTIC MANUFACTURING INC. | Associate |
| I-MEI FOODS CO., LTD. | Key management personnel |
| I-MEI JISHENG CO., LTD. | Substantive related party |
| I-MEI MACROBIOTICS CO., LTD. | Substantive related party |
| I-MEI BIOMEDICINE CO., LTD. | Substantive related party |
| I-MEI STORE COMPANY LTD. | Substantive related party |
| I-ME-I INFORMATION TECHNOLOGY CO., LTD. | Substantive related party |
| OPENFIND INFORMATION TECHNOLOGY INC. | Substantive related party |
| SHINE MEI FOODS MARKETING & | |
| DISTRIBUTION CO., LTD. | Substantive related party |
| SOUTH POLE FOODS CO., LTD. | Substantive related party |
| FU MEI CO., LTD. | Substantive related party |
b. Operating transaction
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Sales | ||
| Subsidiaries | $ 102,073 | $ 154,849 |
| Associates | 17,577 | 450,091 |
| Key management personnel | 13,684 | 2,630 |
| Substantive related parties | 963 | 1,172 |
| $ 134,297 | $ 608,742 | |
| (Continued) |
- 60 -
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Purchases | ||
| Associates | $ 270,554 | $ 10,416 |
| Subsidiaries | 50,616 | 41,592 |
| $ 321,170 | $ 52,008 | |
| Manufacturing expenses | ||
| Subsidiaries | $ 86,155 | $ 90,651 |
| Associates | 14,170 | 17,056 |
| Substantive related parties | 8 | - |
| $ 100,333 | $ 107,707 | |
| Operating expenses | ||
| Associates | $ 1,769 | $ 210 |
| Subsidiaries | 295 | 746 |
| Substantive related parties | 236 | 385 |
| $ 2,300 | $ 1,341 | |
| Other income | ||
| Associates | $ 96 | $ 96 |
| Other gains and losses | ||
| Substantive related parties | $ (855) | $ (585) |
| (Concluded) |
Acquisition of property, plant and equipment
| Purchase Price | ||
|---|---|---|
| For the Year Ended December 31 | ||
| Related Party Category/Name | 2025 | 2024 |
| Subsidiaries | $ 5,500 | $ 1,289 |
| Associates | 400 | - |
| $ 5,900 | $ 1,289 |
Disposals of property, plant and equipment
| Related Party Category/Name | Proceeds | Gain (Loss) on Disposal | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Associates | $ 35 | $ - | $ - | $ - |
Lease arrangements
The Corporation is lessor under operating leases
The Corporation leases out its plant and dormitory to its associate, MAIN DRIVE CORPORATION, under operating leases with lease terms of 3-5 years. As of December 31, 2025 and 2024, the balance of the operating lease receivable was $9,036 thousand and $13,680 thousand, respectively. The amounts of lease income recognized for the years ended December 31, 2025 and 2024 were as follows:
| Related Party Category/Name | For the Year Ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Associates | |||
| MAIN DRIVE CORPORATION | $ 4,648 | $ 4,631 | |
| Acquisition of other assets | |||
| Purchase Price | |||
| For the Year Ended December 31 | |||
| Related Party Category/Name | Line Item | 2025 | 2024 |
| Subsidiaries | Other intangible assets | $ 190 | $ 550 |
The products sold to related parties and purchases from related parties have no other suitable counterparties to compare with, so the collection and payment term are the same as general customers. Manufacturing expenses and operating expenses of the Corporation and related parties are outsourcing fee, management and support expenses, which are based on the prices decided by both parties and payment terms.
The transaction price and payment terms of the property, plant and equipment and the other intangible assets acquired and disposed of by the Corporation and its related parties are determined based on negotiation between the parties of the transaction. The related gain on disposal is recognized as unrealized gain.
