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NPC — Audit Report / Information 2025
May 12, 2026
52798_rns_2026-05-12_d66698b5-d5f2-4d47-9725-404e6347a198.pdf
Audit Report / Information
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9937
NATIONAL PETROLEUM CO., LTD
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORT
For the Years Ended
December 31, 2025 and 2024
Company Address: 4 F., No. 140, Sec. 6, Roosevelt Rd., Wenshan Dist., Taipei City
Tel.: (02) 2935-6500
The reader is advised that these consolidated financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
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Consolidated Financial Statements
Table of Contents
| Item | Page |
|---|---|
| I. Cover | 1 |
| II. Table of Contents | 2 |
| III. Representation letter | 3 |
| IV. Independent Auditors’ Report | 4-9 |
| V. Consolidated Balance Sheets | 10-11 |
| VI. Consolidated Statements of Comprehensive Income | 12 |
| VII. Consolidated Statements of Changes in Equity | 13 |
| VIII. Consolidated Statements of Cash Flows | 14 |
| IX. Notes to Consolidated Financial Statements | |
| (I) History and Organization | 15 |
| (II) Date and Procedures of Authorization of Financial Statements for Issue | 15 |
| (III) Newly Issued or Revised Standards and Interpretations | 15-20 |
| (IV) Summary of Material Accounting Policies | 20-41 |
| (V) Significant Accounting Judgements, Estimates and Assumptions | 41-43 |
| (VI) Contents of Significant Accounts | 44-72 |
| (VII) Related Party Transactions | 72-76 |
| (VIII) Pledged Assets | 76 |
| (IX) Significant Commitments and Contingent Liabilities | 76 |
| (X) Significant Disaster Losses | 77 |
| (XI) Significant Subsequent Events | 77 |
| (XII) Others | 77-86 |
| (XIII) Other Disclosure | |
| 1. Significant Transaction Information | 86, 88-90 |
| 2. Investee Information | 87, 91 |
| 3. Investment in Mainland China | 87 |
| (XIV) Operating Segment Information | 87 |
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3
Representation letter
The entities that are required to be included in the combined financial statements of National Petroleum Co., Ltd. as of and for the year ended December 31, 2025 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No.10. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, National Petroleum Co., Ltd. and its Subsidiaries do not prepare a separate set of combined financial statements.
Hereby declare
Company name: National Petroleum Co., Ltd.
Chairman: Wang Jui-Yu
Date: March 11, 2026
Independent Auditors' Report
To the Board of Directors and Shareholders of
National Petroleum Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of National Petroleum Co., Ltd. (the "Company") and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by 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 Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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5
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
The Company and its subsidiaries recognized revenue from contracts with customers of NT$22,542,896 thousand during 2025. Since gas stations are located all over Taiwan, the nature of revenue from contracts with customers is that the amount of individual transaction is not significant while the number of transactions is large. The Company highly relies on the information systems to summarize records of revenue. Therefore, revenue recognition is determined as a key audit matter.
The audit procedures we conducted regarding National Petroleum Co., Ltd. and its subsidiaries' revenue recognition from contracts with customers included, but were not limited to, the following: evaluating the appropriateness of the revenue recognition policies; understanding the transaction process and performing tests of control on the effectiveness of control points, including testing the relevant information system; inspecting the terms of transaction to confirm obligation of customers contract and the appropriate timing of revenue recognition; analyzing the gross profit margin by site and by product category; and performing cut-off tests at selected sites and inspect relevant forms to confirm that operating revenue has been properly recorded in the correct periods.
We also considered the appropriateness of the disclosures of revenue included in Note 4 and Note VI.15 of the notes to the parent company only financial statements.
Contract liabilities - customer loyalty program
The Company and its subsidiaries use statistical techniques to estimate the stand-alone selling price of reward points under the customer loyalty program to determine the amount of contract
liabilities. Due to the significant estimation uncertainty, contract liabilities are determined as a key audit matter.
The audit procedures we conducted regarding the Contract liabilities - customer loyalty program included but not limited to the following: evaluating the appropriateness of the accounting policies regarding contract liabilities - customer loyalty program; understanding the transaction process and performing tests of control on the effectiveness of control points; evaluating the parameters used by the management in the estimation of the customer loyalty program and confirming the reasonableness of the stand-alone selling price of reward points; performing testing for point additions and point redemptions for the year ended December 31, 2024, and recalculating the ending balance of the customer loyalty program.
We also considered the appropriateness of the disclosures of contract liabilities included in Note 4 and Note VI.15 of the notes to the parent company only financial statements.
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
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 auditing standards will always detect a material misstatement when it exists. Misstatements may arise from fraud or error. Misstatements are considered material if the individual amounts or aggregate amounts can reasonably be expected to influence the economic decisions of users of the consolidated financial statements.
As part of an audit in accordance with auditing standards, we exercise professional judgment and 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 internal control of the Company and its subsidiaries.
