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NDB — Annual Report 2025
Apr 30, 2026
52293_rns_2026-04-30_8f951e9b-c393-4941-a938-cb0e8c30e681.pdf
Annual Report
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Nichidenbo Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors' Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" for the year ended December 31, 2025 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 "Consolidated Financial Statements" Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
NICHIDENBO CORPORATION
FREDDY CHOU
Chairman
March 2, 2026
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110421 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Nichidenbo Corporation
Opinion
We have audited the accompanying consolidated financial statements of Nichidenbo Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the report of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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The key audit matter of the consolidated financial statements for the year ended December 31, 2025 is as follows:
Valuation of Inventories
Inventories are stated at the lower of cost or net realizable value. The net realizable value was based on significant judgments and accounting estimates made by management; therefore, we identified the valuation of inventories as a key audit matter in our audit for the year ended December 31, 2025.
The main audit procedures that we performed in respect of the valuation of inventories included obtaining the estimated data of inventories stated at the lower of cost or net realizable value by management and sampling recent sales data to evaluate the reasonableness of the net realizable value.
Other Matter - Reference to the Audits of Other Auditors
The financial statements of Concord Advanced Technology Co., Ltd., an investee company held through the Group and accounted for using the equity method, for the years 2025 and 2024, were audited by other auditors. Therefore, our opinion, insofar as it relates to the amounts included for the investee in the financial statements, is based solely on the reports of the other auditors. The aforementioned investment accounted for using the equity method constituted $487,650 thousand and $488,647 thousand, representing 2.42% and 4.49% of the Group's total assets as of December 31, 2025 and 2024, respectively. The Group's share of comprehensive income from the aforementioned investments accounted for using the equity method amounted to $47,254 thousand and $38,396 thousand for the years ended December 31, 2025 and 2024, which accounted for 3.60% and 3.53% of the Group's comprehensive income, respectively.
Other Matter - Parent Company Only Financial Statements
We have also audited the parent company only financial statements of Nichidenbo Corporation as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with an other matter paragraph and an unmodified opinion, respectively.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- 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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
- 4 -
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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 Chih-Ming Shao and Ya-Ling Wong.
Chih-Ming Shao
Ya-Ling Wong
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 2, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated 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 consolidated financial statements shall prevail.
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NICHIDENBO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 1,568,455 | 8 | $ 888,588 | 8 |
| Financial assets at fair value through profit or loss - current (Note 7) | 114 | - | - | - |
| Financial assets at fair value through other comprehensive income - current (Note 8) | 93,695 | 1 | 1,275,790 | 12 |
| Financial assets at amortized cost - current (Notes 9 and 10) | 30,000 | - | 126,353 | 1 |
| Notes receivable, net (Note 11) | 136,239 | 1 | 133,333 | 1 |
| Trade receivables from unrelated parties, net (Notes 11 and 25) | 5,323,242 | 26 | 4,263,950 | 39 |
| Trade receivables from related parties (Notes 25 and 33) | 3,189 | - | 1,953 | - |
| Other receivables from unrelated parties (Note 11) | 51,212 | - | 47,529 | 1 |
| Current tax assets (Note 27) | - | - | 551 | - |
| Inventories (Note 12) | 3,072,792 | 15 | 2,459,022 | 23 |
| Other current assets (Note 19) | 26,975 | - | 8,620 | - |
| Total current assets | 10,305,913 | 51 | 9,205,689 | 85 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Note 8) | 8,004,636 | 40 | - | - |
| Financial assets at amortized cost - non-current (Notes 9, 10 and 34) | 194,378 | 1 | 179,684 | 2 |
| Investments accounted for using the equity method (Note 13) | 487,650 | 2 | 488,647 | 4 |
| Property, plant and equipment (Notes 14 and 34) | 325,438 | 2 | 670,531 | 6 |
| Right-of-use assets (Note 15) | 188,690 | 1 | 21,485 | - |
| Investment properties (Notes 16 and 34) | 550,856 | 3 | 189,147 | 2 |
| Goodwill (Note 17) | 21,805 | - | 21,805 | - |
| Other intangible assets (Note 18) | 24,962 | - | 27,646 | - |
| Deferred tax assets (Note 27) | 53,031 | - | 67,003 | 1 |
| Prepayments for equipment | 908 | - | - | - |
| Refundable deposits | 9,417 | - | 4,028 | - |
| Net defined benefit assets - non-current (Note 23) | 6,787 | - | 6,105 | - |
| Total non-current assets | 9,868,558 | 49 | 1,676,081 | 15 |
| TOTAL | $ 20,174,471 | 100 | $ 10,881,770 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 20) | $ 3,547,992 | 18 | $ 2,310,994 | 21 |
| Financial liabilities at fair value through profit or loss - current (Note 7) | - | - | 230 | - |
| Contract liabilities - current (Note 25) | 5,171 | - | 6,020 | - |
| Notes payable (Note 21) | 218 | - | 179 | - |
| Trade payables to unrelated parties (Note 21) | 1,711,572 | 8 | 1,287,387 | 12 |
| Trade payables to related parties (Note 33) | 631 | - | 717 | - |
| Other payables to unrelated parties (Note 22) | 522,503 | 3 | 340,990 | 3 |
| Current tax liabilities (Note 27) | 162,340 | 1 | 117,620 | 1 |
| Lease liabilities - current (Note 15) | 25,067 | - | 5,600 | - |
| Other current liabilities (Note 22) | 39,764 | - | 36,452 | 1 |
| Total current liabilities | 6,015,258 | 30 | 4,106,189 | 38 |
| NON-CURRENT LIABILITIES | ||||
| Deferred tax liabilities (Note 27) | 97,184 | - | 79,635 | 1 |
| Lease liabilities - non-current (Note 15) | 166,621 | 1 | 17,484 | - |
| Net defined benefit liability - non-current (Note 23) | 16,937 | - | 18,541 | - |
| Guarantee deposits received | 7,955 | - | 5,379 | - |
| Total non-current liabilities | 288,697 | 1 | 121,039 | 1 |
| Total liabilities | 6,303,955 | 31 | 4,227,228 | 39 |
| EQUITY | ||||
| Ordinary shares | 2,875,672 | 14 | 2,125,972 | 20 |
| Capital surplus | 7,777,226 | 39 | 1,627,745 | 15 |
| Retained earnings | ||||
| Legal reserve | 1,121,552 | 6 | 1,008,101 | 9 |
| Special reserve | 71,064 | - | 10,950 | - |
| Unappropriated earnings | 2,102,752 | 10 | 1,917,162 | 18 |
| Total retained earnings | 3,295,368 | 16 | 2,936,213 | 27 |
| Other equity | (133,272) | - | (84,706) | (1) |
| Total equity attributable to owners of the Company | 13,814,994 | 69 | 6,605,224 | 61 |
| NON-CONTROLLING INTERESTS | 55,522 | - | 49,318 | - |
| Total equity | 13,870,516 | 69 | 6,654,542 | 61 |
| TOTAL | $ 20,174,471 | 100 | $ 10,881,770 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 2, 2026)
NICHIDENBO CORPORATION AND SUBSIDIARIES
CONSOLIDATED 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 | % | |
| OPERATING REVENUE (Notes 25 and 33) | $ 15,727,845 | 100 | $ 12,141,096 | 100 |
| OPERATING COSTS (Notes 12 and 33) | 13,142,280 | 84 | 10,193,737 | 84 |
| GROSS PROFIT | 2,585,565 | 16 | 1,947,359 | 16 |
| OPERATING EXPENSES (Note 26) | ||||
| Selling and marketing expenses | 727,277 | 4 | 592,198 | 5 |
| General and administrative expenses | 262,526 | 2 | 241,480 | 2 |
| Expected credit loss (gain) | 8,223 | - | (1,340) | - |
| Total operating expenses | 998,026 | 6 | 832,338 | 7 |
| PROFIT FROM OPERATIONS | 1,587,539 | 10 | 1,115,021 | 9 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 13 and 26) | ||||
| Interest income | 22,247 | - | 37,942 | - |
| Other income | 94,446 | 1 | 21,939 | - |
| Other gains and losses | (36,065) | - | 99,133 | 1 |
| Finance costs | (126,578) | (1) | (94,233) | (1) |
| Share of profit of associates | 47,254 | - | 38,396 | 1 |
| Total non-operating income and expenses | 1,304 | - | 103,177 | 1 |
| PROFIT BEFORE INCOME TAX | 1,588,843 | 10 | 1,218,198 | 10 |
| INCOME TAX EXPENSE (Note 27) | 313,350 | 2 | 253,168 | 2 |
| NET PROFIT FOR THE YEAR | 1,275,493 | 8 | 965,030 | 8 |
| OTHER COMPREHENSIVE INCOME (Notes 23, 24 and 27) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | (864) | - | 4,486 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 40,337 | - | 92,330 | 1 |
| Income tax related to items that will not be reclassified subsequently to profit or loss | (5,409) | - | 4,313 | - |
| 34,064 | - | 101,129 | 1 | |
| (Continued) |
NICHIDENBO CORPORATION AND SUBSIDIARIES
CONSOLIDATED 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 | % | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | $ 3,607 | - | $ 20,679 | - |
| Other comprehensive income for the year, net of income tax | 37,671 | - | 121,808 | 1 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 1,313,164 | 8 | $ 1,086,838 | 9 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owner(s) of the Company | $ 1,252,670 | 8 | $ 946,798 | 8 |
| Non-controlling interests | 22,823 | - | 18,232 | - |
| $ 1,275,493 | 8 | $ 965,030 | 8 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owner(s) of the Company | $ 1,290,187 | 8 | $ 1,068,715 | 9 |
| Non-controlling interests | 22,977 | - | 18,123 | - |
| $ 1,313,164 | 8 | $ 1,086,838 | 9 | |
| EARNINGS PER SHARE (Note 28) | ||||
| Basic | $ 5.48 | $ 4.52 | ||
| Diluted | $ 5.41 | $ 4.46 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 2, 2026)
(Concluded)
NICHIDENBO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares (Notes 24 and 29) | Capital Surplus (Notes 24 and 29) | Retained Earnings (Notes 24 and 29) | Other Equity (Notes 24 and 29) | Non-controlling Interests (Note 24) | Total | ||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Unearned Employee Benefits | Total | ||||||
| BALANCE AT JANUARY 1, 2024 | $ 2,126,572 | $ 1,625,096 | $ 935,029 | $ 51,875 | $ 1,537,832 | $ (41,401) | $ 36,018 | $ (36,975) | $ 6,234,046 | $ 40,068 | $ 6,274,114 |
| Appropriation of 2023 earnings | |||||||||||
| Legal reserve | - | - | 73,072 | - | (73,072) | - | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | (723,034) | - | - | - | (723,034) | - | (723,034) |
| Total | - | - | 73,072 | - | (796,106) | - | - | - | (723,034) | - | (723,034) |
| Reversal of special reserve | - | - | - | (40,925) | 40,925 | - | - | - | - | - | - |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | (8,883) | (8,883) |
| Other changes in capital surplus | - | 195 | - | - | - | - | - | - | 195 | 10 | 205 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 946,798 | - | - | - | 946,798 | 18,232 | 965,030 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 3,560 | 20,679 | 97,678 | - | 121,917 | (109) | 121,808 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 950,358 | 20,679 | 97,678 | - | 1,068,715 | 18,123 | 1,086,838 |
| Share-based payment arrangements | (600) | 2,454 | - | - | 115 | - | - | 23,333 | 25,302 | - | 25,302 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 184,038 | - | (184,038) | - | - | - | - |
| BALANCE AT DECEMBER 31, 2024 | 2,125,972 | 1,627,745 | 1,008,101 | 10,950 | 1,917,162 | (20,722) | (50,342) | (13,642) | 6,605,224 | 49,318 | 6,654,542 |
| Appropriation of 2024 earnings | |||||||||||
| Legal reserve | - | - | 113,451 | - | (113,451) | - | - | - | - | - | - |
| Special reserve | - | - | - | 60,114 | (60,114) | - | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | (892,908) | - | - | - | (892,908) | - | (892,908) |
| Total | - | - | 113,451 | 60,114 | (1,066,473) | - | - | - | (892,908) | - | (892,908) |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | (16,797) | (16,797) |
| Other changes in capital surplus | - | 847 | - | - | - | - | - | - | 847 | 24 | 871 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 1,252,670 | - | - | - | 1,252,670 | 22,823 | 1,275,493 |
| Other comprehensive (loss) income for the year ended December 31, 2025, net of income tax | - | - | - | - | (699) | 3,607 | 34,609 | - | 37,517 | 154 | 37,671 |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 1,251,971 | 3,607 | 34,609 | - | 1,290,187 | 22,977 | 1,313,164 |
| Issuance of ordinary shares for share exchange | 710,000 | 6,072,204 | - | - | - | - | - | - | 6,782,204 | - | 6,782,204 |
| Issuance of ordinary shares under employee restricted shares | 39,700 | 76,144 | - | - | - | - | - | (115,844) | - | - | - |
| Share-based payment arrangements | - | 286 | - | - | 92 | - | - | 29,062 | 29,440 | - | 29,440 |
| BALANCE AT DECEMBER 31, 2025 | $ 2,875,672 | $ 7,777,226 | $ 1,121,552 | $ 71,064 | $ 2,102,752 | $ (17,115) | $ (15,733) | $ (100,424) | $ 13,814,994 | $ 55,522 | $ 13,870,516 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 2, 2026)
NICHIDENBO CORPORATION AND SUBSIDIARIES
CONSOLIDATED 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 | ||
| Income before income tax | $ 1,588,843 | $ 1,218,198 |
| Adjustments for: | ||
| Depreciation expense | 34,327 | 24,124 |
| Amortization expense | 4,847 | 4,585 |
| Expected credit loss (gain) | 8,223 | (1,340) |
| Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss | 1,815 | 3,733 |
| Finance costs | 126,578 | 94,233 |
| Interest income | (22,247) | (37,942) |
| Dividends income | (65,978) | (2,429) |
| Share-based payment | 29,204 | 24,260 |
| Share of profit of associates | (47,254) | (38,396) |
| (Gain) loss on disposal of property, plant and equipment | (562) | 11 |
| Inventory write-downs | 244 | 3 |
| (Gain) loss on net realizable value of inventories | (11,936) | 30,647 |
| Others | 92 | 115 |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | 272 | 3,194 |
| Notes receivable | (2,366) | (14,771) |
| Trade receivables from unrelated parties | (1,066,008) | (965,781) |
| Trade receivables from related parties | (1,236) | (1,953) |
| Other receivables from unrelated parties | (3,687) | (18,556) |
| Inventories | (599,084) | (550,880) |
| Prepayments | (18,815) | (3,406) |
| Other current assets | 492 | (523) |
| Net defined benefit asset | (94) | (570) |
| Financial liabilities held for trading | (2,431) | (5,140) |
| Contract liabilities | (796) | (413) |
| Notes payable | 46 | (88) |
| Trade payables to unrelated parties | 422,662 | 304,594 |
| Trade payables to related parties | (86) | 717 |
| Other payables to unrelated parties | 61,021 | 39,018 |
| Other current liabilities | 3,310 | (6,501) |
| Net defined benefit liabilities | (3,056) | (2,256) |
| Cash generated from operating activities | 436,340 | 96,487 |
| Interest received | 22,234 | 41,535 |
| Interest paid | (127,125) | (90,638) |
| Income tax received | 789 | 54 |
| Income tax paid | (242,855) | (203,460) |
| Net cash generated from (used in) operating activities | 89,383 | (156,022) |
(Continued)
NICHIDENBO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ - | $ (1,196,187) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | - | 11,885 |
| Purchase of financial assets at amortized cost | (130,118) | (879,958) |
| Proceeds from sale of financial assets at amortized cost | 211,165 | 1,257,942 |
| Acquisition of investments accounted for using equity method | - | (282,355) |
| Payments for property, plant and equipment | (30,829) | (3,073) |
| Proceeds from disposal of property, plant and equipment | 1,734 | 30 |
| (Increase) decrease in refundable deposits | (5,446) | 1,311 |
| Payments for intangible assets | (2,158) | (1,373) |
| Payments for investment properties | (908) | - |
| Dividends received | 114,229 | 34,687 |
| Net cash generated from (used in) investing activities | 157,669 | (1,057,091) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 10,101,019 | 7,812,392 |
| Repayments of short-term borrowings | (8,864,021) | (7,056,105) |
| Proceeds from short-term bills payable | - | 21,972 |
| Repayments of short-term bills payable | - | (21,972) |
| Increase (decrease) guarantee deposits received | 2,571 | (146) |
| Repayment of the principal portion of lease liabilities | (19,904) | (9,930) |
| Cash dividends paid | (892,908) | (723,034) |
| Dividends paid to non-controlling interests | (16,797) | (8,883) |
| Issuance of ordinary shares under employee restricted shares | 121,284 | - |
| Refund of issuance of restricted shares for employees | - | (1,316) |
| Dividends from claims extinguished by prescription | 871 | 205 |
| Net cash generated from financing activities | 432,115 | 13,183 |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | 700 | 6,556 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 679,867 | (1,193,374) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 888,588 | 2,081,962 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,568,455 | $ 888,588 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 2, 2026) (Concluded)
NICHIDENBO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL INFORMATION
Nichidenbo Corporation (the "Company") was established on January 4, 1993 in New Taipei City. The Company engages mainly in sales and marketing of electronic components.