c. Balances on balance sheet date
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Contract assets | ||
| Associates | $ 126,150 | $ 232,554 |
| Subsidiaries | 66,839 | 31,791 |
| Key management personnel | 6,798 | - |
| $ 199,787 | $ 264,345 | |
| Contract liabilities | ||
| Subsidiaries | $ 14,356 | $ 31,064 |
| Substantive related parties | 11,112 | - |
| Associates | 3,753 | - |
| $ 29,221 | $ 31,064 | |
| (Continued) |
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Accounts receivable from related parties | ||
| Subsidiaries | ||
| IOT SERVICES INFORMATION SYSTEM CORPORATION | $12,100 | $- |
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | - | 5,908 |
| Others | 1,200 | 1,190 |
| Key management personnel | 247 | 124 |
| Substantive related parties | 225 | 122 |
| Associates | ||
| JIANGSU HAIKUNMENG INTELLIGENT TECHNOLOGY CO., LTD. | - | 5,223 |
| Others | 126 | - |
| $13,898 | $12,567 | |
| Accounts payable to related parties | ||
| Associates | ||
| MAIN DRIVE CORPORATION | $62,788 | $4,664 |
| MIRLE AUTOMATION (KUNSHAN) CO., LTD | 19,735 | - |
| Others | 15,916 | 557 |
| Subsidiaries | ||
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | 32,920 | 18,429 |
| Factory Automation International Co., Ltd. | 29,078 | 6,409 |
| Others | 736 | 732 |
| $161,173 | $30,791 | |
| Other receivables from related parties | ||
| Associates | ||
| MAIN DRIVE CORPORATION | $1,465 | $1,500 |
| Subsidiaries | 74 | 120 |
| $1,539 | $1,620 | |
| Prepayments | ||
| Subsidiaries | $375 | $292 |
| Substantive related parties | 15 | 63 |
| $390 | $355 | |
| (Continued) |
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Accrued expenses and other current liabilities | ||
| Subsidiaries | ||
| IOT SERVICES INFORMATION SYSTEM CORPORATION | $ 79,437 | $ 51,433 |
| Others | 25,619 | 36,093 |
| Associates | 613 | 82 |
| $ 105,669 | $ 87,608 | |
| Guarantee deposits received | ||
| Associates | ||
| MAIN DRIVE CORPORATION | $ 748 | $ 748 |
| (Concluded) |
No collateral is provided for the outstanding payables to related parties, which will be paid off by cash. The outstanding accounts receivable from related parties are unsecured. For the years ended December 31, 2025 and 2024, no impairment losses were recognized for accounts receivable from related parties.
d. Remuneration of key management personnel
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 54,804 | $ 66,303 |
| Post-employment benefits | 2,194 | 2,329 |
| $ 56,998 | $ 68,632 |
The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.
33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Corporation at December 31, 2025 and 2024 were as follows:
a. As of December 31, 2025 and 2024, the endorsements/guarantees provided by the Corporation for MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. amounted to $314,300 thousand and $327,850 thousand.
b. On April 11, 2022, the Corporation received a notice from the Intellectual Property and Commercial Court that the Securities Investor and Futures Trader Protection Center (hereinafter referred to as the "Insurance Center") filed a lawsuit against the Corporation's financial statements from 2012 to 2017. For actual reasons, a lawsuit for damages was filed against the Corporation, its principal, directors, supervisors and accounting supervisors, and the requested amount was $158,959 thousand. The Corporation has appointed lawyers to deal with the lawsuit brought by Shanghai Kai Insurance Center, which has no significant impact on the Corporation's financial and operation at this stage.
34. 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 of the Corporation and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
(In thousands of foreign currencies)
| December 31, 2025 | ||
|---|---|---|
| Foreign Currency | Exchange Rate | |
| Financial assets | ||
| Monetary items | ||
| USD | $ 31,572 | 31.430 (USD:NTD) |
| RMB | 34,264 | 4.496 (RMB:NTD) |
| JPY | 104,123 | 0.2008 (JPY:NTD) |
| Non-monetary items | ||
| Investments accounted for using the equity method | ||
| USD | 55,283 | 31.430 (USD:NTD) |
| Financial liabilities | ||
| Monetary items | ||
| USD | 1,087 | 31.430 (USD:NTD) |
| RMB | 39,546 | 4.496 (RMB:NTD) |
| JPY | 27,071 | 0.2008 (JPY:NTD) |
| December 31, 2024 | ||
| Foreign Currency | Exchange Rate | |
| Financial assets | ||
| Monetary items | ||
| USD | $ 51,429 | 32.785 (USD:NTD) |
| RMB | 63,652 | 4,478 (RMB:NTD) |
| JPY | 82,984 | 0.2099 (JPY:NTD) |
| Non-monetary items | ||
| Investments accounted for using the equity method | ||
| USD | 54,760 | 32.785 (USD:NTD) |
| Financial liabilities | ||
| Monetary items | ||
| USD | 964 | 32.785 (USD:NTD) |
| RMB | 64,587 | 4,478 (RMB:NTD) |
| JPY | 123,110 | 0.2099 (JPY:NTD) |
For the years ended December 31, 2025 and 2024, realized and unrealized net foreign exchange gains (losses) were $(53,056) thousand and $122,969 thousand, respectively. It is impractical to disclose net foreign exchange (losses) gains by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the Corporation.