-
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 ability to continue as a going concern of the Company and its subsidiaries. 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
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obtained up to the date of our auditors' report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Others
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
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/s/Chang, Cheng Tao
/s/Huang, Chien Che
Ernst & Young, Taiwan
March 11, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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NATIONAL PETROLEUM CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Code | Account item | Amount | % | Amount | % | |
| CURRENT ASSETS | ||||||
| 1100 | Cash and cash equivalents | IV & VI.1 | $380,152 | 3 | $537,746 | 4 |
| 1150 | Notes receivable, net | IV & VI.2 | 1,511 | - | 1,633 | - |
| 1170 | Accounts receivable, net | IV & VI.3 | 106,671 | 1 | 109,446 | 1 |
| 1180 | Accounts receivable due from related parties, net | IV, VI.3 & VII | 41 | - | 134 | - |
| 1200 | Other receivables | 8,526 | - | 6,814 | - | |
| 130x | Inventories | IV & VI.4 | 297,099 | 3 | 293,708 | 3 |
| 1410 | Prepayments | 8,485 | - | 8,576 | - | |
| 1470 | Other current assets | VI.5 & VIII | 50,137 | - | 50,987 | - |
| 11xx | Total current assets | 852,622 | 7 | 1,009,044 | 8 | |
| NON-CURRENT ASSETS | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | IV & VI.6 | 186,354 | 2 | 198,063 | 2 |
| 1600 | Property, plant and equipment | IV, VI.7 & VIII | 6,365,684 | 53 | 6,347,632 | 51 |
| 1755 | Right-of-use assets | IV, VI.17 & VII | 2,086,720 | 17 | 2,297,409 | 19 |
| 1760 | Net investment property | IV, VI.8 & VIII | 1,866,325 | 16 | 1,852,577 | 15 |
| 1780 | Intangible assets | IV & VI.9 | 37,731 | - | 47,140 | - |
| 1840 | Deferred tax assets | IV & VI.21 | 36,869 | - | 37,804 | - |
| 1900 | Other non-current assets | VI.10, VII & VIII | 594,043 | 5 | 677,910 | 5 |
| 15xx | Total non-current assets | 11,173,726 | 93 | 11,458,535 | 92 | |
| 1xxx | TOTAL ASSETS | $12,026,348 | 100 | $12,467,579 | 100 |
The accompanying notes are an integral part of the financial statements.
NATIONAL PETROLEUM CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (cont'd)
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Code | Account item | Amount | % | Amount | % | |
| CURRENT LIABILITIES | ||||||
| 2130 | Contract liabilities | IV & VI.15 | $113,160 | 1 | $120,572 | 1 |
| 2150 | Notes payable | - | - | - | 54 | - |
| 2160 | Notes payable - related parties | VII | 1,569,914 | 13 | 1,905,377 | 15 |
| 2170 | Accounts payable | - | 16,001 | - | 20,736 | - |
| 2180 | Accounts payable - related parties | VII | 1,746,371 | 15 | 1,758,660 | 14 |
| 2200 | Other payables | - | 321,811 | 3 | 327,075 | 3 |
| 2230 | Current tax liabilities | IV & VI.21 | 88,872 | - | 87,890 | 1 |
| 2250 | Provision - current | IV & VI.13 | 3,695 | - | 3,928 | - |
| 2280 | Current lease liabilities | IV, VI.17 & VII | 323,844 | 3 | 379,760 | 3 |
| 2300 | Other current liabilities | IV | 89,890 | 1 | 85,170 | 1 |
| 2320 | Current portion of long-term liabilities | VI.11 | 1,729 | - | 1,729 | - |
| 21xx | Total current liabilities | 4,275,287 | 36 | 4,690,951 | 38 | |
| NON-CURRENT LIABILITIES | ||||||
| 2540 | Long-term borrowings | VI.11 | 577 | - | 2,306 | - |
| 2550 | Provision - non-current | IV & VI.13 | 28,637 | - | 25,946 | - |
| 2570 | Deferred tax liabilities | IV & VI.21 | 1,297 | - | 694 | - |
| 2580 | Non-current lease liabilities | IV, VI.17 & VII | 1,844,464 | 16 | 1,996,855 | 16 |
| 2600 | Other non-current liabilities | IV & VI.12 | 52,649 | - | 53,431 | - |
| 25xx | Total non-current liabilities | 1,927,624 | 16 | 2,079,232 | 16 | |
| 2xxx | TOTAL LIABILITIES | 6,202,911 | 52 | 6,770,183 | 54 | |
| 3100 | EQUITY | VI.14 | ||||
| 3110 | Common stock | 3,090,430 | 26 | 3,090,430 | 25 | |
| 3200 | Capital surplus | 24,067 | - | 24,065 | - | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 1,512,702 | 12 | 1,432,802 | 12 | |
| 3320 | Special reserve | 1,714 | - | 3,106 | - | |
| 3350 | Unappropriated retained earnings | 1,172,678 | 10 | 1,148,707 | 9 | |
| 3400 | Other equity | 21,846 | - | (1,714) | - | |
| 31xx | Total Parent Equity | 5,823,437 | 48 | 5,697,396 | 46 | |
| 3xxx | TOTAL EQUITY | 5,823,437 | 48 | 5,697,396 | 46 | |
| TOTAL LIABILITIES AND EQUITY | $12,026,348 | 100 | $12,467,579 | 100 |
The accompanying notes are an integral part of the financial statements.