On December 31, 2007, the Company's shares were listed on the Taiwan Stock Exchange (TWSE).
The consolidated financial statements are presented in the Group's functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company's board of directors on March 2, 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 Financial Supervisory Commission (FSC)
Amendments to IAS 21 "Lack of Exchangeability"
The initial application of the Amendments to IAS 21 "Lack of Exchangeability" did not have a material Impact on the Group's accounting policies.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2026
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” | January 1, 2026 |
| Annual Improvements to IFRS Accounting Standards - Volume 11 | January 1, 2026 |
| IFRS 17 “Insurance Contracts” (including the 2020 and 2021 amendments to IFRS 17) | January 1, 2023 |
As of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of the above amendments to standards and interpretations will not have a material impact on the Group's financial position and financial performance.
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” and consequential amendments
IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:
1) To classify items of income and expenses presented in the statement of profit or loss into the operating, investing, financing, income taxes and discontinued operations categories, the Group shall assess whether it has specified main business activities of investing in particular types of assets and providing financing to customers.
2) 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
3) Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as "other" only if it cannot find a more informative label.
4) 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 Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
In addition, the following consequential amendments have been made to IAS 7 "Statement of Cash Flows":
-
The Group shall use operating profit or loss as the starting point when presenting cash flows from operating activities under the indirect method.
-
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- Interest and dividends received by the Group shall be classified as investing activities, while interest and dividends paid shall be classified as financing activities. However, if, after assessment, the Group has a specific main operating activity, it shall determine how to classify dividends received, interest received and interest paid in the statement of cash flows by referring to how it classifies dividend income, interest income and interest expense in the statement of profit or loss. The total of each of these cash flows shall be classified in a single category in the statement of cash flows.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the other impacts of the above amended standards and interpretations on the Group'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 consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorsed and issued into effect by the FSC.
b. Basis of preparation
The consolidated 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 (assets) 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 grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, 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.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
3) 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:
1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Group does not have the substantial right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Basis of consolidation
1) The basis for the consolidated financial statements
The consolidated financial statements incorporate the consolidated financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
2) The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries was as follows:
| Name of Investor | Name of Investee | Main Businesses and Products | Percentage of Ownership | |
|---|---|---|---|---|
| December 31 | 2024 | |||
| Nichidenbo Corporation | Vic-Dawn Enterprise Co., Ltd. (Vic-Dawn) | Sales and marketing of electronic components | 95.31 | 95.31 |
| Nichidenbo (Mauritius) Ltd. (NDB (Mauritius)) | Investment activities | 100.00 | 100.00 | |
| Lipers Enterprise Co., Ltd. (Lipers) | Sales and marketing of electronic components | 99.34 | 99.34 | |
| Scope Technology Co., Ltd. (Scope) | Sales and marketing of electronic components | 100.00 | 100.00 | |
| Advance Electronic Supply Inc. (AES) | Sales and marketing of electronic components | 100.00 | 100.00 | |
| Tonsam Corporation (Tonsam) | Sales and marketing of electronic components | 100.00 | 100.00 | |
| Lipers (Hong Kong) Enterprise Co., Ltd. (Lipers (HK)) | Sales and marketing of electronic components | 100.00 | 100.00 | |
| Koho (Taiwan) Co., Ltd. (Koho) | Sales and marketing of electronic components | 85.00 | 85.00 | |
| Nichidenbo (Mauritius) Ltd. | Nichidenbo (Shenzhen) Trading Co., Ltd. (NDB (Shenzhen)) | Sales and marketing of electronic components | 100.00 | 100.00 |
| Nichidenbo Suzhou Trading Co., Ltd. (NDB (Suzhou)) | Sales and marketing of electronic components | 100.00 | 100.00 | |
| Lipers (Hong Kong) Enterprise Co., Ltd. | Lipers Electronic (SZ) Co., Ltd. (Lipers Electronic (SZ)) | Sales and marketing of electronic components | 100.00 | 100.00 |
e. Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity'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 consolidated financial statements, the financial statements of its foreign operations/the Company's foreign operations (including subsidiaries in other countries) that are prepared using functional currencies which are different from the currency of the Company 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 (attributed to the owners of the Company and non-controlling interests as appropriate).
f. Inventories
Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to Group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
g. Investments in associates
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.
The Group uses the equity method to account for its investments in associates.
Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group's share of the equity of associates attributable to the Group.
Any excess of the cost of acquisition over the Group'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 Group'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.
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When the company 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 Group’s proportionate interest in the associate. The Group 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, and the investment accounted for under the equity method. If the Group’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.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
h. Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation 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 sales proceeds and the carrying amount of the asset is recognized in profit or loss.
i. Investment properties
Investment properties are properties held to earn rental and/or for capital appreciation.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss.
Depreciation of investment properties is recognized using the straight-line method.
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For a transfer of classification from property, plant and equipment to investment properties, the deemed cost of an item of property for subsequent accounting is its carrying amount at the end of owner-occupation.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
j. Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or Groups of cash-generating units (referred to as “cash-generating units”) that are expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently whenever there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the Group disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
k. 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.
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.
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- Impairment of property, plant and equipment, right-of-use asset, investment property and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset, investment properties and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of 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.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit 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 in prior years. A reversal of an impairment loss is recognized in profit or loss.
m. Financial instruments
Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets are classified into the following categories: Assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends and 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 32.
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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, trade receivables, other receivables, refundable deposits and restricted cash 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 applying the effective interest rate to the gross carrying amount of such a financial asset.
Cash equivalents include time deposits and commercial paper with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group 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 Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) at each balance sheet date.
The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Group 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 Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
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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.
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 Group 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 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 Group are recognized at the proceeds received, net of direct issue costs.
3) Financial liabilities
a) Subsequent measurement
All the financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4) Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument; in which event, the timing of the recognition in profit or loss depends on the nature of the hedging relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.
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n. Revenue recognition
The Group 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 Group 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 Group does not adjust the promised amount of consideration for the effects of a significant financing component.
Revenue from the sale of goods comes from sales of electronic components. Sales of electronic components are recognized as revenue when the goods are delivered to the customer’s specific location and signed by the customer because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables and sales revenue are recognized concurrently.
o. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
All leases are classified as operating leases.
Under operating leases, the 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 Group as lessee
The Group 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 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, in-substance fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.
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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 a lease term, a change in the amounts expected to be payable under a residual value guarantee, a change in the assessment of an option to purchase an underlying asset, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
p. Borrowing costs
All borrowing costs are recognized in profit or loss in the year in which they are incurred.
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 in the Group'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.
r. Share-based payment arrangements
Restricted shares for employees granted to employees
The fair value at the grant date of the restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Group's best estimates of the number of shares that are expected to ultimately vest, with a corresponding increase in capital surplus - other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.
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When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and the considerations received should be returned if employees resign in the vesting period, payables are continuously measured based on its estimated turnover rate for those granted before October 10, 2024 in accordance with the Q&A issued by the FSC. Dividends paid to employees on restricted shares that do not need to be returned if employees resign in the vesting period are recognized as expenses when the dividends are declared with a corresponding adjustment in retained earnings capital surplus - restricted shares for employees.
At the end of each reporting period, the Group revises its estimate of the number of restricted shares for employees 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 - restricted shares for employees.
s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years' tax liabilities are added to or deducted from the current year's tax provision.
2) Deferred tax
Deferred tax is 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 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 and interests in joint ventures, except where the Group 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.
- 24 -
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 Group 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, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
- MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’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. The estimates and underlying assumptions are reviewed on an ongoing basis.
Key Sources of Estimation Uncertainty
a. Estimated impairment of financial assets
The provision for impairment of notes receivable and trade receivables is based on assumptions on probability of default and loss given default. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 11. Where the actual future cash inflows are less than expected, a material impairment loss may arise.
b. Valuation of inventories
The net realizable value of inventory is the estimated selling price in the ordinary course of business less 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.
- CASH AND CASH EQUIVALENTS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash on hand | $ 1,417 | $ 916 |
| Demand deposits and checking accounts | 384,292 | 284,718 |
| Cash equivalents | ||
| Time deposits | 1,025,171 | 372,835 |
| Commercial paper | 157,575 | 230,119 |
| $ 1,568,455 | $ 888,588 |
The market rate intervals of time deposits and commercial paper at the end of the year were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Time deposits | 0.680%-3.800% | 1.225%-4.530% |
| Commercial paper | 1.070%-3.700% | 1.030%-4.600% |
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets at FVTPL - current | ||
| Held-for-trading | ||
| Foreign exchange forward contracts | $ 114 | $ - |
| Financial liabilities at FVTPL - current | ||
| Held-for-trading | ||
| Foreign exchange forward contracts | $ - | $ 230 |
At the end of the year, outstanding foreign exchange forward contracts not under hedge accounting were as follows:
| Currency | Maturity Date | Notional Amount (In Thousands) | |
|---|---|---|---|
| December 31, 2025 | |||
| Sell | USD/NTD | 2026.01.23 | USD1,000/NTD31,610 |
| Sell | USD/NTD | 2026.02.23 | USD1,000/NTD31,566 |
| December 31, 2024 | |||
| Sell | USD/NTD | 2025.01.23 | USD1,000/NTD32,579 |
The Group entered into foreign exchange forward contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Investments in equity instruments | $ 93,695 | $ 1,275,790 |
| Non-current | ||
| Investments in equity instruments | $ 8,004,636 | $ - |
Investments in equity instruments
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Domestic investments | ||
| Listed shares | $ - | $ 1,196,187 |
| Unrealized gain on financial assets | - | 13,813 |
| - | 1,210,000 | |
| Foreign investments | ||
| Listed shares | 133,933 | 133,933 |
| Unrealized loss on financial assets | (40,238) | (68,143) |
| 93,695 | 65,790 | |
| $ 93,695 | $ 1,275,790 | |
| Non-current | ||
| Domestic investments | ||
| Listed shares | $ 7,978,391 | $ - |
| Unlisted shares | 10,000 | 10,000 |
| Unrealized gain (loss) on financial assets | 16,245 | (10,000) |
| $ 8,004,636 | $ - |
On March 13 2024, the board of directors resolved to enter into a contract for the purchase and sale of shares with unrelated parties, to acquire 12,834,314 shares of Concord Advanced Technology Co., Ltd. (Concord Advanced) at a price of $22 per share, for a total amount of $282,355 thousand. After the acquisition, the Group's equity interest in Concord Advanced increased to 20.56%, which represented significant influence, therefore, this acquisition was transferred from financial assets at fair value through other comprehensive income - non-current to investments accounted for using the equity method. The disposal of investments in equity instruments designated as at fair value through other comprehensive income, which amounted to $180,154 thousand, was recorded as unappropriated earnings.