- 64 -
- SEPARATELY DISCLOSED ITEMS
a. Information on significant transactions:
1) Financing provided to others (Table 1)
2) Endorsements/guarantees provided (Table 2)
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (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 (None)
b. Information on investees (Table 5)
c. 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 year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 6)
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 (Table 7)
- 65 -
TABLE I
MIRLE AUTOMATION CORPORATION
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account | Related Party | Highest Balance for the Period (Note 4) | Ending Balance (Note 4) | Actual Borrowing Amount | Interest Rate (%) | Nature of Financing (Note 2) | Business Transaction Amount | Reasons for Short-term Financing | Allowance for Impairment Loss | Collateral | Financing Limit for Each Borrower (Note 1) | Aggregate Financing Limit (Note 3) | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 | MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | The Corporation | Other current assets | Yes | $ 269,760 | $ - | $ - | - | 2 | $ - | Working capital | $ - | - | $ - | $ 694,610 | $ 694,610 | - |
Note 1: The total amount of financing provided to others shall not exceed 40% of the net value of the Corporation's net value based on its most recent audited or reviewed financial statements. The limit of funds lent may not exceed 5% of the Corporation's net value in the most recent audited or reviewed financial statements. However, foreign companies in which the Corporation directly and indirectly held 100% of the voting shares are not subject to the preceding restrictions in the preceding requirement, but their total amount of financing provided to others shall not exceed 40% of the Corporation's net value.
Note 2: Nature of financing:
- For business
- For short-term financing
Note 3: The total amount of financing provided to others shall not exceed 40% of the Corporation's net value in its most recent audited or reviewed financial statements. The total amount of financing provided by MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. to others shall not exceed 40% of its net value in its most recent audited or reviewed financial statements.
Note 4: Financing limit approved by the board of directors.
TABLE 2
MIRLE AUTOMATION CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Endorser/Guarantor | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) | Maximum Amount Endorsed/ Guaranteed During the Period | Outstanding Endorsement/ Guarantee at the End of the Period | Actual Amount Borrowed | Amount Endorsed/ Guaranteed by Collateral | Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) | Aggregate Endorsement/ Guarantee Limit (Note 3) | 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 | |||||||||||
| The Corporation | MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | Note 1 | $1,482,678 | $ 314,300 | $ 314,300 | $ - | $ - | 6 | $2,471,130 | Yes | No | Yes |
Note 1: The Corporation’s indirect wholly-owned subsidiaries.
Note 2: The amount of guarantees provided by the Corporation to any individual entity shall not exceed 10% of the Corporation’s net worth. The aggregate amount of guarantees available shall not exceed 50% of the Corporation’s net worth. The aggregate amount of guarantees given by the parent company on behalf of subsidiaries or subsidiaries on behalf of the parent company shall not exceed 30% of the Corporation’s net worth.
TABLE 3
MIRLE AUTOMATION CORPORATION
MARKETABLE SECURITIES HELD
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2025 | Note | |||
|---|---|---|---|---|---|---|---|---|
| Number of Shares | Carrying Amount | Percentage of Ownership (%) | Fair Value | |||||
| The Corporation | TIEF FUND, L.P. | - | Financial assets at fair value through other comprehensive income - non-current | 968,519 | $ 67,874 | 2 | $ 67,874 | Note 1 |
Note 1: The market value was based on the fair value as of December 31, 2025.
Note 2: As of December 31, 2025, the above marketable securities had not been pledged or mortgaged.
Note 3: See Tables 5 and 6 for detailed information on subsidiaries and associates.
Note 4: The above table presents the securities that the company has identified for disclosure based on the materiality principle.
- 68 -
TABLE 4
MIRLE AUTOMATION CORPORATION
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer/Seller | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales | Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | ||||
| The Corporation | MAIN DRIVE CORPORATION | Associate | Purchases | $ 210,017 | 7.86 | Net 90 days | $ - | - | $ 62,788 | 2.65 | - |
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | SHENZHEN HICHAIN & MIRLE AUTOMATION CO., LTD. | Associate | Purchases | 313,114 | 27.60 | Net 60 days | - | - | 84,338 | 19.02 | - |
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | MIRLE AUTOMATION (KUNSHAN) CO., LTD. | Associate | Purchases | 101,995 | 8.99 | Net 60 days | - | - | 50,430 | 11.37 | - |
Note: The actual capital amount is the actual amount from the parent company; the issuer of no par stock or par value stock less than $10 New Taiwan dollars shall follow the actual capital amount as 20% of the transaction amount rule; equity is calculated at 10% of the equity in the parent company's balance sheet.