NATIONAL PETROLEUM CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Code | Account item | Notes | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | OPERATING REVENUES | IV, VI.15 & VII | $22,542,896 | 100 | $24,033,254 | 100 |
| 5000 | OPERATING COSTS | VI.4, VI.18 & VII | 19,781,403 | 88 | 21,261,291 | 89 |
| 5900 | GROSS PROFIT | 2,761,493 | 12 | 2,771,963 | 11 | |
| 6000 | OPERATING EXPENSES | VI.17, VI.18 & VII | ||||
| 6100 | Selling and marketing | 1,810,818 | 8 | 1,802,141 | 7 | |
| 6200 | General and administrative | 184,935 | 1 | 189,933 | 1 | |
| 6450 | Expected credit losses (gains) | IV & VI.16 | (166) | - | 90 | - |
| Total operating expenses | 1,995,587 | 9 | 1,992,164 | 8 | ||
| 6900 | OPERATING INCOME | 765,906 | 3 | 779,799 | 3 | |
| 7000 | NON-OPERATING INCOME AND EXPENSES | VI.19 & VII | ||||
| 7100 | Interest income | 11,528 | - | 11,620 | - | |
| 7010 | Other income | 173,826 | 1 | 167,070 | 1 | |
| 7020 | Other gains and losses | (8,753) | - | (6,408) | - | |
| 7050 | Financial costs | (28,978) | - | (30,148) | - | |
| Total non-operating income and expenses | 147,623 | 1 | 142,054 | 1 | ||
| 7900 | INCOME BEFORE INCOME TAX | 913,529 | 4 | 921,853 | 4 | |
| 7950 | INCOME TAX EXPENSE | IV & VI.21 | 183,510 | 1 | 183,758 | 1 |
| 8200 | NET INCOME | 730,019 | 3 | 738,095 | 3 | |
| 8300 | OTHER COMPREHENSIVE INCOME (LOSS) | VI.20 | ||||
| 8310 | Items that will not be reclassified to profit or loss | |||||
| 8311 | Remeasurements of defined benefit plans | 3,013 | - | 20,310 | - | |
| 8316 | Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | 42,600 | - | 46,048 | - | |
| 8349 | Income tax (benefit) expense relating to items that will not be reclassified | (603) | - | (4,062) | - | |
| Total other comprehensive income (loss) for the period, net of income tax | 45,010 | - | 62,296 | - | ||
| 8500 | TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | $775,029 | 3 | $800,391 | 3 | |
| 8600 | NET INCOME (LOSS) ATTRIBUTABLE TO: | |||||
| 8610 | Shareholders of the parent | $730,019 | $738,095 | |||
| 8620 | Non-controlling interests | - | - | |||
| $730,019 | $738,095 | |||||
| 8700 | TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | |||||
| 8710 | Shareholders of the parent | $775,029 | $800,391 | |||
| 8720 | Non-controlling interests | - | - | |||
| $775,029 | $800,391 | |||||
| EARNINGS PER SHARE (NTD) | VI.22 | |||||
| 9750 | Earnings per share - basic | |||||
| Net income | $2.36 | $2.39 | ||||
| 9850 | Earnings per share - diluted | |||||
| Net income | $2.35 | $2.38 |
The accompanying notes are an integral part of the financial statements.