During 2024, the Group gradually acquired 0.88% of the ordinary shares of WT Microelectronics Co., Ltd. (hereinafter referred to as "WT Microelectronics"), for a total amount of $1,196,187 thousand, which was recorded as financial assets at fair value through other comprehensive income - current. On July 15, 2025, the Group's Board of Directors resolved to cooperate with WT Microelectronics through share exchange, whereby the Group will issue 71,000 thousand new ordinary shares to acquire 47,428 thousand new ordinary shares issued for capital increase by WT Microelectronics. The record date for the share exchange is October 1, 2025. On September 30, 2025, the Group reclassified its investment in WT Microelectronics to non-current financial assets at fair value through other comprehensive income based on its intention to hold the investment on a long-term basis.
In August 2024, the Group sold all of its ordinary shares holding of Honey Hope Honesty Enterprise Co., Ltd., for $11,885 thousand, and recognized a gain of $3,884 thousand on the disposal of investments in equity instruments designated as at fair value through other comprehensive income. This gain was recorded as unappropriated earnings.
The Group holds the domestic listed shares, the domestic unlisted shares and foreign listed shares for medium to long-term strategic purposes, expecting to make a profit from long-term investment. 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 Group'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 3 months | $ 30,000 | $ 125,912 |
| Control account | - | 441 |
| $ 30,000 | $ 126,353 | |
| Non-current | ||
| Pledged time deposits | $ 194,228 | $ 179,534 |
| Restricted cash | 150 | 150 |
| $ 194,378 | $ 179,684 |
a. Refer to Note 10 for information relating to the credit risk management and impairment of investments in financial assets at amortized cost.
b. Refer to Note 34 for information relating to investments in financial assets at amortized cost pledged as security.
10. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUMENTS
Investments in debt instruments are classified as at amortized cost:
| At Amortized Cost | ||
|---|---|---|
| December 31 | ||
| 2025 | 2024 | |
| At amortized cost (current and non-current) | ||
| Gross carrying amount | $ 224,378 | $ 306,037 |
| Less: Allowance for impairment loss | - | - |
| Amortized cost | $ 224,378 | $ 306,037 |
The credit risk of financial instruments such as bank deposits is measured and monitored by the finance department. The Group selects the transaction partners and the performing parties which are all banks with good credit.
- 29 -
11. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Notes receivable | ||
| At amortized cost | ||
| Gross carrying amount | $ 136,918 | $ 134,003 |
| Less: Allowance for impairment loss | (679) | (670) |
| $ 136,239 | $ 133,333 | |
| Notes receivable - operating | $ 135,126 | $ 133,274 |
| Notes receivable - non-operating | 1,113 | 59 |
| $ 136,239 | $ 133,333 | |
| Trade receivables | ||
| At amortized cost | ||
| Gross carrying amount | $ 5,359,997 | $ 4,292,445 |
| Less: Allowance for impairment loss | (36,755) | (28,495) |
| $ 5,323,242 | $ 4,263,950 | |
| Other receivables | ||
| VAT refundable | $ 48,533 | $ 45,486 |
| Others | 2,679 | 2,043 |
| $ 51,212 | $ 47,529 |
a. Notes receivable
As of December 31, 2025 and 2024, the notes receivable did not expire.
b. Trade receivables
The average credit period on sales of goods is 90 to 150 days. In order to minimize credit risk, the management of the Group 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 Group reviews the recoverable amount of each individual trade debt at the end of the year to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group's credit risk was significantly reduced.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer's current financial position, and profitability. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group's different customer base.
The Group writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Group's provision matrix.
December 31, 2025
| Not Past Due | 1 to 30 Days Past Due | 31 to 60 Days Past Due | 61 to 90 Days Past Due | Over 90 Days Past Due | Total | |
|---|---|---|---|---|---|---|
| Expected credit loss rate | 0.50%-1.89% | 0.50%-27.49% | 0.50%-39.39% | 30.62%-55.29% | 100% | |
| Gross carrying amount | $ 5,335,109 | $ 12,700 | $ 4,441 | $ 599 | $ 7,148 | $ 5,359,997 |
| Loss allowance (Lifetime ECLs) | (27,625) | (895) | (813) | (274) | (7,148) | (36,755) |
| Amortized cost | $ 5,307,484 | $ 11,805 | $ 3,628 | $ 325 | $ - | $ 5,323,242 |
December 31, 2024
| Not Past Due | 1 to 30 Days Past Due | 31 to 60 Days Past Due | 61 to 90 Days Past Due | Over 90 Days Past Due | Total | |
|---|---|---|---|---|---|---|
| Expected credit loss rate | 0.50%-4.14% | 0.50%-39.08% | 0.50%-50.72% | 33.39%-66.28% | 100.00% | |
| Gross carrying amount | $ 4,255,745 | $ 29,749 | $ 3,340 | $ 1,567 | $ 2,044 | $ 4,292,445 |
| Loss allowance (Lifetime ECLs) | (22,439) | (2,633) | (778) | (601) | (2,044) | (28,495) |
| Amortized cost | $ 4,233,306 | $ 27,116 | $ 2,562 | $ 966 | $ - | $ 4,263,950 |
The movements of the loss allowance of notes receivable and trade receivables were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ 29,165 | $ 21,446 |
| Add: Reclassification of overdue receivables | 85 | 8,996 |
| Add: Remeasurement of loss allowance | 8,223 | - |
| Less: Amounts written off | - | (80) |
| Less: Reversal of loss allowance | - | (1,340) |
| Foreign exchange gains and losses | (39) | 143 |
| Balance on December 31 | $ 37,434 | $ 29,165 |
12. INVENTORIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Merchandise | $ 3,072,792 | $ 2,459,022 |
The nature of the cost of goods sold is as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of inventories sold | $ 13,153,857 | $ 10,163,082 |
| (Gain) loss on net realizable value of inventories | (11,936) | 30,647 |
| Loss on physical inventory | 115 | 5 |
| Inventory write-downs | 244 | 3 |
| $ 13,142,280 | $ 10,193,737 |
13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in associate
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Associate that is not individually material | ||
| Concord Advanced | $ 487,650 | $ 488,647 |
Aggregate information of associates that are not individually material
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| The Group’s share of: | ||
| Profit for the year | $ 47,254 | $ 38,396 |
| Other comprehensive income | - | - |
| Total comprehensive income for the year | $ 47,254 | $ 38,396 |
On March 13, 2024, the board of directors resolved to enter into a contract for the purchase and sale of shares with unrelated parties, to acquire 12,834,314 shares of Concord Advanced at a price of $22 per share, for a total amount of $282,355 thousand. After the acquisition, the Group's equity interest in Concord Advanced increased to 20.56%, representing significant influence, therefore, this acquisition was transferred from financial assets at fair value through other comprehensive income - non-current to investments accounted for using the equity method.
The above investments accounted for using the equity method and the share of profit or loss by the Group were calculated based on the audited financial statements.
14. PROPERTY, PLANT AND EQUIPMENT
| Land | Buildings | Other Equipment | Total | |
|---|---|---|---|---|
| Cost | ||||
| Balance on January 1, 2025 | $ 477,370 | $ 274,269 | $ 23,556 | $ 775,195 |
| Additions | - | - | 30,829 | 30,829 |
| Disposals/derecognition | - | - | (10,539) | (10,539) |
| Reclassification | (241,971) | (165,815) | (186) | (407,972) |
| Effects of foreign currency exchange differences | - | 296 | - | 296 |
| Balance on December 31, 2025 | $ 235,399 | $ 108,750 | $ 43,660 | $ 387,809 |
| Accumulated depreciation | ||||
| Balance on January 1, 2025 | $ - | $ 91,871 | $ 12,793 | $ 104,664 |
| Depreciation expense | - | 6,477 | 4,783 | 11,260 |
| Disposals/derecognition | - | - | (9,367) | (9,367) |
| Reclassification | - | (44,422) | (59) | (44,481) |
| Effects of foreign currency exchange differences | - | 275 | 20 | 295 |
| Balance on December 31, 2025 | $ - | $ 54,201 | $ 8,170 | $ 62,371 |
| Carrying amount on December 31, 2025 | $ 235,399 | $ 54,549 | $ 35,490 | $ 325,438 |
| Cost | ||||
| Balance on January 1, 2024 | $ 477,370 | $ 271,794 | $ 28,059 | $ 777,223 |
| Additions | - | - | 3,073 | 3,073 |
| Disposals/derecognition | - | - | (7,784) | (7,784) |
| Effects of foreign currency exchange differences | - | 2,475 | 208 | 2,683 |
| Balance on December 31, 2024 | $ 477,370 | $ 274,269 | $ 23,556 | $ 775,195 |
| Accumulated depreciation | ||||
| Balance on January 1, 2024 | $ - | $ 83,597 | $ 15,173 | $ 98,770 |
| Depreciation expense | - | 7,097 | 5,256 | 12,353 |
| Disposals/derecognition | - | - | (7,743) | (7,743) |
| Effects of foreign currency exchange differences | - | 1,177 | 107 | 1,284 |
| Balance on December 31, 2024 | $ - | $ 91,871 | $ 12,793 | $ 104,664 |
| Carrying amount on December 31, 2024 | $ 477,370 | $ 182,398 | $ 10,763 | $ 670,531 |
Depreciation is calculated on a straight-line basis over the estimated useful lives as follows:
Buildings 20-55 years
Other equipment 3-10 years
Refer to Note 34 for property, plant and equipment pledged as collateral for the payment of purchase.
15. LEASE ARRANGEMENTS
a. Right-of-use assets
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amounts of right-of-use assets | ||
| Building | $ 185,675 | $ 21,485 |
| Other equipment | 3,015 | - |
| $ 188,690 | $ 21,485 | |
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Additions to right-of-use assets | $ 188,559 | $ - |
| Depreciation expense of the right-of-use asset | ||
| Building | $ 20,420 | $ 10,503 |
| Other equipment | 861 | - |
| $ 21,281 | $ 10,503 |
Except for the aforementioned additions and recognized depreciation, there were no material subleases or impairment of the Group’s right-of-use assets in 2025 and 2024.
b. Lease liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amounts | ||
| Current | $ 25,067 | $ 5,600 |
| Non-current | $ 166,621 | $ 17,484 |
Range of discount rates for lease liabilities is as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Buildings | 2.0100%-6.2000% | 1.2000%-3.5500% |
| Other equipment | 4.8972% | - |
c. Important leasing activities and terms
The Group has signed leases for buildings to be used as warehouses and offices from June 1, 2025 to May 31, 2035, with a lease term of 10 years. Upon expiration of the lease term, these lease agreements do not contain renewal or purchase option clauses, and stipulate that the Group may not sublease, assign, or otherwise give the leased property or any part thereof to others for use, nor change its purpose or use it in violation of laws and regulations.
d. Other lease information
Refer to Note 16 for lease arrangements under operating leases of investment properties.
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expenses relating to short-term leases | $ 5,086 | $ 5,609 |
| Expenses relating to low-value asset leases | $ 238 | $ 241 |
| Total cash outflow of leases | $ 28,806 | $ 16,695 |
- INVESTMENT PROPERTIES
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cost | ||
| Balances on January 1 | $ 225,306 | $ 224,687 |
| Reclassification | 407,972 | - |
| Effects of foreign currency exchange differences | 73 | 619 |
| Balance on December 31 | $ 633,351 | $ 225,306 |
| Accumulated depreciation and impairment losses | ||
| Balance on January 1 | $ 36,159 | $ 34,465 |
| Depreciation expense | 1,786 | 1,268 |
| Reclassification | 44,481 | - |
| Effects of foreign currency exchange differences | 69 | 426 |
| Balance on December 31 | $ 82,495 | $ 36,159 |
| Carrying amount on December 31 | $ 550,856 | $ 189,147 |
The investment properties are leased out for 1 to 10 years. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Less than a year | $ 22,373 | $ 7,489 |
| 1-5 years | 62,799 | 16,238 |
| Over 5 years | 52,056 | - |
| $ 137,228 | $ 23,727 |
The investment properties are depreciated using the straight-line method over 20 to 55 years of their estimated useful lives.
For those located in R.O.C., the fair value of the investment property as of December 31, 2025 and 2024 was $1,003,645 thousand and $256,641 thousand, respectively. The fair value of the investment property was appraised by the Group’s management by reference to market evidence of transaction prices for similar properties.
For those located in China, the fair value of the investment property was appraised by the Group’s management by reference to the income approach with the discounted cash flow method at the discount rate of 5.20%, and the fair value was measured using Level 3 inputs. The fair value amounted to $4,962 thousand and $5,799 thousand as of December 31, 2025 and 2024, respectively.
The investment properties are owned by the Group. The investment properties were pledged as collateral for payment of purchase in Note 34.