- 69 -
TABLE 5
MIRLE AUTOMATION CORPORATION
INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | As of December 31, 2025 | Net (Loss) Income of the Investee | Share of (Loss) Profit | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Number of Shares | % | Carrying Amount | |||||||
| The Corporation | MIRTEK (BVI) CORP. LTD. | British Virgin Islands | Investment | $ 853,543 | $ 853,543 | 26,641 | 100 | $ 1,638,143 | $ (22,075) | $ (22,075) | Subsidiary |
| DAVID INVESTMENT CO., LTD. | Taipei City | Investment | 76,100 | 76,100 | - | 100 | 95,254 | 18,603 | 18,603 | Subsidiary | |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. | Hsinchu County | Computer application package software design, computer and peripheral equipment sales | 64,875 | 64,875 | 1,875,000 | 75 | 86,859 | 17,689 | 13,267 | Subsidiary | |
| MIRLE AUTOMATION INTER CORP. LTD. | Thailand | Machinery installation construction, automatic warehousing and logistics equipment and cybernation equipment construction | 103,921 | 103,921 | 10,299,998 | 100 | 75,609 | (227) | (227) | Subsidiary | |
| MIRLE PEROVSKITE SOLAR CORP. | Hsinchu County | Engaged in the research, development, production, and sales of machinery and equipment, system integration, and material applications for the calcium and titanium ore solar energy industry. | 70,000 | 70,000 | 23,333,330 | 60.01 | 66,461 | (2,452) | (1,471) | Subsidiary | |
| ORIGTEK BUSINESS CO., LTD. | Taipei City | Engaged in the design and development of customized software and information system integration | 21,250 | 21,250 | 850,000 | 51.52 | 22,029 | 51 | 26 | Subsidiary | |
| APPLIED AI CORPORATION LTD | Hsinchu County | Engaged in the design, development, consultation, and testing of intelligent robotics, as well as the establishment of digital environments and comprehensive system integration services. | 10,000 | - | 1,000,000 | 100 | 9,993 | (7) | (7) | Subsidiary | |
| MAIN DRIVE CORPORATION | Hsinchu County | Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment | 126,120 | 252,239 | 9,709,500 | 21.81 | 62,932 | (160,114) | (35,570) | Associate | |
| AN SIMO ROBOTIC CORPORATION LTD. | Taipei City | Research, development, manufacturing, and installation of intelligent industrial robots. | 30,000 | - | 3,000,000 | 13.33 | 30,000 | - | - | Associate | |
| FORMOSA MEDICAL DEVICES INC. | Taipei City | Medical equipment wholesale and retail | 21,911 | 21,911 | 2,522,978 | 21.03 | - | - | - | Note 2 | |
| DAVID INVESTMENT CO., LTD. | IOT SERVICES INFORMATION SYSTEM CORPORATION | Taipei City | Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment | 76,100 | 76,100 | 7,610,000 | 88.39 | 95,265 | 21,064 | 18,618 | Second-tier subsidiary |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. | IOT SERVICES INFORMATION SYSTEM CORPORATION | Taipei City | Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment | 10,000 | 10,000 | 1,000,000 | 11.61 | 12,513 | 21,064 | 2,446 | Second-tier subsidiary |
| IOT SERVICES INFORMATION SYSTEM CORPORATION | VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. | Vietnam | Machinery and equipment installation construction, wholesale and retail sale of computing and business machinery equipment | 15,520 | 15,520 | - | 100 | 35,119 | 2,644 | 2,644 | Third-tier subsidiary |
| ORIGTEK BUSINESS CO., LTD. | ORIGTEK INTELLIGENCE MALAYSIA SDN. BHD. | Malaysia | Engaged in the design and development of customized software and information system integration | 1,969 | 1,969 | 280,000 | 100 | 619 | (805) | (805) | Second-tier subsidiary |
Note 1: Refer to Table 7 for information on investments in mainland China.
Note 2: FORMOSA MEDICAL DEVICES INC. was dissolved on May 27, 2020, but the liquidation procedures have not been completed, yet.
TABLE 6
MIRLE AUTOMATION CORPORATION
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| 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 (Loss) of the Investee | % Ownership of Direct or Indirect Investment | Investment Gain (Loss) | Carrying Amount as of December 31, 2025 | Accumulated Repatriation of Investment Income as of December 31, 2025 | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. | Developing, producing and selling of various packing machines, labeling machines, other food machinery, components of thermoforming models and automatic storage management equipment, logistics, other automated product systems and services and computer and network system integration and services. | US$ 27,230 thousand (Note 2) | Note 1 | US$ 25,610 thousand (Note 3) | $ - | $ - | US$ 25,610 thousand | $(21,948) | 100 | $(21,948) | $ 1,736,527 | $ - | - |
| SHENZHEN HICHAIN & MIRLE AUTOMATION CO., LTD. | Engaged in technical services, technical development, technical consultation; general machinery installation; intelligent control system integration, software development, material handling equipment sales, internet equipment sales, computer hardware and software and auxiliary equipment retail. | RMB 415,000 thousand (Note 2) | Note 1 | - | - | - | - | (56,969) | 40 | (16,567) | 642,731 | - | - |