NATIONAL PETROLEUM CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Item | Equity Attributable to Shareholders of the Parent | Total Equity | |||||
|---|---|---|---|---|---|---|---|
| Equity | Capital surplus | Retained earnings | Other component of equity | ||||
| Legal reserve | Special reserve | Unappropriated retained earnings | Unrealized gains (losses) from Financial Assets from Financial Assets Other Comprehensive Income | ||||
| Code | 3110 | 3200 | 3310 | 3320 | 3350 | 3420 | 3XXX |
| Balance as of January 1, 2024 | $3,090,430 | $23,238 | $1,354,095 | $63,680 | $1,016,831 | $(3,106) | $5,545,168 |
| Appropriation of 2023 earnings: | |||||||
| Legal reserve | - | - | 78,707 | - | (78,707) | - | - |
| Reverse special reserve | - | - | - | (60,574) | 60,574 | - | - |
| Cash dividends | - | - | - | - | (648,990) | - | (648,990) |
| Other change in capital surplus: | |||||||
| Distribute overdue dividend | - | 827 | - | - | - | - | 827 |
| Net income for the year ended December 31, 2024 | - | - | - | - | 738,095 | - | 738,095 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 16,248 | 46,048 | 62,296 |
| Total comprehensive income for the period | - | - | - | - | 754,343 | 46,048 | 800,391 |
| Disposal of equity instruments investments at fair value through other comprehensive income | - | - | - | - | 44,656 | (44,656) | - |
| Balance as of December 31, 2024 | $3,090,430 | $24,065 | $1,432,802 | $3,106 | $1,148,707 | $(1,714) | $5,697,396 |
| Balance as of January 1, 2025 | $3,090,430 | $24,065 | $1,432,802 | $3,106 | $1,148,707 | $(1,714) | $5,697,396 |
| Appropriation of 2024 earnings | |||||||
| Legal reserve | - | - | 79,900 | - | (79,900) | - | - |
| Reverse special reserve | - | - | - | (1,392) | 1,392 | - | - |
| Cash dividends | - | - | - | - | (648,990) | - | (648,990) |
| Other change in capital surplus: | |||||||
| Distribute overdue dividend | - | 2 | - | - | - | - | 2 |
| Net income for the year ended December 31, 2025 | - | - | - | - | 730,019 | - | 730,019 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 2,410 | 42,600 | 45,010 |
| Total comprehensive income for the period | - | - | - | - | 732,429 | 42,600 | 775,029 |
| Disposal of equity instruments investments at fair value through other comprehensive income | - | - | - | - | 19,040 | (19,040) | - |
| Balance as of December 31, 2025 | $3,090,430 | $24,067 | $1,512,702 | $1,714 | $1,172,678 | $21,846 | $5,823,437 |
The accompanying notes are an integral part of the financial statements.
NATIONAL PETROLEUM CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Item | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 |
|---|---|---|
| Amount | Amount | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $913,529 | $921,853 |
| Adjustments to reconcile income before income tax to net cash provided by operating activities: | ||
| Income and expense items | ||
| Depreciation | 565,982 | 580,819 |
| Amortization | 35,140 | 36,124 |
| Expected credit losses (gains) | (166) | 90 |
| Interest expense | 28,680 | 29,875 |
| Interest income | (8,870) | (9,132) |
| Dividends income | (9,908) | (8,103) |
| (Gain) loss on disposal of property, plant and equipment | 335 | 6,517 |
| Gain on lease modifications | (572) | (9,133) |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in notes receivable | 118 | 17 |
| Decrease (increase) in accounts receivable | 2,944 | 51,503 |
| Decrease (increase) in accounts receivable - related parties | 94 | (71) |
| Decrease (increase) in other receivables | (1,712) | (171) |
| Decrease (increase) in inventories | (3,391) | (62,314) |
| Decrease (increase) in prepayments | 91 | 1,671 |
| Decrease (increase) in other current assets | 869 | (11,091) |
| Increase (decrease) in contract liabilities | (7,412) | 8,214 |
| Increase (decrease) in notes payable | (54) | (693) |
| Increase (decrease) in notes payable - related parties | (335,463) | 29,758 |
| Increase (decrease) in accounts payable | (4,735) | 3,620 |
| Increase (decrease) in accounts payable - related parties | (12,289) | (109,545) |
| Increase (decrease) in other payables | (5,261) | (19,415) |
| Increase (decrease) in other current liabilities | 4,720 | 4,268 |
| Increase (decrease) in provisions | (2,392) | (4,284) |
| Cash from operating activities | 1,160,277 | 1,440,377 |
| Interest received | 8,870 | 9,132 |
| Income taxes paid | (181,593) | (282,636) |
| Interest paid | (5) | (1) |
| Net cash provided by (used in) operating activities | 987,549 | 1,166,872 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | (23,560) | (537,817) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 77,850 | 677,121 |
| Acquisition of property, plant and equipment | (122,667) | (361,832) |
| Proceeds from disposal of property, plant and equipment | 1,504 | 887 |
| Decrease (increase) in intangible assets | (3,669) | (7,019) |
| Acquisition of investment properties | (317) | |
| Decrease (increase) in other non-current assets | (19,031) | (24,906) |
| Dividends received | 9,908 | 8,103 |
| Net cash provided by (used in) investing activities | (79,665) | (245,780) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayments of long-term borrowings | (1,729) | (1,729) |
| Payments of lease liabilities | (388,866) | (400,132) |
| Increase (decrease) in other non-current liabilities | 2,231 | 2,380 |
| Cash dividends paid | (648,990) | (648,990) |
| Unclaimed dividend | 2 | 827 |
| Interest paid | (28,126) | (27,487) |
| Net cash provided by (used in) financing activities | (1,065,478) | (1,075,131) |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (157,594) | (154,039) |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 537,746 | 691,785 |
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $380,152 | $537,746 |
The accompanying notes are an integral part of the financial statements.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
NATIONAL PETROLEUM CO., LTD AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
I. HISTORY AND ORGANIZATION
National Petroleum Co., Ltd (the "Company") was incorporated in August 1988. The main activities of the Company are providing and selling gasoline, diesel and lubricant and washing car.