17. GOODWILL
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 and December 31 | $ 21,805 | $ 21,805 |
The carrying amount of goodwill was allocated to the cash-generating units as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Koho | $ 21,805 | $ 21,805 |
18. OTHER INTANGIBLE ASSETS
| Computer Software | Supplier Contracts | Total | |
|---|---|---|---|
| Cost | |||
| Balance on January 1, 2025 | $ 2,760 | $ 37,000 | $ 39,760 |
| Additions | 2,158 | - | 2,158 |
| Derecognition | (1,079) | - | (1,079) |
| Effect of foreign currency exchange differences | 3 | - | 3 |
| Balance on December 31, 2025 | $ 3,842 | $ 37,000 | $ 40,842 |
| Accumulated amortization | |||
| Balance on January 1, 2025 | $ 1,322 | $ 10,792 | $ 12,114 |
| Amortization expenses | 1,147 | 3,700 | 4,847 |
| Derecognition | (1,079) | - | (1,079) |
| Effect of foreign currency exchange differences | (2) | - | (2) |
| Balance on December 31, 2025 | $ 1,388 | $ 14,492 | $ 15,880 |
| Carrying amount on December 31, 2025 | $ 2,454 | $ 22,508 | $ 24,962 |
| (Continued) |
- 36 -
| Computer Software | Supplier Contracts | Total | |
|---|---|---|---|
| Cost | |||
| Balance on January 1, 2024 | $ 2,546 | $ 37,000 | $ 39,546 |
| Additions | 1,373 | - | 1,373 |
| Derecognition | (1,167) | - | (1,167) |
| Effect of foreign currency exchange differences | 8 | - | 8 |
| Balance on December 31, 2024 | $ 2,760 | $ 37,000 | $ 39,760 |
| Accumulated amortization | |||
| Balance on January 1, 2024 | $ 1,601 | $ 7,092 | $ 8,693 |
| Amortization expenses | 885 | 3,700 | 4,585 |
| Derecognition | (1,167) | - | (1,167) |
| Effect of foreign currency exchange differences | 3 | - | 3 |
| Balance on December 31, 2024 | $ 1,322 | $ 10,792 | $ 12,114 |
| Carrying amount on December 31, 2024 | $ 1,438 | $ 26,208 | $ 27,646 |
| (Concluded) |
The above items of other intangible assets are amortized on a straight-line basis over the estimated useful lives as follows:
Computer software 3-5 years
Supplier contracts 10 years
19. OTHER ASSETS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Prepayments | $ 24,994 | $ 6,148 |
| Others | 1,981 | 2,472 |
| $ 26,975 | $ 8,620 | |
| Non-current | ||
| Overdue receivables (Note) | $ 70,314 | $ 70,399 |
| Less: Allowance for impairment loss | (70,314) | (70,399) |
| $ - | $ - |
Note: The Group reclassified the impairment loss of trade receivables and relevant allowance for impairment loss, which were evaluated individually, to overdue receivables.
- 37 -
20. BORROWINGS
Short-term Borrowings
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Secured loans | ||
| Unsecured bank loans | $ 3,547,992 | $ 2,310,994 |
The market rate interval of short-term borrowings at the end of the year was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Unsecured bank loans | 0.709%-4.720% | 0.698%-5.820% |
21. NOTES PAYABLE AND TRADE PAYABLES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Notes payable | ||
| Non-operating | $ 218 | $ 179 |
| Trade payables | ||
| Operating | $ 1,711,572 | $ 1,287,387 |
22. OTHER LIABILITIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Other payables | ||
| Payable for salaries and bonuses | $ 293,175 | $ 239,786 |
| Restricted shares for employees payable | 122,064 | 924 |
| Payables for purchase and selling | 35,094 | 30,545 |
| Payables for annual leave | 13,597 | 11,999 |
| Interest payable | 10,904 | 11,451 |
| VAT payable | 282 | 2,953 |
| Other | 47,387 | 43,332 |
| $ 522,503 | $ 340,990 | |
| Other liabilities | ||
| Refund liabilities | $ 34,535 | $ 33,824 |
| Other | 5,229 | 2,628 |
| $ 39,764 | $ 36,452 |
- 38 -
23. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company, Vic-Dawn, Tonsam, Lipers, Scope, AES and Koho adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries and wages.
NDB (Shenzhen), NDB (Suzhou) Corporation, Lipers (HK) and Lipers Electronic (SZ), which is a state-managed defined contribution plan, makes contributions to employee's pension accounts at a defined rate of standard wages legalized by the local government in the manner of the defined contribution plan.
b. Defined benefit plans
The defined benefit plan adopted by the Company, Vic-Dawn, Tonsam, Lipers and Koho of the Group in accordance with the Labor Standards Act is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company, Vic-Dawn, Tonsam, Lipers and Koho contribute amounts equal to 2%, 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 Group 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 Group 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 Group has no right to influence the investment policy and strategy.
Lipers, Vic-Dawn and Koho's applications for a suspension of pension contributions from December 2012 to November 2026, February 2023 to January 2027, and February 2023 to January 2027 have been approved by the Labor Affairs Department of New Taipei City Government, respectively.
The amounts included in the consolidated balance sheets in respect of the Group's defined benefit plans are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Present value of defined benefit obligation | $ 60,777 | $ 56,893 |
| Fair value of plan assets | (50,627) | (44,457) |
| Deficit | 10,150 | 12,436 |
| Net defined benefit assets | 6,787 | 6,105 |
| Net defined benefit liability | $ 16,937 | $ 18,541 |
Movements in net defined benefit liability are as follows:
| Present Value of the Defined Benefit Obligation | Fair Value of the Plan Assets | Net Defined Benefit Liability | |
|---|---|---|---|
| Balance on January 1, 2025 | $ 56,893 | $ (44,457) | $ 12,436 |
| Service cost | |||
| Current service cost | 690 | - | 690 |
| Net interest expense (income) | 857 | (685) | 172 |
| Recognized in profit or loss | 1,547 | (685) | 862 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (2,045) | (2,045) |
| Actuarial gain - changes in financial assumptions | 534 | - | 534 |
| Actuarial gain - experience adjustments | 2,375 | - | 2,375 |
| Recognized in other comprehensive income | 2,909 | (2,045) | 864 |
| Contributions from the employer | - | (4,012) | (4,012) |
| Benefits paid | (572) | 572 | - |
| Balance on December 31, 2025 | $ 60,777 | $ (50,627) | $ 10,150 |
| Balance on January 1, 2024 | $ 61,135 | $ (41,388) | $ 19,747 |
| Service cost | |||
| Current service cost | 853 | - | 853 |
| Net interest expense (income) | 711 | (502) | 209 |
| Recognized in profit or loss | 1,564 | (502) | 1,062 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (2,453) | (2,453) |
| Actuarial gain - changes in financial assumptions | (1,371) | - | (1,371) |
| Actuarial gain - experience adjustments | (662) | - | (662) |
| Recognized in other comprehensive income | (2,033) | (2,453) | (4,486) |
| Contributions from the employer | - | (3,365) | (3,365) |
| Benefits paid | (3,773) | 3,251 | (522) |
| Balance on December 31, 2024 | $ 56,893 | $ (44,457) | $ 12,436 |
Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government 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 plan's debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate(s) | 1.375% | 1.500%-1.625% |
| Expected rate(s) of salary increase | 2.000%-2.750% | 2.000%-2.750% |
If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate(s) | ||
| 0.25% increase | $ (968) | $ (972) |
| 0.25% decrease | $ 997 | $ 1,002 |
| Expected rate(s) of salary increase | ||
| 0.25% increase | $ 968 | $ 974 |
| 0.25% decrease | $ (945) | $ (949) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| The expected contributions to the plan for the next year | $ 2,047 | $ 1,714 |
| The average duration of the defined benefit obligation | 5.6-11.4 years | 6.1-12.2 years |
24. EQUITY
a. Share capital
Ordinary shares
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Number of shares authorized (in thousands) | 500,000 | 500,000 |
| Shares authorized | $ 5,000,000 | $ 5,000,000 |
| Number of shares issued and fully paid (in thousands) | 287,567 | 212,597 |
| Shares issued | $ 2,875,672 | $ 2,125,972 |
Ordinary shares issued had a par value of NT$10, and holders have the right to vote and receive dividends.
Of the Company’s authorized shares, 10,000 thousand shares were reserved for the issuance of convertible bonds, preferred shares and employee share options, respectively.
In order to enrich operating capital, intensify financial structure and provide capital demands for the company’s long term operating development, the Company raised fund and introduced strategic investors. On June 15, 2022, the Company held shareholder’s meeting and a resolution was passed to increase cash capital by issuing 30,000 thousand ordinary shares through private placement. On October 6, 2022, the Company’s board of directors resolved to offer for subscription with the subscriber - WT Microelectronics Co., Ltd. at a price of $44.02 at premium, and a total cash of $1,320,600 thousand was received. The subscription base date was on October 7, 2022, and the registration has been completed on October 25, 2022.
The aforementioned rights and obligations of private placement of new shares were same as which the ordinary shares the Company had issued. However, in accordance with Article 43-8 under the Securities and Exchange Act, the ordinary shares of this private placement shall not be freely transferred within three years from the date of subscription, except as otherwise specified in laws and regulations for special circumstances. As of November 11, 2025, a full three-year period had elapsed, thereby satisfying the regulatory requirements for the listing of privately placed securities. Accordingly, on November 12, 2025, the Company’s Board of Directors duly resolved to approve the supplementary procedures for public issuance of privately placed common shares and to proceed with the application for listing and trading. The filing became effective on December 23, 2025, and the shares were formally offered to the public on December 31, 2025.
On March 23, 2022, the Company’s board resolved to issue the first-time employee restricted stock awards (RSAs) for the year 2022 in a total of 4,000 thousand shares. Due to some employees resigning before meeting the conditions for the restricted employee stock options, 60 thousand shares were reclaimed, and the registration was completed on December 4, 2024.
On May 4, 2023, the Company’s board resolved to issue the first-time employee restricted stock awards (RSAs) for the year 2023 in a total of 4,000 thousand shares, which was approved for issuance by the Chairperson on April 23, 2025. A total of 3,970 thousand shares were actually issued, with the record date for the capital increase set for August 15, 2025, and the registration for change was completed.
On July 15, 2025, the Company’s Board of Directors resolved to cooperate with WT Microelectronics through a share exchange, whereby the Company will carry out capital increase through issuing 71,000 thousand new ordinary shares to acquire 47,428 thousand new ordinary shares issued for capital increase by WT Microelectronics. The record date for the share exchange is October 1, 2025, and the registration for change was completed on October 27, 2025.
b. Capital surplus
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) | ||
| Issuance of ordinary shares | $ 7,472,865 | $ 1,353,609 |
| Conversion of bonds | 111,200 | 111,200 |
| Treasury share transactions | 19,455 | 19,455 |
| (Continued) |
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| The difference between the consideration received or paid and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition | $ 15,334 | $ 15,334 |
| From business combinations | 289 | 289 |
| Other | 3,814 | 3,814 |
| 7,622,957 | 1,503,701 | |
| May only be used to offset a deficit | ||
| Changes in percentage of ownership interests in subsidiaries | 42,656 | 42,656 |
| Other | 2,707 | 1,860 |
| 45,363 | 44,516 | |
| May not be used for any purpose | ||
| Employee restricted shares | 108,906 | 79,528 |
| $ 7,777,226 | $ 1,627,745 | |
| (Concluded) |
Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).
c. Retained earnings and dividend policy
In their regular meeting on June 25, 2024, the shareholders approved the amendments to the Company’s Articles of Incorporation. If there is a surplus in the final accounts of the Company, the tax shall be paid first to make up for previous losses, and 10% shall then be added to the legal reserve, except when the legal reserve becomes equal to the paid-up capital of the Company. In addition, the special reserve shall be listed or reversed according to the Company’s operating needs and legal regulations. The remaining balance (the “distributable earnings of the current year”) is consolidated with the unappropriated earnings at the beginning of the same period. The board of directors shall then draft a surplus distribution plan for presentation and approval at the shareholders’ meeting. The total amount of dividends distributed each year shall not be less than 50% of the distributable earnings of the current year.
Under the dividends policy as set forth in the Articles before the amendments, if there is a surplus in the final accounts of the Company, the tax shall be paid first to make up for previous losses, and 10% shall be added to the legal reserve, except when the legal reserve has reached the paid-up capital of the company. In addition, the special reserve shall be listed or reversed according to the Company’s operating needs and legal regulations. The total amount of dividends distributed each year shall not be less than 50% of the distributable earnings of the current year, and the board of directors shall draft a surplus distribution plan to shareholders’ meeting resolution for distribution. For the policies on the distribution of compensation of employees and remuneration of directors after the amendment, refer to compensation of employees and remuneration of directors in Note 26(g).
Under Article 240 of Company Act, the Company authorizes over half of two thirds of the board of directors to approve the distribution in cash of dividends, bonuses, all or part of the legal reserve, and capital surplus stipulated in Article 241 of Company Act, and report this distribution at the shareholders’ meeting.
The Company will consider the environment and its growth stage, in response to future capital needs and long-term financial planning. The earnings shall be distributed in accordance with Article 21 of Articles of Incorporation, and the cash dividend distributed to shareholders in the current year shall be no less than 30% of the total amount of shareholders' dividends.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company's paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's paid-in capital, the excess may be transferred to capital or distributed in cash.