| SHENZHEN KOMO INNOVATION ROBOT TECHNOLOGY CO., LTD. | Engaged in manufacturing of industrial robots; intelligent robot development; manufacturing of cog and gearbox; manufacturing of bearing, cog and gear; motor and its control system research and development; import and export of mechanical parts and parts processing goods; import and export of technique; hardware manufacturing; tooling manufacturing; technical services and technical development; software development. | RMB$ 84,000 thousand (Note 2) | Note 1 | - | - | - | - | (82,483) | 34 | (32,085) | 112,977 | - | - |
(Continued)
| 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 (Loss) of the Investee | % Ownership of Direct or Indirect Investment | Investment Gain (Loss) | Carrying Amount as of December 31, 2025 | Accumulated Repatriation of Investment Income as of December 31, 2025 | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||
| Shenzhen Weidali Innovation Technology Co., Ltd. | Engaged in the research and development of motors and their control systems; manufacturing of electric motors; production of bearings, gears, and transmission components; precision machining of mechanical parts; sales of bearings, gears, and transmission components; distribution of mechanical and electrical equipment; import and export of goods; and technology trade. | RMB 9,000 thousand (Note 2) | Note 1 | $ - | $ - | $ - | $ - | $ (14,480) | 30 | $ (4,501) | $ 8,777 | $ - | - |
| MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. | Selling and manufacturing of industrial automatic control system devices; technical services, development, consulting, communication, transfer and promotion; electronic components and electromechanical component equipment manufacturing and selling; hardware research development, manufacturing and wholesale; electronic product sales; distribution switcher control equipment manufacturing, power transmission and distribution and control equipment manufacturing; motor and its control system research and development; servo control mechanism manufacturing and sales; electromechanical coupling system research and development; electrical equipment manufacturing; intelligent control system integration. | RMB 10,000 thousand (Note 2) | Note 1 | - | - | - | - | (1,300) | - | (2,113) | - | - | - |
| Zhiyongli Technology (Shanghai) Co., Ltd. | Engaged in technical services, technology development, consulting, exchange, transfer, and promotion; manufacturing of industrial robots; software development; production of computer hardware, software, and peripherals; manufacturing of specialized electronic equipment; precision machining of mechanical components; import and export of goods; and technology trade. | RMB 1,000 thousand | Note 4 | RMB 1,000 thousand | - | - | - | RMB 1,000 thousand | 1 | 100 | 1 | 4,497 | - |
(Continued)
| Company | Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2025 | Investment Amount Authorized by the Investment Commission, MOEA | Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA |
|---|---|---|---|
| MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES | US$ 25,610 thousand | US$ 34,560 thousand | $ 2,965,356 |
| IOT SERVICES INFORMATION SYSTEM CORPORATION | RMB 1,000 thousand | RMB 1,000 thousand | 64,666 |
Note 1: By establishing MIRTEK (BVI) CORP. LTD. through investment in the third region and then invested in companies in mainland China.
Note 2: Accumulated outward remittance for investment from Taiwan is US$21,900 thousand. The amount of retained earnings transferred to ordinary shares is US$2,950 thousand, and the investment amount of XINJI PHOTOELECTRIC CO., LTD. is US$2,380 thousand. After that, the Corporation acquired full ownership of MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. through MIRTEK (BVI) CORP. LTD.; meanwhile, the Corporation reinvested in MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. to acquire a 49% ownership of MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD., a 40% ownership of SHENZHEN HICHAIN & MIRLE AUTOMATION CO., LTD. a 34% ownership of SHENZHEN KOMO INNOVATION ROBOT TECHNOLOGY CO., LTD. and a 30% ownership of SHENZHEN WEIDALI INNOVATION TECHNOLOGY CO., LTD. MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. completed the deregistration process on April 25, 2025.
Note 3: Accumulated outward remittance for investment from Taiwan is US$21,900 thousand. The Corporation obtained the shares of MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. by paying US$3,710 thousand to Xinji Photoelectric Co., Ltd.
Note 4: Indirect investment in the company of Mainland China through IOT SERVICES INFORMATION SYSTEM CORPORATION.
(Concluded)