The Company's shares were publicly listed on the Taiwan Stock Exchange (TWSE) in September 2000. The Company registered office and main business location is at 4F., No. 140, Sec. 6, Roosevelt Rd., Taipei City.
II. DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUE
The consolidated financial statements of the Company and its subsidiaries ("the Group") for the years ended December 31, 2025 and 2024 were authorized for issue in accordance with a resolution of the Board of Directors on March 11, 2026.
III. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS
- Changes in accounting policies resulting from applying for the first time certain standards and amendments.
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission ("FSC") and become effective for annual periods beginning on or after January 1, 2025.
- Standards or interpretations issued, revised or amended, by International Accounting Standards Board ("IASB") which have been endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| 1 | IFRS 17 “Insurance Contracts” | January 1, 2023 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| 2 | Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | January 1, 2026 |
| 3 | Annual Improvements to IFRS Accounting Standards – Volume 11 | January 1, 2026 |
| 4 | Contracts Involving Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 | January 1, 2026 |
(1) IFRS 17 "Insurance Contracts"
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. The implementation of this standard will replace the transitional standard – IFRS 4 "Insurance Contracts".
(2) Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
The amendments include:
(a) Clarify that a financial liability is derecognized on the settlement date and describe the accounting treatment for settlement of financial liabilities using an electronic payment system before the settlement date.
(b) Clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features.
(c) Clarify the treatment of non-recourse assets and contractually linked instruments.
(d) Require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income.
(3) Annual Improvements to IFRS Accounting Standards – Volume 11
(a) Amendments to IFRS 1
(b) Amendments to IFRS 7
(c) Amendments to Guidance on implementing IFRS 7
(d) Amendments to IFRS 9
(e) Amendments to IFRS 10
(f) Amendments to IAS 7
(4) Contracts Involving Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
The amendments include:
(a) Clarify the application of the ‘own-use’ requirements.
(b) Permit hedge accounting if these contracts are used as hedging instruments.
(c) Add new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows.
The above newly issued and amended standards will be applicable for annual reporting periods beginning on or after January 1, 2026, and the Group has assessed that there is no material impact.
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Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
- Standards or interpretations issued, revised or amended, by IASB which have not been endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| 1 | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” – Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures | To be determined by IASB |
| 2 | IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 (Note) |
| 3 | Disclosure Initiative – Subsidiaries without Public Accountability: Disclosures (IFRS 19) | January 1, 2027 |
| 4 | Translation into a presentation currency under a hyperinflationary economy (Amendments to IAS 21 and IAS 29) | January 1, 2027 |
(Note) The FSC issued a press release on September 25, 2025, announcing that Taiwan will align with IFRS 18 in 2028.
(1) IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” – Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(2) IFRS 18 “Presentation and Disclosure in Financial Statements”
IFRS 18 replaces IAS 1 Presentation of Financial Statements. The main changes are as below:
(a) Improved comparability in the statement of profit or loss (income statement)
IFRS 18 requires entities to classify all income and expenses within their statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. The first three categories are new, to improve the structure of the income statement, and requires all entities to provide new defined subtotals, including operating profit or loss. The improved structure and new subtotals will give investors a consistent starting point for analyzing entities’ performance and make it easier to compare entities.
(b) Enhanced transparency of management-defined performance measures
IFRS 18 requires entities to disclose explanations of those entity-specific measures that are related to the income statement, referred to as management-defined performance measures.
(c) Useful grouping of information in the financial statements
IFRS 18 sets out enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. The changes are expected to provide more detailed and useful information. IFRS 18 also requires entities to provide more transparency about operating expenses, helping investors to find and understand the information they need.
(3) Disclosure Initiative – Subsidiaries without Public Accountability: Disclosures (IFRS 19)
This new standard and its amendments permits subsidiaries without public accountability to provide reduced disclosures when applying IFRS Accounting Standards in their financial statements. IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it.
(4) Translation into a presentation currency under a hyperinflationary economy (Amendments to IAS 21 and IAS 29)
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
The amendments include:
(a) Clarify that when the functional currency of a reporting entity is not that of a hyperinflationary economy and is translated into a presentation currency of a hyperinflationary economy, its results of operations and financial position shall be translated using the closing exchange rate at the date of the most recent statement of financial position.
(b) For the aforementioned circumstances, when the presentation currency subsequently is no longer that of a hyperinflationary economy, the reporting entity shall not restate prior period amounts.
(c) When both the functional currency and the presentation currency are those of a hyperinflationary economy, the reporting entity shall apply the relevant accounting treatment in accordance with paragraph 34 of IAS 29.