The appropriations of earnings for 2024 and 2023, which were approved in the shareholders' meetings on June 11, 2025 and June 25, 2024, respectively, were as follows:
| Appropriation of Earnings | ||
|---|---|---|
| For the Year Ended December 31 | ||
| 2024 | 2023 | |
| Legal reserve | $ 113,451 | $ 73,072 |
| Reversal of special reserve | $ - | $ 40,925 |
| Special reserve appropriated | $ 60,114 | $ - |
| Cash dividends | $ 892,908 | $ 723,034 |
| Cash dividends per share (NT$) | $ 4.20 | $ 3.40 |
The appropriation of earnings for 2025, which were proposed by the Company's board of directors on March 2 2026, were as follows:
| For the Year Ended December 31, 2025 | |
|---|---|
| Legal reserve | $ 125,206 |
| Reversal of special reserve | $ 38,216 |
| Cash dividends | $ 1,380,322 |
| Cash dividends per share (NT$) | $ 4.80 |
The above appropriation for cash dividends has been resolved by the Company's board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on May 22, 2026.
d. Special reserve
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ 10,950 | $ 51,875 |
| Special reserve appropriated | ||
| Debits to other equity items | 60,114 | - |
| Reversal of special reserve | ||
| Reversal of the debits to other equity items | - | (40,925) |
| Balance on December 31 | $ 71,064 | $ 10,950 |
A proportionate share of special reserve relating to exchange differences from the translation of the financial statements of foreign operations (including the subsidiaries of the Company) will be reversed on the Company's disposal of foreign operations; on the Company's loss of significant influence, however, the entire special reserve will be reversed. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRS Accounting Standards. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and thereafter distributed.
e. Other equity items
1) Exchange differences on translation of the financial statements of foreign operations
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ (20,722) | $ (41,401) |
| Recognized for the year | ||
| Exchange differences on the translation of the financial statements of foreign operations | 3,607 | 20,679 |
| Other comprehensive income recognized for the year | 3,607 | 20,679 |
| Balance on December 31 | $ (17,115) | $ (20,722) |
2) Unrealized valuation (loss) gain on financial assets at FVTOCI
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ (50,342) | $ 36,018 |
| Recognized for the year | ||
| Unrealized gain on equity instruments | 40,153 | 92,502 |
| Related income tax | (5,544) | 5,176 |
| Other comprehensive income recognized for the year | 34,609 | 97,678 |
| Cumulative unrealized gain of equity investments transferred to retained earnings due to disposal | - | (184,038) |
| Balance on December 31 | $ (15,733) | $ (50,342) |
f. Non-controlling interests
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ 49,318 | $ 40,068 |
| Share in profit for the year | 22,823 | 18,232 |
| Other comprehensive income (loss) during the year | ||
| Unrealized gain (loss) on financial assets at FVTOCI | 184 | (172) |
| Remeasurement of defined benefit plans | 10 | 36 |
| Related income tax | (40) | 27 |
| Cash dividends paid by subsidiaries | (16,797) | (8,883) |
| Other | 24 | 10 |
| Balance on December 31 | $ 55,522 | $ 49,318 |
- 45 -
25. REVENUE
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | ||
| Revenue from the sale of goods | $ 15,727,845 | $ 12,141,096 |
a. Contract information
Revenue from sale of goods
The Group sells electronic components to the manufacturers of the information products, video products, and electronic communication products. The amount of discount and related revenue are estimated using the most likely amount, taking into consideration the customer's historical purchase records. All other goods are sold at their respective amounts as agreed in the contracts.
b. Contact balances
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Trade receivables, net (Note 11) | $ 5,323,242 | $ 4,263,950 | $ 3,289,314 |
| Trade receivables from related parties (Note 33) | $ 3,189 | $ 1,953 | $ - |
| Contract liabilities - current | |||
| Advance on contract | $ 5,171 | $ 6,020 | $ 6,311 |
The changes in the balance of contract liabilities primarily result from the timing difference between the Group's satisfaction of performance obligations and the respective customer's payment. The revenue recognized from the contract liability balance at the beginning for the year, which amounted to $6,020 thousand and $6,311 thousand for the years ended December 31, 2025 and 2024, respectively.
c. Contract details
Refer to Note 38 for the details of revenue information.
26. NET PROFIT FOR THE YEAR
a. Interest income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Bank deposits | $ 19,367 | $ 33,447 |
| Others | 2,880 | 4,495 |
| $ 22,247 | $ 37,942 |
b. Other income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Dividends income | $ 65,978 | $ 2,429 |
| Rental income | ||
| Investment properties | 8,840 | 8,076 |
| Depreciation of investment properties | (1,786) | (1,268) |
| 7,054 | 6,808 | |
| Remuneration of director acquired | 14,473 | 9,416 |
| Others | 6,941 | 3,286 |
| $ 94,446 | $ 21,939 |
c. Other gains and losses
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value changes of financial assets and financial liabilities | ||
| Financial assets mandatorily classified as at FVTPL | $ 386 | $ 1,636 |
| Financial liabilities held for trading | (2,201) | (5,369) |
| Net foreign exchange (losses) gains | (34,567) | 103,186 |
| Gain (loss) on disposal of property, plant, and equipment | 562 | (11) |
| Others | (245) | (309) |
| $ (36,065) | $ 99,133 |
d. Finance costs
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest on bank loans | $ 122,976 | $ 93,300 |
| Interest on lease liabilities | 3,578 | 915 |
| Interest on rental deposits | 24 | 18 |
| $ 126,578 | $ 94,233 |
e. Depreciation and amortization
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Property, plant and equipment | $ 11,260 | $ 12,353 |
| Right-of-use assets | 21,281 | 10,503 |
| Investment properties | 1,786 | 1,268 |
| Other intangible assets | 4,847 | 4,585 |
| $ 39,174 | $ 28,709 | |
| An analysis of depreciation by function | ||
| Operating expenses | $ 32,541 | $ 22,856 |
| Non-operating income and expenses | 1,786 | 1,268 |
| $ 34,327 | $ 24,124 | |
| An analysis of amortization by function | ||
| Operating expenses | $ 4,847 | $ 4,585 |
f. Employee benefits expense
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Post-employment benefits | ||
| Defined contribution plans | $ 16,521 | $ 15,749 |
| Defined benefit plans (Note 23) | 862 | 1,062 |
| 17,383 | 16,811 | |
| Share-based payments | ||
| Equity-settled (Note 29) | 29,204 | 24,260 |
| Other employee benefits | 537,398 | 470,009 |
| $ 583,985 | $ 511,080 | |
| An analysis of employee benefits expense by function | ||
| Operating expenses | $ 583,985 | $ 511,080 |
g. Compensation of employees and remuneration of directors
If the Company makes a profit in a year, no less than 5% shall be set aside as employee compensation and no more than 3% shall be set aside as director compensation. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company's affiliated companies who meet certain conditions. According to the amendments to the Securities and Exchange Act in August 2024, the Company has amended its Articles of Incorporation by resolution at the 2025 General Shareholders' Meeting, stipulating that if the Company makes a profit in the year, it shall appropriate no less than 5% as remuneration of employees (of which no less than 15% shall be distributed to non-executive employees) and no more than 3% as remuneration of director. However, if the Company has accumulated deficits, an amount sufficient to cover such deficits shall be reserved in advance. The aforementioned remuneration of employees and non-executive employees may be in the form of stock or cash, and the recipients may include employees of subsidiaries who meet certain conditions, while the remuneration of directors may only be distributed in cash. The foregoing two matters shall be executed pursuant to a special resolution of the Company's board of directors and duly reported to the
shareholders' meeting. for the years ended December 31, 2025 and 2024, the remuneration of employees (including non-executive employees) and directors were estimated based on past experience and current operating conditions. The respective amounts, as resolved for distribution by the Board of Directors on March 2, 2026 and March 13, 2025, respectively, are as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash | Cash | |
| Compensation of employees | $ 102,324 | $ 78,266 |
| Remuneration of directors | $ 21,927 | $ 16,771 |
If there is a change in the amount 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 Company's board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
27. INCOME TAXES
a. Major components of tax expense recognized in profit or loss
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | ||
| In respect of the current year | $ 284,060 | $ 235,205 |
| Income tax on unappropriated earnings | 3,402 | - |
| Adjustments for prior year | (224) | 986 |
| 287,238 | 236,191 | |
| Deferred tax | ||
| In respect of the current year | 26,112 | 16,977 |
| Adjustments for prior years | - | - |
| 26,112 | 16,977 | |
| Income tax expense recognized in profit or loss | $ 313,350 | $ 253,168 |
A reconciliation of accounting loss expense and income tax expense is as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Profit before tax from continuing operations | $ 1,588,843 | $ 1,218,198 |
| Income tax benefit calculated at the statutory rate | $ 323,069 | $ 261,183 |
| Nondeductible expenses in determining taxable income | 62 | 1,358 |
| Deferred tax effect of earnings of subsidiaries | 9,930 | (1,512) |
| Tax exempt income | (22,648) | (8,107) |
| Others | 499 | - |
| Income tax on unappropriated earnings | 3,402 | - |
| Adjustments for prior years’ tax | (224) | 986 |
| Deferred tax from acquisitions through business combinations | (740) | (740) |
| Income tax expense recognized in profit or loss | $ 313,350 | $ 253,168 |
b. Income tax recognized in other comprehensive income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred tax | ||
| In respect of the current year | ||
| Fair value changes of financial assets at FVTOCI | $ 5,581 | $ (5,210) |
| Remeasurement of defined benefit plans | (172) | 897 |
| Income tax expense (benefit) recognized in other comprehensive income | $ 5,409 | $ (4,313) |
c. Current tax assets and liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax assets | ||
| Tax refund receivable | $ - | $ 551 |
| Current tax liabilities | ||
| Income tax payable | $ 162,340 | $ 117,620 |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities are as follows:
For the year ended December 31, 2025
| Opening Balance | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
|---|---|---|---|---|
| Deferred tax assets | ||||
| Temporary differences | ||||
| Provision for loss on inventories | $ 20,817 | $(10,143) | $ - | $ 10,674 |
| Allowance for impairment loss | 11,668 | 940 | - | 12,608 |
| Financial assets at fair value through other comprehensive income | 13,628 | - | (5,581) | 8,047 |
| Unrealized gross profit on sales | 8,288 | 738 | - | 9,026 |
| Unrealized sales allowance | 6,765 | 142 | - | 6,907 |
| Defined benefit obligation | 3,376 | (611) | 290 | 3,055 |
| Payable for annual leave | 2,224 | 310 | - | 2,534 |
| Financial assets at fair value through profit or loss | 46 | (46) | - | - |
| Others | 191 | (11) | - | 180 |
| $ 67,003 | $(8,681) | $(5,291) | $ 53,031 | |
| Deferred tax liabilities | ||||
| Temporary differences | ||||
| Share of profit or loss of subsidiaries | $ 66,821 | $ 9,860 | $ - | $ 76,681 |
| Unrealized exchange profit | 6,528 | 8,273 | - | 14,801 |
| Other intangible assets | 5,242 | (740) | - | 4,502 |
| Defined contribution retirement benefit plan | 1,041 | 18 | 118 | 1,177 |
| Financial assets at fair value through profit or loss | - | 23 | - | 23 |
| Unrealized gross profit on sales | 3 | (3) | - | - |
| $ 79,635 | $ 17,431 | $ 118 | $ 97,184 |
For the year ended December 31, 2024
| Opening Balance | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
|---|---|---|---|---|
| Deferred tax assets | ||||
| Temporary differences | ||||
| Provision for loss on inventories | $ 23,945 | $ (3,128) | $ - | $ 20,817 |
| Allowance for impairment loss | 13,674 | (2,006) | - | 11,668 |
| Unrealized exchange loss | 8,933 | (8,933) | - | - |
| Financial assets at fair value through other comprehensive income | 8,418 | - | 5,210 | 13,628 |
| Unrealized sales allowance | 8,093 | (1,328) | - | 6,765 |
| Unrealized gross profit on sales | 8,091 | 197 | - | 8,288 |
| Defined benefit obligation | 4,380 | (451) | (553) | 3,376 |
| Payable for annual leave | 2,298 | (74) | - | 2,224 |
| Financial assets at fair value through profit or loss | - | 46 | - | 46 |
| Others | 129 | 62 | - | 191 |
| $ 77,961 | $ (15,615) | $ 4,657 | $ 67,003 | |
| (Continued) |
- 51 -
| Opening Balance | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
|---|---|---|---|---|
| Deferred tax liabilities | ||||
| Temporary differences | ||||
| Share of profit or loss of subsidiaries | $ 71,051 | $ (4,230) | $ - | $ 66,821 |
| Other intangible assets | 5,983 | (741) | - | 5,242 |
| Defined contribution retirement benefit plan | 583 | 114 | 344 | 1,041 |
| Financial assets at fair value through profit or loss | 312 | (312) | - | - |
| Unrealized gross profit on sales | - | 3 | - | 3 |
| Unrealized exchange profit | - | 6,528 | - | 6,528 |
| $ 77,929 | $ 1,362 | $ 344 | $ 79,635 | |
| (Concluded) |
e. Deductible temporary differences for which no deferred tax assets have been recognized in the consolidated balance sheets
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Deductible temporary differences | ||
| Impairment loss on goodwill | $ 50,011 | $ 50,011 |
| Impairment loss on financial assets | $ 11,028 | $ 11,028 |
f. Income tax assessments
The income tax returns of the Company, Lipers, Scope, AES, Vic-dawn, Tonsam and Koho through 2023 have been assessed by the tax authorities.
28. EARNINGS PER SHARE
Unit: NT$ Per Share
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Basic earnings per share | $ 5.48 | $ 4.52 |
| Diluted earnings per share | $ 5.41 | $ 4.46 |
The earnings and weighted average number of ordinary shares outstanding used in computation of earnings per share were as follows:
Net Profit for the Year
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Earnings used in the computation of basic and diluted earnings per share | $ 1,252,670 | $ 946,798 |
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 | 228,734 | 209,370 |
| Effect of potentially dilutive ordinary shares | ||
| Compensation of employees | 1,255 | 1,326 |
| Share-based payment arrangements | 1,668 | 1,778 |
| Weighted average number of ordinary shares used in the computation of diluted earnings per share | 231,657 | 212,474 |
The Group may settle compensation or bonuses paid to employees in cash or shares, therefore, the Group assumes that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares will be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
29. SHARE-BASED PAYMENT ARRANGEMENTS
Employee Share Option Plan of the Company
On March 23, 2022, the Company's board meeting resolved to issue the first employee restricted stock awards (RSAs), consisting of 4,000 thousand shares with a par value of NT$10, in a total amount of $40,000 thousand at a price of 50% of the closing price on the issuing date. This proposal was approved and became effective by the Financial Supervisory Commission (FSC) dated July 12, 2022. The Company's board meeting resolved to issue the RSAs on July 14, 2022, and the subscription base date was on July 22, 2022. The issue price and the fair value at grant date were $21.93 per share and $21.92 per share, respectively. If an employee remains employed by the Company for two years after that grant date, 40% of the restricted shares will be vested; if an employee remains employed by the Company for three years after that grant date, 30% of the restricted shares will be vested; if an employee remains employed by the Company for four years after that grant date, 30% of the restricted shares will be vested. There were 60 thousand employee restricted shares that had been forfeited due to resignation or had not reached the vesting condition as of the reporting date; 204 thousand restricted shares for employees' special contributions. As of December 31, 2025, there were 1,014 thousand unvested restricted shares for employees.