TABLE 7
MIRLE AUTOMATION CORPORATION
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
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Transaction Type | Purchases/Sales | Price | Transaction Details | Notes/Accounts Receivable (Payable) | Unrealized (Gain) Loss | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment Terms | Comparison with Normal Transactions | Ending Balance | % | |||||
| SHENZHEN HICHAIN & MIRLE AUTOMATION CO., LTD. | Sales | $ 79,428 | 42.38 | Calculated according to the contract | Based on mutual agreement | No other equivalent transactions for comparison | $ - | - | $ - | None |
| MIRLE AUTOMATION (KUNSHAN) CO., LTD. | Purchases | 44,675 | 1.67 | Calculated according to the contract | Based on mutual agreement | No other equivalent transactions for comparison | 19,735 | 0.83 | - | None |
- 75 -
THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS
| ITEM | STATEMENT INDEX |
|---|---|
| MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND EQUITY | |
| STATEMENT OF CASH AND CASH EQUIVALENTS | 1 |
| STATEMENT OF CONTRACT ASSETS - CURRENT | Note 23 |
| STATEMENT OF NOTES RECEIVABLE | 2 |
| STATEMENT OF ACCOUNTS RECEIVABLE | 3 |
| STATEMENT OF OTHER RECEIVABLES | Note 10 |
| STATEMENT OF INVENTORIES | 4 |
| STATEMENT OF OTHER CURRENT ASSETS | Note 16 |
| STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT | Note 8 |
| STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | 5 |
| STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT | Note 13 |
| STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT | Note 13 |
| STATEMENT OF CHANGES IN ACCUMULATED IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT | Note 13 |
| STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS | 6 |
| STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF RIGHT-OF-USE ASSETS | 6 |
| STATEMENT OF CHANGES IN OTHER INTANGIBLE ASSETS | Note 15 |
| STATEMENT OF DEFERRED INCOME TAX ASSETS | Note 25 |
| STATEMENT OF SHORT-TERM BANK LOANS | Note 17 |
| STATEMENT OF CONTRACT LIABILITIES - CURRENT | Note 23 |
| STATEMENT OF NOTES PAYABLE | 7 |
| STATEMENT OF ACCOUNTS PAYABLE | 8 |
| STATEMENT OF PROVISIONS - CURRENT | Note 20 |
| STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Note 19 |
| STATEMENT OF FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS – NON CURRENT | Note 7 |
| STATEMENT OF BONDS PAYABLE | Note 18 |
| STATEMENT OF LONG-TERM BANK LOANS | Note 17 |
| STATEMENT OF DEFERRED INCOME TAX LIABILITIES | Note 25 |
| STATEMENT OF LEASE LIABILITIES | 9 |
| STATEMENT OF OTHER NON-CURRENT LIABILITIES | Note 19 |
| MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS | |
| STATEMENT OF NET SALES | 10 |
| STATEMENT OF OPERATING COSTS | 11 |
| STATEMENT OF MANUFACTURING EXPENSES | 12 |
| STATEMENT OF OPERATING EXPENSES | 13 |
| STATEMENT OF OTHER OPERATING INCOME AND EXPENSES | Note 24 |
| STATEMENT OF INTEREST INCOME | Note 24 |
| STATEMENT OF OTHER INCOME | Note 24 |
| STATEMENT OF OTHER GAINS AND LOSSES | Note 24 |
| STATEMENT OF FINANCE COSTS | Note 24 |
| SUMMARY OF EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION | 14 |
STATEMENT 1
MIRLE AUTOMATION CORPORATION
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item | Amount |
|---|---|
| Cash in banks | |
| Current accounts | $ 1,000,779 |
| Foreign currency accounts (Note 1) | 457,360 |
| Time deposits (Note 2) | 160,000 |
| Checking accounts | 3 |
| 1,618,142 | |
| Cash on hand | 934 |
| $ 1,619,076 |
Note 1: Including US$13,155 thousand @31.43, CNY4,814 thousand @4.496, ¥ $104,123 thousand @0.2008 and €37 thousand @36.90.
Note 2: Expired by the end of January 5, 2026, annual interest rate of 1.60%.
STATEMENT 2
MIRLE AUTOMATION CORPORATION
STATEMENT OF NOTES RECEIVABLE
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Client Name | Amount |
|---|---|
| Client A | $ 7,875 |
| Client B | 688 |
| Others (Note) | 744 |
| 9,307 | |
| Less: Allowance for impairment loss | (152) |
| $ 9,155 |
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 3
MIRLE AUTOMATION CORPORATION
STATEMENT OF ACCOUNTS RECEIVABLE
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Client Name | Amount |
|---|---|
| Client C | $ 181,076 |
| Client D | 147,220 |
| Client E | 122,747 |
| Client F | 35,910 |
| Others (Note) | 99,941 |
| 586,894 | |
| Less: Allowance for impairment loss | (5,327) |
| $ 581,567 |
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 4
MIRLE AUTOMATION CORPORATION
STATEMENT OF INVENTORIES
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Amount | |
|---|---|---|
| Cost | Market Value (Note 1) | |
| Finished goods | $ 64 | $ 129 |
| Work in process | 664,649 | 829,210 |
| Raw materials | 158,744 | 161,649 |
| Inventory in transit | 1,305 | 1,305 |
| $ 824,762 | $ 992,293 |
Note 1: Based on the net realizable value.
Note 2: The amount of inventory insured is $660,000 thousand.