For the above standards or interpretations issued by the IASB but not yet endorsed by the FSC, the actual effective date shall be subject to the FSC’s regulations. Except that the Group is currently assessing the potential impact of the newly issued or amended standards or interpretations in (2) and is temporarily unable to reasonably estimate their impact on the Group, the other newly issued or amended standards or interpretations have no material impact on the Group.
IV. SUMMARY OF MATERIAL ACCOUNTING POLICIES
- Statement of compliance
The consolidated financial statements of the Group for the years ended December 31, 2025 and 2024 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, Interpretations issued by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by the FSC (“TIFRS”).
- Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The
20
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
consolidated financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
- Basis of consolidation
Preparation principle of consolidated financial statements
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
(1) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
(2) exposure, or rights, to variable returns from its involvement with the investee, and
(3) the ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
(1) the contractual arrangement with the other vote holders of the investee
(2) rights arising from other contractual arrangements
(3) the Group’s voting rights and potential voting rights
The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
21
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Group loses control of a subsidiary, it:
(1) derecognizes the assets (including goodwill) and liabilities of the subsidiary;
(2) derecognizes the carrying amount of any non-controlling interest;
(3) recognizes the fair value of the consideration received;
(4) recognizes the fair value of any investment retained;
(5) reclassifies the parent's share of components previously recognized in other comprehensive income to profit or loss or retained earnings according to IFRS; and
(6) recognizes any surplus or deficit in profit or loss.
The consolidated entities are listed as follows:
| Investor | Subsidiaries | Main business | Percentage of ownership (%) | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| The Company | Puxiang Development Co., Ltd. | Real estate leasing | 100% | 100% |
| The Company | Shangyuan Co., Ltd. | Real estate leasing | 100% | 100% |
- Current and non-current distinction
All other assets are classified as non-current. An asset is classified as current when:
(1) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.
(2) The Company holds the asset primarily for the purpose of trading.
(3) The Company expects to realize the asset within twelve months after the reporting period.
(4) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current. A liability is classified as current when:
(1) The Company expects to settle the liability in its normal operating cycle
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(2) The Company holds the liability primarily for the purpose of trading.
(3) The liability is due to be settled within twelve months after the reporting period
(4) The Company does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
- Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
(1) Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss on the basis of both:
a. the Group’s business model for managing the financial assets and
b. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivable, accounts receivable, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
23
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
a. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
b. 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.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
a. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
b. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
a. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
b. 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.
24
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
a. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
b. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
c. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
(i) Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
(ii) For financial assets that are not purchased or originated credit-impaired financial assets but subsequently become credit-impaired financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.
(2) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive
25
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
income and financial asset measured at amortized cost. The loss allowance on debt instrument measured at fair value through other comprehensive income is recognized in other comprehensive income and does not reduce the carrying amount in the balance sheet.
The Group measures expected credit losses of a financial instrument in a way that reflects:
a. An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
b. the time value of money; and
c. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
a. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance for a financial asset at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that condition is no longer met.
b. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
c. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
d. For lease receivables arising from transactions within the scope of IFRS 16, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has been increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note XII for further details on credit risk.
26
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(3) Derecognition of financial assets
A financial asset is derecognized when:
a. The rights to receive cash flows from the asset have expired
b. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred
c. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.
(4) Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from issuing price.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate
27
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the amortization process of the effective interest rate method.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(5) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
7. Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(1) In the principal market for the asset or liability; or
(2) In the absence of a principal market, in the most advantageous market for the asset or liability.
28
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition is accounted for as follows:
Merchandise inventory – Purchase cost on weighted average cost basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 but not within the scoping of inventories.
- Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an
29
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 5~55 years |
|---|---|
| Machinery and equipment | 3~21 years |
| Transportation equipment | 5 years |
| Office equipment | 3~12 years |
| Right-of-use assets | 5~20 years |
| Leasehold improvements | 20 years |
| Other equipment | 3~12 years |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets' residual values, useful lives and methods of depreciation are audited at each financial year end and adjusted prospectively, if appropriate.
10. Investment property
The Group's owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal company that is classified
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 10-55 years |
|---|---|
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.
The Group transfers to or from investment properties according to the actual usage of the assets.
The Group transfers to or from investment properties when there is a change in use for these assets. Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.
11. Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
- the right to obtain substantially all of the economic benefits from use of the identified asset; and
- the right to direct the use of the identified asset.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
- fixed payments (including in-substance fixed payments), less any lease incentives receivable;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable by the lessee under residual value guarantees;
- the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
- payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
32
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
After the commencement date, the Group measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
(1) the amount of the initial measurement of the lease liability;
(2) any lease payments made at or before the commencement date, less any lease incentives received;
(3) any initial direct costs incurred by the lessee; and
(4) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 "Impairment of Assets" to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in
33
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
the balance sheet and separately presents lease-related interest expense and depreciation charge in the statement of comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
12. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
34
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from the derecognition of intangible assets are recognized in profit or loss.