On May 4, 2023, the Company's board meeting resolved to issue the first employee restricted stock awards (RSAs) for 2023, consisting of 4,000 thousand shares with a par value of NT$10, in a total amount of $40,000 thousand at a price of 50% of the closing price on the issuing date. The aforementioned resolution became effective upon filing with the FSC on October 11, 2023. The actual issuance date was determined by the Chairperson as authorized by the Board of Directors, and has been approved for issuance by the Chairperson on April 23, 2025. The base date for this capital increase through restricted shares for employees was August 15, 2025, with an issue price of NT$30.55 per share, a fair value of NT$30.68 per share on the grant date, and an actual issuance of 3,970 thousand shares. After being granted restricted shares for employees, 40% is vested to employees with two years of service since grant date; 30% is vested to employees with three years of service since grant date; and 30% is vested to employees with four years of service since grant date. As of December 31, 2025, there were 3,970 thousand unvested restricted shares for employees.
Movements in RSAs are as follows:
| Ordinary shares | Capital Surplus - Restricted Stock Units | Capital Surplus - Issue of Shares at Premium | Unappropriated Earnings | Other Equity - Unearned Stock-based Employee Compensation | |
|---|---|---|---|---|---|
| Amounts on July 14, 2022, the grant date of RSAs | $ 40,000 | $ 125,911 | $ - | $ - | $ (82,937) |
| Share-based payments recognized | - | - | - | - | 15,551 |
| Balance on December 31, 2022 | 40,000 | 125,911 | - | - | (67,386) |
| Share-based payments recognized | - | - | - | - | 31,989 |
| Adjustment to the movement of resignation | - | 3,157 | - | - | (1,578) |
| Recognition of non-vesting condition dividends | - | - | - | 794 | - |
| Balance on December 31, 2023 | 40,000 | 129,068 | - | 794 | (36,975) |
| Share-based payments recognized | - | - | - | - | 24,260 |
| Arising from vested new employee restricted shares | - | (51,994) | 51,994 | - | - |
| Adjustment to the movement of resignation | - | 4,438 | - | - | (2,218) |
| Refund of issuance of restricted shares for employees | (600) | (1,984) | - | 525 | 1,291 |
| Recognition of dividends under non-vesting condition | - | - | - | (410) | - |
| Balance on December 31, 2024 | 39,400 | 79,528 | 51,994 | 909 | (13,642) |
| Amounts on August 15, 2025, the grant date of RSAs | 39,700 | 76,144 | - | - | (115,844) |
| Share-based payments recognized | - | - | - | - | 29,204 |
| Arising from vested new employee restricted shares | - | (47,052) | 47,052 | - | - |
| Adjustment to the movement of resignation | - | 286 | - | - | (142) |
| Recognition of dividends under non-vesting condition | - | - | - | 92 | - |
| Balance on December 31, 2025 | $ 79,100 | $ 108,906 | $ 99,046 | $ 1,001 | $ (100,424) |
The restrictions on the rights of the employees who acquire the restricted shares but have not met the vesting conditions are as follows:
a. The RSAs should be held in stock trust. During each vesting period, no employee granted RSAs, except for inheritance, may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of, any shares under the unvested RSAs.
b. The voting rights of the shareholders meeting shall be exercised by trust custodians in accordance with relevant laws and regulations.
c. Before the vesting conditions are fulfilled, the employees holding these shares are entitled to receive cash and share dividends, which are the same as those of holders of ordinary shares of the Company. However, the employees holding these shares are not entitled with the subscription right of the new shares issued for any capital increase.
30. CASH FLOWS INFORMATION
Changes in Liabilities from Financing Activities
For the year ended December 31, 2025
| Opening Balance | Cash Flows | Non-cash Change | Closing Balance | ||
|---|---|---|---|---|---|
| Effects of Foreign Currency | Lease Changes | ||||
| Short-term borrowings | $ 2,310,994 | $ 1,236,998 | $ - | $ - | $ 3,547,992 |
| Guarantee deposits received | 5,379 | 2,571 | 5 | - | 7,955 |
| Lease liabilities (current and non-current) | 23,084 | (19,904) | (248) | 188,756 | 191,688 |
| $ 2,339,457 | $ 1,219,665 | $ (243) | $ 188,756 | $ 3,747,635 |
For the year ended December 31, 2024
| | Opening Balance | Cash Flows | Non-cash Changes
Effects of Foreign Currency | Closing Balance |
| --- | --- | --- | --- | --- |
| Short-term borrowings | $ 1,554,378 | $ 756,287 | $ 329 | $ 2,310,994 |
| Guarantee deposits received | 5,521 | (146) | 4 | 5,379 |
| Lease liabilities (current and non-current) | 31,887 | (9,930) | 1,127 | 23,084 |
| | $ 1,591,786 | $ 746,211 | $ 1,460 | $ 2,339,457 |
31. CAPITAL MANAGEMENT
The Group manages its capital to ensure that the Group will be able to continue as a going concern to fund its working capital needs, repayment of bank loan, and dividend expense over the next 12 months while maximizing the return to shareholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of net debt and equity attributable to owners of the Company.
The Group is not subject to any externally imposed capital requirements.
32. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.
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 | |
|---|---|---|---|---|
| Financial assets mandatorily classified as at FVTPL | ||||
| Forward exchange contracts | $ - | $ 114 | $ - | $ 114 |
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | ||||
| Domestic listed shares | $ 8,004,636 | $ - | $ - | $ 8,004,636 |
| Foreign listed shares | 93,695 | - | - | 93,695 |
| $ 8,098,331 | $ - | $ - | $ 8,098,331 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | ||||
| Domestic listed shares | $ 1,210,000 | $ - | $ - | $ 1,210,000 |
| Foreign listed shares | 65,790 | - | - | 65,790 |
| $ 1,275,790 | $ - | $ - | $ 1,275,790 | |
| Financial liabilities mandatorily classified as at FVTPL | ||||
| Forward exchange contracts | $ - | $ 230 | $ - | $ 230 |
There were no transfers between Levels 1 and 2 in the current and prior periods.
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2024
| Financial Assets | Financial Assets at FVTOCI |
|---|---|
| Equity Instruments | |
| Balance on January 1, 2024 | $ 96,979 |
| Recognized in other comprehensive income (included in unrealized valuation gain/(loss) on financial assets at FVTOCI) | 103,175 |
| Reclassification | (200,154) |
| Balance on December 31, 2024 | $ - |
3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instruments | Valuation Techniques and Inputs |
|---|---|
| Derivatives - foreign exchange forward contracts | Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. |
4) Valuation techniques and inputs applied for Level 3 fair value measurement
| Financial Instruments | Valuation Techniques and Inputs |
|---|---|
| Unlisted shares - domestic | The asset-based approach is used for evaluation based on the total value of individual assets and individual liabilities to show the overall value of the investment target. Significant unobservable inputs are discounted by considering market liquidity. |
c. Categories of financial instruments
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets | ||
| FVTPL | ||
| Mandatorily classified as at FVTPL | $ 114 | $ - |
| Financial assets at amortized cost | ||
| Cash and cash equivalents | 1,568,455 | 888,588 |
| Notes receivable, net | 136,239 | 133,333 |
| Trade receivables from unrelated parties, net | 5,323,242 | 4,263,950 |
| Trade receivables from related parties | 3,189 | 1,953 |
| Other receivables from unrelated parties | 2,679 | 2,043 |
| Refundable deposits | 9,417 | 4,028 |
| Financial assets at amortized cost (included in current and non-current) | 224,378 | 306,037 |
| Financial assets at FVTOCI (included in current and non-current) | ||
| Equity instruments | 8,098,331 | 1,275,790 |
| Financial liabilities | ||
| FVTPL | ||
| Held for trading | - | 230 |
| Financial liabilities at amortized cost | ||
| Short-term borrowings | 3,547,992 | 2,310,994 |
| Notes payable | 218 | 179 |
| Trade payables to unrelated parties | 1,711,572 | 1,287,387 |
| Trade payables to related parties | 631 | 717 |
| Other payables to unrelated parties | 93,385 | 85,328 |
| Guarantee deposits received | 7,955 | 5,379 |
d. Financial risk management objectives and policies
The Group’s major financial instruments include equity and debt investments, trade receivables, trade payables, short term borrowings and lease liabilities. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, and monitors and manages the financial risks relating to the operations of the Group through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the shareholders’ meeting, which provided written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
1) Market risk
The Group’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). The Group entered into a variety of foreign exchange forward contracts to manage the Group’s activities exposure to foreign currency risk.
- 57 -
a) Foreign currency risk
The Group have foreign currency denominated sales and purchases, which expose the Group to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing foreign exchange forward contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the year are set out in Note 36.
Sensitivity analysis
The Group was mainly exposed to USD.
The following table details the Group’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 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 positive number below indicates an increase in pre-tax profit 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 negative.
| USD Impact | ||
|---|---|---|
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Profit or loss | $ 31,257 | $ 39,323 |
b) Interest rate risk
Interest rate risk refers to the risk that the change in market value will influence the fair value of financial instruments. The Group’s interest rate risk arises primarily from investment at fixed interest rates and borrowings at floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value interest rate risk | ||
| Financial assets | $ 1,218,983 | $ 722,645 |
| Financial liabilities | 2,514,160 | 1,790,271 |
| Cash flow interest rate risk | ||
| Financial assets | 572,283 | 470,915 |
| Financial liabilities | 1,225,520 | 543,807 |
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Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of 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.
If interest rates had been 50 basis points higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2025 and 2024 would have decreased by $3,266 thousand and $364 thousand, respectively.
c) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities.
Sensitivity analysis
The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 1% higher, the post-tax other comprehensive income for the years ended December 31, 2025 and 2024 would have increased by $80,983 thousand and $12,758 thousand, respectively.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of the year, the Group’s maximum exposure to credit risk due to failure of counterparties to discharge an obligation could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.
In order to minimize credit risk, the management of the Group 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 Group reviews the recoverable amount of each individual trade debt at the end of the year to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
The Group transacted with a large number of customers from various industries and geographical locations. The Group continuously assesses the financial positions of customers.
The receivables from Group A amounted to $536,351 thousand and $369,264 thousand, Group B amounted to $479,634 thousand and $587,377 thousand as of December 31, 2025 and 2024, respectively. The Group transacts with a large number of unrelated customers and thus, credit risk is not highly concentrated.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’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.
a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included 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 repayment dates.
To the extent that interest flows are at floating rate, the undiscounted amount was derived from the interest rate curve at the end of the year.
The non-interest-bearing financial liabilities of the Group's current liabilities are due within one year and not required to be paid off on demand. Guarantee deposits received in non-current financial liabilities are mainly deposited by lessee as credit guarantees and have no specific maturity date.
December 31, 2025
| On Demand or Less than 1 Month | 1-6 Months | 7 Months to 1 Year | 1-5 Years | 5+ Years | |
|---|---|---|---|---|---|
| Lease liabilities | $ 2,767 | $ 13,836 | $ 12,822 | $ 89,799 | $ 93,805 |
| Variable interest rate liabilities | 36,044 | 1,206,071 | - | - | - |
| Fixed interest rate liabilities | 528,028 | 1,820,418 | - | - | - |
| $ 566,839 | $ 3,040,325 | $ 12,822 | $ 89,799 | $ 93,805 |
December 31, 2024
| On Demand or Less than 1 Month | 1-6 Months | 7 Months to 1 Year | 1-5 Years | 5+ Years | |
|---|---|---|---|---|---|
| Lease liabilities | $ 545 | $ 2,725 | $ 2,824 | $ 18,346 | $ - |
| Variable interest rate liabilities | 144,555 | 404,672 | - | - | - |
| Fixed interest rate liabilities | 226,164 | 1,567,654 | - | - | - |
| $ 371,264 | $ 1,975,051 | $ 2,824 | $ 18,346 | $ - |
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the year.
b) Liquidity and interest rate risk tables for derivative financial liabilities
For liquidity analysis of derivative financial instruments, the derivative instruments are based on total undiscounted cash inflows and outflows with gross settlement.
December 31, 2025
| On Demand or Less than 1 Month | 1-6 Months | 7 Months to 1 Year | 1-5 Years | 5+ Years | |
|---|---|---|---|---|---|
| Gross settled | |||||
| Foreign exchange forward contracts | |||||
| Inflows | $ 31,610 | $ 31,566 | $ - | $ - | $ - |
| Outflows | (31,510) | (31,552) | - | - | - |
| $ 100 | $ 14 | $ - | $ - | $ - | |
| December 31, 2024 | |||||
| On Demand or Less than 1 Month | 1-6 Months | 7 Months to 1 Year | 1-5 Years | 5+ Years | |
| Gross settled | |||||
| Foreign exchange forward contracts | |||||
| Inflows | $ 32,579 | $ - | $ - | $ - | $ - |
| Outflows | (32,809) | - | - | - | - |
| $ (230) | $ - | $ - | $ - | $ - |
33. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed as follows:
a. Related party name and category
| Related Party Name | Related Party Category |
|---|---|
| Concord Advanced | Associate (Note) |
Note: On March 13, 2024, the board of directors resolved to enter into a contract for the purchase and sale of shares with unrelated parties, and acquired 12,834,314 shares of Concord Advanced Technology Co., Ltd. at a price of $22 per share. After the acquisition, the Group's ownership in Concord Advanced increased to 20.56%, representing significant influence; therefore, the profit and loss had been disclosed from April 1, 2024.
b. Revenue from sale of goods
| Related Party Category | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Associate | $ 18,037 | $ 3,329 |
Sales of goods from related parties were made at arm's length.
c. Purchases of goods
| Related Party Category | For the Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Associate | $ 5,624 | $ 1,531 |
Purchases of goods from related parties were made at arm's length.
d. Receivables from related parties
| Line Item | Related Party Category | December 31 | |
|---|---|---|---|
| 2025 | 2024 | ||
| Trade receivables | Associate | $ 3,189 | $ 1,953 |
The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2025 and 2024, no impairment losses were recognized for trade receivables from related parties.
e. Payables to related parties
| Line Item | Related Party Category | December 31 | |
|---|---|---|---|
| 2025 | 2024 | ||
| Trade payables | Associate | $ 631 | $ 717 |
The outstanding trade payables to related parties are unsecured.
f. Remuneration of key management personnel
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 136,838 | $ 109,917 |
| Post-employment benefits | 1,492 | 1,687 |
| Share-based payments | 8,285 | 18,874 |
| $ 146,615 | $ 130,478 |
The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.