STATEMENT 5
MIRLE AUTOMATION CORPORATION
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Balance, January 1, 2025 | Additions | Disposal | Share of Gain (Loss) of Subsidiaries and Associates | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Cash Dividends | Deferred Credits Adjustment | Balance, December 31, 2025 | Net Asset Value | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Number of Shares (In Thousands) | Amount | Number of Shares (In Thousands) | Amount | Number of Shares (In Thousands) | % | Amount | |||||||
| MIRTEK (BVI) CORP. LTD. | 26,641 | $ 1,698,825 | - | $ - | - | $ - | $ (22,075) | $ (35,684) | $ - | $ (2,923) | 26,641 | 100.00 | $ 1,638,143 | 1,737,542 | Note 1 |
| DAVID INVESTMENT CO., LTD. | - | 85,916 | - | - | - | - | 18,603 | (2,194) | (7,071) | - | - | 100.00 | 95,254 | 95,254 | Note 1 |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. | 1,875,000 | 85,059 | - | - | - | - | 13,267 | (217) | (11,250) | - | 1,875,000 | 75.00 | 86,859 | 54,937 | |
| MIRLE AUTOMATION INTER CORP. LTD. | 10,299,998 | 72,850 | - | - | - | - | (227) | 2,986 | - | - | 10,299,998 | 100.00 | 75,609 | 63,045 | |
| MIRLE PEROVSKITE SOLAR CORP. | 23,333,330 | 67,932 | - | - | - | - | (1,471) | - | - | - | 23,333,330 | 60.01 | 66,461 | 47,732 | |
| APPLIED AI CORPORATION LTD | 850,000 | 22,504 | - | - | - | - | 26 | 14 | (515) | - | 850,000 | 51.52 | 22,029 | 13,894 | |
| ORIGTEK BUSINESS CO., LTD. | - | - | 1,000,000 | 10,000 | - | - | (7) | - | - | - | 1,000,000 | 100.00 | 9,993 | 9,993 | |
| MAIN DRIVE CORPORATION | 19,419,000 | 98,502 | - | - | (9,709,500) | - | (35,570) | - | - | - | 9,709,500 | 21.81 | 62,932 | 62,932 | Note 2 |
| Tansimo Robotic Manufacturing INC. | - | - | 3,000,000 | 30,000 | - | - | - | - | - | - | 3,000,000 | 13.33 | 30,000 | 30,000 | |
| FORMOSA MEDICAL DEVICES INC. | 2,522,978 | - | - | - | - | - | - | - | - | - | 2,522,978 | 21.03 | - | - | |
| $ 2,131,588 | $ 40,000 | $ - | $ (27,454) | $ (35,095) | $ (18,836) | $ (2,923) | $ 2,087,280 | $ 2,115,329 |
Note 1: The net value was based on audited financial statements for the same period.
Note 2: On June 26, 2025, MAIN DRIVE CORPORATION's shareholders' meeting resolved a capital reduction to offset losses, with a reduction ratio of 50%.
Note 3: The above investments accounted for using the equity method were not pledged as security.
STATEMENT 6
MIRLE AUTOMATION CORPORATION
STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS AND ACCUMULATED DEPRECIATION OF RIGHT-OF-USE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| January 1, 2025 | Additions | Disposals | December 31, 2025 | |
|---|---|---|---|---|
| Cost | ||||
| Land | $ 321,799 | $ - | $ (1,342) | $ 320,457 |
| Accumulated depreciation | ||||
| Land | 146,350 | 24,712 | - | 171,062 |
| Total | $ 175,449 | $ (24,712) | $ (1,342) | $ 149,395 |
STATEMENT 7
MIRLE AUTOMATION CORPORATION
STATEMENT OF NOTES PAYABLE
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Vendor Name | Amount |
|---|---|
| Vendor A | $ 491 |
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STATEMENT 8
MIRLE AUTOMATION CORPORATION
STATEMENT OF ACCOUNTS PAYABLE
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Vendor Name | Amount |
|---|---|
| Vendor B | $ 116,561 |
| Others (Note) | 2,091,183 |
| $ 2,207,744 |
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 9
MIRLE AUTOMATION CORPORATION
STATEMENT OF LEASE LIABILITIES
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item | Rental Period | Discount Rate | Amount |
|---|---|---|---|
| Land | From January 2019 to December 2038 | 1.92%-2.16% | $ 160,763 |
| Less: Lease liabilities - current | (25,313) | ||
| Lease liabilities - non-current | $ 135,450 |
STATEMENT 10
MIRLE AUTOMATION CORPORATION
STATEMENT OF NET SALES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Sale Quantity | Amount |
|---|---|---|
| Semiconductor automation system | Note | $ 3,722,631 |
| Photovoltaic panel automation system | Note | 682,721 |
| Intelligent automated logistics system | Note | 458,001 |
| Digital technology products | Note | 240,369 |
| Other automation products | 809 sets | 187,396 |
| 5,291,118 | ||
| Less: Sales returns and discounts | (7,206) | |
| $ 5,283,912 |
Note: Designed in response to customer needs. Each system requires different accessories and equipment, so the quantity cannot be calculated based on it.
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STATEMENT 11
MIRLE AUTOMATION CORPORATION
STATEMENT OF OPERATING COSTS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Raw materials | |
| Balance, beginning of year | $ 230,191 |
| Raw material purchased | 2,670,639 |
| Raw materials, end of year | (158,744) |
| Others | (80,563) |
| Raw materials used this year | 2,661,523 |
| Direct labor | 681,781 |
| Manufacturing expenses | 1,005,009 |
| Manufacturing cost | 4,348,313 |
| Work in process, beginning of year | 540,864 |
| Others | 49,126 |
| Work in process, end of year | (664,649) |
| Cost of finished goods | 4,273,654 |
| Finished goods, beginning of year | 67 |
| Finished goods, end of year | (64) |
| Cost of goods sold | 4,273,657 |
| Other operating costs | (1,052) |
| Total | $ 4,272,605 |
STATEMENT 12
MIRLE AUTOMATION CORPORATION
STATEMENT OF MANUFACTURING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Outsourcing project | $ 248,145 |
| Personnel expenses | 154,713 |
| Temporary staff remuneration | 128,058 |
| Travel expenses | 76,391 |
| Depreciation | 52,006 |
| Others (Note) | 345,696 |
| $ 1,005,009 |
Note: The amount of each item in others does not exceed 5% of the account balance.