Computer software
The cost of computer software is amortized on a straight-line basis over the estimated useful life (3 to 5 years).
Operating Permit
The cost of operating permit is amortized on a straight-line basis over the estimated useful life (7 years).
13. Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's ("CGU") fair value less costs to sell and its value in use and is determined for an individual
35
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or cash- generating unit's recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
14. Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset.
36
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
15. Revenue recognition
The Group’s revenue arising from contracts with customers mainly include sale of goods and rendering of services. The accounting policies for the Group’s types of revenue are explained as follows:
Sales of goods
The Group recognizes revenue when sells the goods. The main product of the Group is refined petroleum products and revenue is recognized based on the price specified in the contract. Therefore, revenue from these sales is recognized based on the specified price, net of the estimated volume discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method. Revenue is only recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. During the period specified in the contract, refund liability is recognized for the volume discounts expected to be taken.
The credit period of the Group’s sale of goods is from 30 to 60 days. When the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as accounts receivable. The Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract.
Rendering of services
The Group provides wash car services. The revenue should be recognized when the services is completed and paid.
37
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
16. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
17. Post-employment benefits
All regular employees of the Company and its subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee's name in the specific bank account and hence, not associated with the Company and its subsidiaries. Therefore, fund assets are not included in the Group's individual financial statements.
For the defined contribution plan, the Company and its subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements of the net defined benefit liability (asset) comprise actuarial gains and losses, the return on plan assets (excluding net interest), and any change in the effect of the asset ceiling (excluding net interest). Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
(1) the date of the plan amendment or curtailment, and
(2) The date that the Company recognizes restructuring-related costs or termination benefits
38
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
18. Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the shareholders' meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
(1) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination; at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
39
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(2) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
(1) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination; at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
(2) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
40
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
According to the temporary exception in the International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12), information about deferred tax assets and liabilities related to Pillar Two income tax will neither be recognized nor be disclosed.
V. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company’s consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
- Judgment
In the process of applying the Group’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements:
(1) Investment property
Certain properties of the Group comprise a portion that is held to earn rentals or for capital appreciation and another portion that is owner-occupied. If these portions could be sold separately, the Group accounts for the portions separately as investment properties and property, plant and equipment.
(2) Operating lease commitment - Group as the lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks
41
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
and rewards of ownership of these properties and accounts for the contracts as operating leases.
2. Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(1) Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flows model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note XII for more details.
(2) Income Tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group's domicile.
42
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Deferred tax assets are recognized for all carry forward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.
(3) Accounts receivables – estimation of impairment loss
The Group estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note VI for more details.
(4) Contract liabilities
The group recognized contract liabilities by using of statistics techniques to estimate award points’ stand-alone selling price for customer loyalty program. It is based on the parameters estimated by the management and the reasonableness of the stand-alone selling price of award points. Please refer to Note VI for more details.
43
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
VI. CONTENTS OF SIGNIFICANT ACCOUNTS
1. Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand | $80,867 | $80,513 |
| Demand deposits | 299,280 | 457,228 |
| Checking accounts | 5 | 5 |
| Total | $380,152 | $537,746 |
The above cash and cash equivalents were not pledged as collateral or restricted for uses.
2. Notes receivable, net
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable arising from operating activities | $1,648 | $1,766 |
| Less: Loss allowance | (137) | (133) |
| Total | $1,511 | $1,633 |
Notes receivable of the Group were all arising from operations and were not pledged as collateral or otherwise restricted.
The Group adopted IFRS 9 for impairment assessment. Please refer to Note VI.16 for more details on loss allowance. Please refer to Note XII for more details on credit risk management.
3. Accounts receivable and accounts receivable – related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts receivable | $107,309 | $110,253 |
| Less: Loss allowance | (638) | (807) |
| Subtotal | 106,671 | 109,446 |
| Accounts receivable – related parties | 42 | 136 |
| Less: Loss allowance | (1) | (2) |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Subtotal | $41 | $134 |
| Total | $106,712 | $109,580 |
Accounts receivable and accounts receivable– related parties were from operations and were not held as collateral or restricted for uses.
Accounts receivable are generally on 30-60 days terms. As of December 31, 2025 and 2024, the total carrying value (including notes receivable) were NT$108,999 thousand and NT$112,155 thousand, respectively. Please refer to Note VI.16 for more details on loss allowance of accounts receivable for the years ended December 31, 2025 and 2024. Please refer to Note XII for more details on credit risk management.
4. Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Super Diesel | $67,264 | $68,656 |
| 92 Unleaded gasoline | 69,013 | 61,116 |
| 95 Unleaded gasoline | 94,179 | 101,813 |
| 98 Unleaded gasoline | 54,489 | 48,281 |
| Others | 12,154 | 13,842 |
| Total | $297,099 | $293,708 |
The cost of inventories recognized in expenses amounted to NT$19,780,534 thousand and NT$21,260,422 thousand for the years ended December 31, 2025 and 2024, including the inventory overage NT$61,537 thousand and NT$75,282 thousand, respectively.