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34. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided to suppliers, lessors, and others as collateral for purchase payments and lease deposits, respectively. The carrying amounts were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets at amortized cost - non-current | $ 194,378 | $ 179,684 |
| Property, plant and equipment | 72,656 | 72,882 |
| Investment properties | 58,055 | 15,797 |
| $ 325,089 | $ 268,363 |
35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Group were as follows:
Significant Unrecognized Commitments
a. As of December 31, 2025, unused letters of credit for purchases of inventories amounted to $416 thousand U.S. dollars in total.
b. As of December 31, 2025, the amount of Taishin International Bank guaranteed letter provided as collateral for payment of purchases was $100,000 thousand.
36. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND LIABILITIES
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
December 31, 2025
| Foreign Currency | Exchange Rate | Carrying Amount | |
|---|---|---|---|
| Financial assets | |||
| Monetary items | |||
| USD | $ 185,336 | 31.4300 (USD:NTD) | $ 5,825,121 |
| USD | 8 | 7.0288 (USD:RMB) | 259 |
| USD | 223 | 7.7836 (USD:HKD) | 7,015 |
| Financial liabilities | |||
| Monetary items | |||
| USD | 162,211 | 31.4300 (USD:NTD) | 5,098,281 |
| USD | 3,431 | 7.0288 (USD:RMB) | 108,435 |
| USD | 36 | 7.7836 (USD:HKD) | 1,126 |
December 31, 2024
| Foreign Currency | Exchange Rate | Carrying Amount | |
|---|---|---|---|
| Financial assets | |||
| Monetary items | |||
| USD | $ 134,487 | 32.785 (USD:NTD) | $ 4,409,164 |
| USD | 8 | 7.1884 (USD:RMB) | 264 |
| USD | 242 | 7.7653 (USD:HKD) | 7,948 |
| Financial liabilities | |||
| Monetary items | |||
| USD | 107,619 | 32.785 (USD:NTD) | 3,528,294 |
| USD | 3,124 | 7.1884 (USD:RMB) | 100,551 |
| USD | 7 | 7.7653 (USD:HKD) | 246 |
For the years ended December 31, 2025 and 2024, realized and unrealized net foreign exchange (loss) gains were $(34,567) thousand and $103,186 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.
37. SEPARATELY DISCLOSED ITEMS
a. Information on significant transactions:
1) Financing provided to others: Table 1 (attached)
2) Endorsements/guarantees provided: Table 2 (attached)
3) Significant marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 3 (attached)
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 (attached)
5) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 5 (attached)
6) Intercompany relationships and significant intercompany transactions: Table 6 (attached)
b. Information on investees: Table 7 (attached)
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 period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 8 (attached)
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses:
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year: Table 6 (attached)
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.: Table 6 (attached)
c) The amount of property transactions and the amount of the resultant gains or losses: None
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes: None
e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to financing of funds: Table 1 (attached)
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services: None
38. SEGMENT INFORMATION
The Group’s reportable segments (including discontinued segments) under IFRS 8 “Operating Segments” were as follows:
- Taiwan
- Others
a. Segment revenue and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
| Segment Revenue | Segment Income | |||
|---|---|---|---|---|
| For the Year Ended December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Taiwan area | ||||
| From external customers | $ 15,002,944 | $ 11,430,295 | ||
| From other segments | 2,545,920 | 1,749,008 | ||
| 17,548,864 | 13,179,303 | $ 1,505,031 | $ 1,029,717 | |
| Others | ||||
| From external customers | 724,901 | 710,801 | ||
| From other segments | 134,271 | 121,922 | ||
| 859,172 | 832,723 | 65,930 | 65,154 | |
| Eliminating the transactions among segments | (2,680,191) | (1,870,930) | 16,578 | 20,150 |
| $ 15,727,845 | $ 12,141,096 | 1,587,539 | 1,115,021 | |
| (Continued) |
| Segment Revenue | ||||
|---|---|---|---|---|
| For the Year Ended December 31 | Segment Income December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Interest revenue | $ 22,247 | $ 37,942 | ||
| Other income | 94,446 | 21,939 | ||
| Other gains and losses | (36,065) | 99,133 | ||
| Finance costs | (126,578) | (94,233) | ||
| Share of profit of associates | 47,254 | 38,396 | ||
| Income before income tax | $ 1,588,843 | $ 1,218,198 | ||
| (Concluded) |
Revenues reported above were from transactions with external customers. The intersegment sales for the years ended December 31, 2025 and 2024 have been eliminated completely in preparing the consolidated financial statements.
Segment profit represents the profit before tax earned by each segment without other income, other gains and losses, finance costs, share of profit of associates and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
b. Total segment assets and liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Segment assets | ||
| Assets in Taiwan | $ 19,340,610 | $ 10,141,848 |
| Assets in other area | 833,861 | 739,922 |
| Consolidated total assets | $ 20,174,471 | $ 10,881,770 |
| Segment liabilities | ||
| Liabilities in Taiwan | $ 6,186,735 | $ 4,151,191 |
| Liabilities in other area | 117,220 | 76,037 |
| Consolidated total liabilities | $ 6,303,955 | $ 4,227,228 |
For the purpose of monitoring segment performance and allocating resources between segments:
1) All assets were allocated to reportable segments other than interests in associates accounted for using the equity method, other financial assets, and current and deferred tax assets. Goodwill was allocated to the reportable segments; and
2) All liabilities were allocated to reportable segments other than borrowings, other financial liabilities, current and deferred tax liabilities.
c. Other segment information
| Depreciation and Amortization | Increase (Decrease) in Non-current Assets | |||
|---|---|---|---|---|
| For the Year Ended December 31 | For the Year Ended December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Taiwan | $ 25,014 | $ 14,002 | $ 186,955 | $ (10,633) |
| Others | 14,160 | 14,707 | (4,910) | (10,985) |
| $ 39,174 | $ 28,709 | $ 182,045 | $ (21,618) |
d. Revenue from major products and services
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Capacitor-line | $ 12,979,243 | $ 9,718,150 |
| Others | 2,748,602 | 2,422,946 |
| $ 15,727,845 | $ 12,141,096 |
e. Geographical information
The Group operates in mainly Taiwan and other two areas.
The Group's revenue from continuing operations from external customers by location of operations and information on its non-current assets by location of assets are detailed below.
| Revenue from External Customers | Non-current Assets | |||
|---|---|---|---|---|
| For the Year Ended December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Taiwan | $ 15,002,944 | $ 11,430,295 | $ 1,052,147 | $ 865,192 |
| Others | 724,901 | 710,801 | 60,512 | 65,422 |
| $ 15,727,845 | $ 12,141,096 | $ 1,112,659 | $ 930,614 |
Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.
f. Information on major customers
Included in revenue arising from sales of goods of $15,727,845 thousand and $12,141,096 thousand in 2025 and 2024, respectively, is revenue of approximately $1,971,978 thousand and $675,217 thousand which arose from sales to the Group's client A and $1,224,812 thousand and $1,283,197 thousand which arose from sales to the Group's client B. No other single customers contributed 10% or more to the Group's revenue for both 2025 and 2024.
TABLE I
NICHIDENBO CORPORATION AND SUBSIDIARIES
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 Year | Ending Balance | Actual Amount Borrowed | Interest Rate (%) | Nature of Financing (Note 5) | Business Transaction Amounts | Reasons for Short-term Financing | Allowance for Impairment Loss | Collateral | Financing Limit for Each Borrower | Aggregate Financing Limits | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Nichidenbo Corporation | Scope | Other receivables from related parties | Yes | $ 300,000 | $ - | $ - | - | b | $ - | Operational needs | $ - | - | $ - | $ 4,144,498 (Note 1) | $ 5,525,997 (Note 1) |
| Lipers | Other receivables from related parties | Yes | 300,000 | - | - | - | b | - | Operational needs | - | - | - | 4,144,498 (Note 1) | 5,525,997 (Note 1) | ||
| Koho | Other receivables from related parties | Yes | 80,000 | - | - | - | b | - | Operational needs | - | - | - | 4,144,498 (Note 1) | 5,525,997 (Note 1) | ||
| 1 | NDB (Shenzhen) | NDB (Suzhou) | Other receivables from related parties | Yes | 81,820 (RMB 20,000 thousand) | 44,960 (RMB 10,000 thousand) | 44,960 (RMB 10,000 thousand) | 3.000 | b | - | Operational needs | - | - | - | 317,145 (Notes 2 and 6) | 317,145 (Notes 2 and 6) |
| Lipers Electronic (SZ) | Other receivables from related parties | Yes | 22,190 (RMB 5,000 thousand) | (Note 6) | (Note 6) | - | b | - | Operational needs | - | - | - | 317,145 (Notes 2 and 6) | 317,145 (Notes 2 and 6) | ||
| 2 | Vic-Dawn | Lipers | Other receivables from related parties | Yes | 70,000 | 70,000 | 70,000 | 2.022 | b | - | Operational needs | - | - | - | 107,049 (Note 3) | 142,732 (Note 3) |
| 3 | AES | Lipers | Other receivables from related parties | Yes | 80,000 | 80,000 | 80,000 | 1.980 | b | - | Operational needs | - | - | - | 192,063 (Note 4) | 256,085 (Note 4) |
Note 1: Aggregate financing limits should not exceed 40% of Nichidenbo Corporation's net worth. The limit of short-term financing for each counterparty should not exceed 30% of Nichidenbo Corporation's net worth as shown in the audited financial statements for the year ended 2025. For the borrower needing short-term financing with direct or indirect holding of 100% voting right on corporation not established in the ROC, financing limits should not exceed 100% of Nichidenbo Corporation's net worth.
Note 2: Aggregate financing limits should not exceed 100% of NDB (Shenzhen)'s net worth in the audited financial statements for the year ended 2025.
Note 3: The total lending limit is capped at 40% of Vic-Dawn's net worth as stated in its 2025 annual financial statements. For loans made for necessary short-term financing purposes, the individual lending limit is 30% of the same.
Note 4: The total lending limit is capped at 40% of AES's net worth as stated in its 2025 annual financial statements. For loans made for necessary short-term financing purposes, the individual lending limit is 30% of the same.
Note 5: Nature of loan is explained as follows:
a. Business relationship.
b. Necessity of short-term financing.
Note 6: Calculated by the exchange rate as of December 31, 2025, RMB1=N$4.496.
Note 7: All intra-group transactions have been eliminated upon consolidation of the financial statements.
TABLE 2
NICHIDENBO CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Endorser/Guarantor | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 2) | Maximum Amount Endorsed/ Guaranteed During the Year | Outstanding Endorsement/ Guarantee at the End of the Year | Actual Amount Borrowed | Amount Endorsed/ Guaranteed by Collateral | Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) (Note 3) | Aggregate Endorsement/ Guarantee Limit (Note 2) | Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries | Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent | Endorsement/ Guarantee Given on Behalf of Companies in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 1) | ||||||||||||
| 0 | Nichidenbo Corporation | Koho | b | $ 20,722,491 | $ 130,000 | $ 130,000 | $ 130,000 | $ - | 0.94 | $ 41,444,982 | Y | N | N |
Note 1: Relationship between the endorser/guarantor and the endorsee/guarantee is classified as follows:
a. Having a business relationship.
b. The endorser/guarantor directly or indirectly owns more than 50% of the ordinary shares of the endorsee/guarantee.
c. The endorsee/guarantee directly or indirectly owns more than 50% of the ordinary shares of the endorser/guarantor.
d. Company in which the public company directly or indirectly holds 90% or more of the voting shares may make endorsements/guarantees for each other.
e. Due to joint venture, all shareholders provide endorsements/guarantees to the endorsee/guarantee in proportion to its ownership.
f. Where a public company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or joint builders for the purposes of undertaking a construction project.
g. Where companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
Note 2: The aggregate limits on endorsements/guarantees given by Nichidenbo Corporation should not exceed 300% of the Company's net equity as shown in the audited financial statements for the year ended 2025; the individual limit on endorsement/guarantee given by Nichidenbo Corporation should not exceed 150% of the Company's net equity as shown in the audited financial statements for the year ended 2025.
Note 3: The ratio of the outstanding endorsement/Guarantee to the net value of the Company providing guarantees or endorsements.
TABLE 3
NICHIDENBO CORPORATION AND SUBSIDIARIES
SIGNIFICANT MARKETABLE SECURITIES HELD
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2025 | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Amount | Percentage of Ownership | Fair Value | |||||
| Nichidenbo Corporation | Shares | |||||||
| WT Microelectronics Co., Ltd. | - | Financial assets at fair value through other comprehensive income - non-current | 58,428,000 | $ 8,004,636 | 4.18 | $ 8,004,636 | ||
| Lipers Enterprise Co., Ltd. | Shares | |||||||
| Nippon Chemi-Con Corporation | - | Financial assets at fair value through other comprehensive income - current | 321,800 | 93,695 | 1.40 | 93,695 |
Note 1: This table presents the marketable securities that Nichidenbo Corporation has determined that should be disclosed based on the principle of materiality.