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STATEMENT 13
MIRLE AUTOMATION CORPORATION
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| Item | Selling and Marketing Expense | General and Administrative Expense | Research and Development Expense |
|---|---|---|---|
| Personnel expenses | $ 122,577 | $ 143,749 | $ 232,777 |
| After-sales service fee | 79,346 | - | - |
| Professional service fee | 58,053 | 500 | 3,371 |
| Travel expenses | 17,588 | 5,343 | 9,261 |
| Depreciation | 4,161 | 71,371 | 4,718 |
| Repair and maintenance costs | 162 | 24,665 | 1,812 |
| Electricity bill | 17 | 31,574 | - |
| Material requisition | - | - | 63,819 |
| Others (Note) | 68,141 | 143,408 | 71,976 |
| $ 350,045 | $ 420,610 | $ 387,734 |
Note: The amount of each item in others does not exceed 5% of the account balance.
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STATEMENT 14
MIRLE AUTOMATION CORPORATION
SUMMARY OF EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Classified as Operating costs | Classified as Operating expenses | Total | Classified as Operating costs | Classified as Operating expenses | Total | |
| Employee benefits expense | ||||||
| Salary expense | $ 688,972 | $ 499,103 | $ 1,188,075 | $ 726,397 | $ 474,623 | $ 1,201,020 |
| Employee insurance premium | 53,618 | 47,132 | 100,750 | 65,642 | 45,545 | 111,187 |
| Pension | 33,699 | 28,390 | 62,089 | 37,089 | 24,611 | 61,700 |
| Meal expenses | 21,026 | 15,574 | 36,600 | 23,002 | 13,745 | 36,747 |
| Share-based payment | 4,355 | 6,097 | 10,452 | 9,940 | 5,882 | 15,822 |
| Welfare | 7,982 | 1,638 | 9,620 | 8,944 | 782 | 9,726 |
| Remuneration of directors | - | 3,220 | 3,220 | - | 4,298 | 4,298 |
| $ 809,652 | $ 601,154 | $ 1,410,806 | $ 871,014 | $ 569,486 | $ 1,440,500 | |
| Depreciation | $ 52,006 | $ 80,250 | $ 132,256 | $ 53,126 | $ 81,904 | $ 135,030 |
| Amortization | $ 2,862 | $ 5,834 | $ 8,696 | $ 7,094 | $ 9,522 | $ 16,616 |
Note 1: As of December 31, 2025 and 2024, the number of employees was 1,038 and 1,157, respectively, including 7 directors who did not serve concurrently as employees.
Note 2: Companies whose stocks are listed on the Taiwan Stock Exchange or on the Taipei Exchange should disclose the following information:
1) The average employee benefits expense for the current year is $1,365 thousand ("Total employee benefits expenses for the current year-Total directors' remuneration"/"Number of employees for the current year-Number of directors who have not served concurrently as employees").
The average employee benefits expense for the current year is $1,249 thousand ("Total employee benefits expenses for the current year-Total directors' remuneration"/"Number of employees for the current year-Number of directors who have not served concurrently as employees").
2) The average employee payroll and related expense for the current year is $1,152 thousand (Total payroll and related expense for the current year/"Number of employees for the current year-Number of directors who have not served concurrently as employees").
The average employee payroll and related expense for the current year is $1,044 thousand (Total payroll and related expense for the current year/"Number of employees for the current year-Number of directors who have not served concurrently as employees").
3) Changes in the average employee payroll and related expense adjustment 10.34% ("Average employee payroll and related expense for the current year-Average employee payroll and related expense for the previous year"/"Average employee payroll and related expense for the previous year").
4) The Corporation has established an audit committee on June 9, 2022. Therefore, there is no remuneration for the supervisor.
5) The Corporation's compensation policy (include directors, managers and employees).
Article 43 of the Corporation's charter stipulates that if the Corporation makes a profit each year, at least 1% shall be allocated for employees' compensation, and no more than 2% shall be allocated as remuneration of directors. A reasonable amount of remuneration is given to employees based on the procedures for determining the remuneration, considering the Corporation's operational results, and taking into account the employee's contribution to the Corporation's performance, as well as the Corporation's "Board of Directors Performance Evaluation Method". The relevant performance appraisal and salary reasonableness have been reviewed by the Salary and Compensation Committee and the Board of Directors.
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