Note 2: Refer to Tables 7 and 8 for information relating to investments in subsidiaries.
TABLE 4
NICHIDENBO CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NTS100 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 | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) | Note Amount | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | % of Total | Payment Term | Unit Price | Payment Term | Ending Balance | % of Total | ||||
| Lipers | Scope | Sister company | Sales | $ (199,749) | (5.75) | Net 90 days from the end of the month | $ - | - | $ 48,595 | 4.29 | |
| Scope | Lipers | Sister company | Purchases | 199,749 | 3.43 | Net 90 days from the end of the month | - | - | (48,595) | (7.63) | |
| Lipers | AES | Sister company | Sales | (196,560) | (5.66) | Net 90 days from the end of the month | - | - | 45,870 | 4.05 | |
| AES | Lipers | Sister company | Purchases | 196,560 | 9.43 | Net 90 days from the end of the month | - | - | (45,870) | (10.59) | |
| Scope | Lipers | Sister company | Sales | (328,178) | (4.95) | Net 90 days from the end of the month | - | - | 97,060 | 3.95 | |
| Lipers | Scope | Sister company | Purchases | 328,178 | 9.26 | Net 90 days from the end of the month | - | - | (97,060) | (16.09) | |
| Scope | AES | Sister company | Sales | (447,902) | (6.76) | Net 90 days from the end of the month | - | - | 162,985 | 6.64 | |
| AES | Scope | Sister company | Purchases | 447,902 | 21.49 | Net 90 days from the end of the month | - | - | (162,985) | (37.62) | |
| AES | Nichidenbo Corporation | Parent company and subsidiary | Sales | (196,819) | (8.26) | Net 90 days from the end of the month | - | - | 69,015 | 8.86 | |
| Nichidenbo Corporation | AES | Parent company and subsidiary | Purchases | 196,819 | 8.78 | Net 90 days from the end of the month | - | - | (69,035) | (17.60) | |
| AES | Lipers | Sister company | Sales | (329,620) | (13.83) | Net 90 days from the end of the month | - | - | 67,481 | 8.67 | |
| Lipers | AES | Sister company | Purchases | 329,620 | 9.30 | Net 90 days from the end of the month | - | - | (67,478) | (11.19) | |
| AES | Scope | Sister company | Sales | (300,386) | (12.60) | Net 90 days from the end of the month | - | - | 87,130 | 11.19 | |
| Scope | AES | Sister company | Purchases | 300,386 | 5.15 | Net 90 days from the end of the month | - | - | (87,130) | (13.68) |
Note: All intra-group transactions have been eliminated upon consolidation of the financial statements.
TABLE 5
NICHIDENBO CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Amount Received in Subsequent Period | Allowance for Impairment Loss | |
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| Scope | AES | Sister company | $ 163,034 | |||||
| (Note 1) | 4.12 | $ - | - | $ 36,863 | $ - | |||
| AES | Lipers | Sister company | 147,679 | |||||
| (Note 2) | 5.06 | - | - | 86,858 | - |
Note 1: Including trade receivables in the amount of $162,985 thousand and other receivables in the amount of $49 thousand; other receivables were not applicable for calculating turnover rate.
Note 2: Including trade receivables in the amount of $67,481 thousand and other receivables in the amount of $80,198 thousand (mainly $80,000 thousand of financing provided to others); other receivables were not applicable for calculating turnover rate.
Note 3: All intra-group transactions have been eliminated upon consolidation of the financial statements.
- 71 -
TABLE 6
NICHIDENBO CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| No. (Note 1) | Investee Company | Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount (Note 4) | Payment Terms | % of Total Sales or Assets (Note 3) | ||||
| 0 | Nichidenbo Corporation | Lipers | a | Trade receivables from related parties | $ 16,626 | At arm's length | - |
| Lipers | a | Operating revenue | 75,307 | Internal transfer pricing | - | ||
| Scope | a | Trade receivables from related parties | 14,971 | At arm's length | - | ||
| Scope | a | Operating revenue | 62,612 | Internal transfer pricing | - | ||
| Vic-Dawn | a | Operating revenue | 16,536 | Internal transfer pricing | - | ||
| Koho | a | Operating revenue | 19,714 | Internal transfer pricing | - | ||
| Lipers Electronic (SZ) | a | Operating revenue | 31,656 | Internal transfer pricing | - | ||
| 1 | Lipers | Nichidenbo Corporation | b | Operating revenue | 20,748 | Internal transfer pricing | - |
| Scope | c | Trade receivables from related parties | 48,595 | At arm's length | - | ||
| Scope | c | Operating revenue | 199,749 | Internal transfer pricing | 1 | ||
| AES | c | Trade receivables from related parties | 45,870 | At arm's length | - | ||
| AES | c | Operating revenue | 196,560 | Internal transfer pricing | 1 | ||
| Lipers Electronic (SZ) | c | Trade receivables from related parties | 18,890 | At arm's length | - | ||
| Lipers Electronic (SZ) | c | Operating revenue | 59,504 | Internal transfer pricing | - | ||
| 2 | Scope | Nichidenbo Corporation | b | Trade receivables from related parties | 15,329 | At arm's length | - |
| Nichidenbo Corporation | b | Operating revenue | 32,070 | Internal transfer pricing | - | ||
| Lipers | c | Trade receivables from related parties | 97,060 | At arm's length | - | ||
| Lipers | c | Operating revenue | 328,178 | Internal transfer pricing | 2 | ||
| AES | c | Trade receivables from related parties | 162,985 | At arm's length | 1 | ||
| AES | c | Operating revenue | 447,902 | Internal transfer pricing | 3 | ||
| 3 | AES | Nichidenbo Corporation | b | Trade receivables from related parties | 69,015 | At arm's length | - |
| Nichidenbo Corporation | b | Operating revenue | 196,819 | Internal transfer pricing | 1 | ||
| Lipers | c | Trade receivables from related parties | 67,481 | At arm's length | - | ||
| Lipers | c | Operating revenue | 329,620 | Internal transfer pricing | 2 | ||
| Lipers | c | Other receivables from related parties | 80,198 | - | - | ||
| Scope | c | Trade receivables from related parties | 87,130 | At arm's length | - | ||
| Scope | c | Operating revenue | 300,386 | Internal transfer pricing | 2 | ||
| Lipers Electronic (SZ) | c | Operating revenue | 14,495 | Internal transfer pricing | - | ||
| NDB (Suzhou) | c | Trade receivables from related parties | 35,766 | At arm's length | - | ||
| NDB (Suzhou) | c | Operating revenue | 68,353 | Internal transfer pricing | - |
(Continued)
| No.
(Note 1) | Investee Company | Counterparty | Relationship
(Note 2) | Transaction Details | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Financial Statement Accounts | Amount
(Note 4) | Payment Terms | % of Total
Sales or Assets
(Note 3) |
| 4 | Vic-Dawn | Lipers
Lipers | c
c | Operating revenue
Other receivables from related parties | $ 18,777
70,237 | Internal transfer pricing
- | -
- |
| 5 | Tonsam | NDB (Suzhou) | c | Operating revenue | 12,852 | Internal transfer pricing | - |
| 6 | Koho | Nichidenbo Corporation | b | Operating revenue | 11,741 | Internal transfer pricing | - |
| 7 | NDB (Shenzhen) | Lipers Electronic (SZ)
NDB (Suzhou)
NDB (Suzhou) | c
c
c | Operating revenue
Operating revenue
Other receivables from related parties | 37,102
12,529
44,997 | Internal transfer pricing
Internal transfer pricing
- | -
-
- |
| 8 | NDB (Suzhou) | NDB (Shenzhen)
NDB (Shenzhen) | c
c | Trade receivables from related parties
Operating revenue | 18,698
47,865 | At arm’s length
Internal transfer pricing | -
- |
Note 1: Transactions between the Company and its subsidiaries should be remarked, as well as numbered in the first column. Rules are as follows:
a. Nichidenbo Corporation - 0.
b. Subsidiaries are numbered in Arabic figures.
Note 2: Related party transactions are divided into three categories as follows:
a. Nichidenbo Corporation to its subsidiaries.
b. Subsidiaries to Nichidenbo Corporation.
c. Subsidiaries to subsidiaries.
Note 3: When calculating the ratio of the amount of transactions to consolidated total assets, use the balance amount as the amount of transactions when they are regarded as assets or liabilities; use the accumulated amount as the amount of transactions when they are regarded as profits or losses.
Note 4: It is considered as the disclosure criterion when the amount of the intercompany relationships and significant intercompany transactions reaches $10,000 thousand.
Note 5: All intra-group transactions have been eliminated upon consolidation of the financial statements.
(Concluded)
TABLE 7
NICHIDENBO CORPORATION AND SUBSIDIARIES
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 Business and Product | Original Investment Amount | As of December 31, 2025 | Net Income (Loss) of the Investee | Share of Profit (Loss) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Number of Shares | % | Carrying Value | |||||||
| Nichidenbo Corporation | Vic-Dawn | Xindian District, New Taipei City | Sales and marketing of electronic components | $ 187,646 | $ 187,646 | 14,296,603 | 95.31 | $ 340,044 | $ 107,723 | $ 102,646 (Note 1) | Subsidiary (Note 5) |
| NDB (Mauritius) | Mauritius | Investment activities | 154,382 | 154,382 | 5,050,000 | 100.00 | 496,528 | 28,831 | 28,831 | Subsidiary (Note 5) | |
| Lipers | Xindian District, New Taipei City | Sales and marketing of electronic components | 729,615 | 729,615 | 31,788,710 | 99.34 | 751,110 | 163,498 | 161,100 (Note 2) | Subsidiary (Note 5) | |
| Scope | Xindian District, New Taipei City | Sales and marketing of electronic components | 814,502 | 814,502 | 53,016,276 | 100.00 | 1,336,456 | 383,941 | 383,658 (Note 1) | Subsidiary (Note 5) | |
| AES | Xindian District, New Taipei City | Sales and marketing of electronic components | 383,887 | 383,887 | 37,224,808 | 100.00 | 636,117 | 159,610 | 156,207 (Note 1) | Subsidiary (Note 5) | |
| Tonsam | Xindian District, New Taipei City | Sales and marketing of electronic components | 358,430 | 358,430 | 15,000,000 | 100.00 | 292,744 | 20,085 | 20,061 (Note 2) | Subsidiary (Note 5) | |
| Lipers (HK) | Hong Kong | Sales and marketing of electronic components | 140,373 | 140,373 | 11,000,000 | 100.00 | 135,872 | 20,470 | 20,470 | Subsidiary (Note 5) | |
| Koho | Xindian District, New Taipei City | Sales and marketing of electronic components | 81,600 | 81,600 | 5,100,000 | 85.00 | 203,775 | 113,124 | 93,489 (Note 2) | Subsidiary (Note 5) | |
| Concord Advanced (Note 4) | Zhonghe District, New Taipei City | Sales and marketing of electronic components | 302,355 | 302,355 | 21,932,212 | 20.56 | 487,650 | 231,654 | 47,254 (Note 3) | Associate |
Note 1: The difference between an investee's net income in the Corporation's share and share of profits was a unrealized gross margin from upstream transactions.
Note 2: The difference between an investee's net income in the Corporation's share and share of profits was a amortization of excess of fair value over carrying amount of investee's assets and unrealized gross margin from upstream transactions.
Note 3: The difference between an investee's net income in the Corporation's share and share of profits was a amortization of excess of fair value over carrying value of investee's assets.
Note 4: Refer to Table 8 for information relating to investments in mainland China.
Note 5: All intra-group transactions have been eliminated upon consolidation of the financial statements.
TABLE 8
NICHIDENBO CORPORATION AND SUBSIDIARIES
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 (Note 4) | 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) (Note 1) | Carrying Amount as of December 31, 2025 (Note 1) | Accumulated Repatriation of Investment Income as of December 31, 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| NDB (Shenzhen) | Sales and marketing of electronic components | $ 90,499 (US$ 2,744 thousand) and (HK$ 2,000 thousand) | Invested by NDB (Mauritius) | $ 90,499 | $ - | $ - | $ 90,499 | $ 25,612 | 100 | $ 25,612 | $ 317,146 | $ 154,755 |
| NDB (Suzhou) (Note 3) | Sales and marketing of electronic components | 101,712 (US$ 3,396 thousand) | Invested by NDB (Mauritius) | 59,900 | - | - | 59,900 | 3,342 | 100 | 3,342 | 177,030 | 4,475 |
| Lipers Electronic (SZ) | Sales and marketing of electronic components | 29,385 (US$ 1,000 thousand) | Invested by Lipers (HK) | 61,911 | - | - | 61,911 | 21,645 | 100 | 21,645 | 122,881 | 76,187 |
| 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 | ||||||||||
| --- | --- | --- | ||||||||||
| $212,310 (HK$2,000 thousand US$4,744 thousand and NT$61,913 thousand) | $254,122 (HK$2,000 thousand US$6,140 thousand and NT$61,911 thousand) | $8,322,309 (Note 2) |
Note 1: The investment gain (loss) and carrying amount as of December 31, 2025 are recognized based on the audited financial statements.
Note 2: The upper limit on investment in mainland China is determined by sixty percent (60%) of the Company's consolidated net worth.
Note 3: The $59,900 thousand (US$2,000 thousand) among paid-in capital of NDB (Suzhou) was shift in invested through third area to mainland China from Taiwan output, remaining of paid-in capital was indirectly invested by retained earnings of NDB (Mauritius), which was received from Nichidenbo Shanghai Trading Co., Ltd.
Note 4: Total amount of paid-in capital was translated into NTD at historical rate.
Note 5: All intra-group transactions have been eliminated upon consolidation of the financial statements.