No inventories were pledged as of December 31, 2025 and 2024.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
- Other current assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other financial assets | $50,055 | $49,335 |
| Other current assets – other | 82 | 1,652 |
| Total | $50,137 | $50,987 |
Please refer to Note VIII for more details on other financial assets under pledge.
- Financial assets at fair value through other comprehensive income - non-current
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Equity instruments investments measured at fair value through other comprehensive income: | ||
| Listed stocks | $145,060 | $126,053 |
| Unlisted stocks | 41,294 | 72,010 |
| Total | $186,354 | $198,063 |
The Group classified part of its financial assets as financial assets at fair value through other comprehensive income.
No financial assets at fair value through other comprehensive income were pledged as of December 31, 2025 and 2024.
The Group holds equity instrument investments measured at fair value through other comprehensive income. Details on dividend income for the years ended December 31, 2025 and 2024, respectively, are as follow:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Related to the investments held at the end of the reporting period | $8,559 | $6,706 |
| Related to the investments derecognized at this period | 1,349 | 1,397 |
| Dividend income at this period | $9,908 | $8,103 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Based on the Group’s investment strategy, the Group disposed and derecognized parts of equity instrument investments measured at fair value through other comprehensive income. Details on derecognition of the investments for the years ended December 31, 2025 and 2024 are as follow:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| The fair value of the investments at the date of derecognition | $77,791 | $676,479 |
| The cumulative gain or loss on disposal reclassified from other equity to retained earnings | 19,040 | 44,656 |
The difference between the disposal price of NT$77,850 thousand and the fair value of NT$77,791 thousand represents a handling fee discount of NT$78 thousand. The remaining discount of NT$19 thousand, which has not yet been received in cash, is recorded under other current assets.
- Property, plant and equipment
| Land and land improvements | Buildings | Machinery and equipment | Transportation equipment | Office equipment | Other equipment | Leasehold improvements | Construction in progress | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| 2025.1.1 | $5,181,374 | $1,104,583 | $979,073 | $4,444 | $222,741 | $354,259 | $270,571 | $758 | $8,117,803 |
| Additions | 47,521 | - | 34,906 | - | 9,834 | 24,937 | 4,929 | 540 | 122,667 |
| Disposals | - | (911) | (30,965) | - | (10,941) | (5,872) | (15,452) | - | (64,141) |
| Transfers | 33,000 | (20,397) | 11,299 | - | 5,994 | 159 | 30,446 | (62) | 60,439 |
| Other changes (Note) | - | 2,522 | - | - | - | - | - | - | 2,522 |
| 2025.12.31 | $5,261,895 | $1,085,797 | $994,313 | $4,444 | $227,628 | $373,483 | $290,494 | $1,236 | $8,239,290 |
| 2024.1.1 | $4,918,965 | $1,053,185 | $931,056 | $4,444 | $211,359 | $338,251 | $270,503 | $51,539 | $7,779,301 |
| Additions | 218,409 | 17,029 | 54,976 | - | 34,363 | 31,028 | 6,026 | - | 361,832 |
| Disposals | - | - | (19,666) | - | (27,072) | (15,801) | (6,210) | - | (68,749) |
| Transfers | 44,000 | 31,602 | 12,707 | - | 4,091 | 781 | 252 | (50,781) | 42,652 |
| Other changes (Note) | - | 2,767 | - | - | - | - | - | - | 2,767 |
| 2024.12.31 | $5,181,374 | $1,104,583 | $979,073 | $4,444 | $222,741 | $354,259 | $270,571 | $758 | $8,117,803 |
| Depreciation and impairment: | |||||||||
| 2025.1.1 | $- | $550,859 | $651,628 | $4,067 | $144,903 | $234,600 | $184,114 | $- | $1,770,171 |
| Depreciation | - | 23,304 | 61,505 | 232 | 24,726 | 44,936 | 13,839 | - | 168,542 |
| Disposals | - | (911) | (29,910) | - | (10,339) | (5,690) | (15,452) | - | (62,302) |
| Transfers | - | (967) | - | - | - | - | - | - | (967) |
| Other changes (Note) | - | (1,838) | - | - | - | - | - | - | (1,838) |
| 2025.12.31 | $- | $570,447 | $683,223 | $4,299 | $159,290 | $273,846 | $182,501 | $- | $1,873,606 |
| 2024.1.1 | $- | $539,768 | $608,062 | $3,775 | $143,568 | $204,365 | $175,602 | $- | $1,675,140 |
| Depreciation | - | 22,448 | 61,773 | 292 | 25,147 | 45,378 | 12,695 | - | 167,733 |
| Disposals | - | - | (18,207) | - | (23,812) | (15,143) | (4,183) | - | (61,345) |
| Transfers | - | (7,805) | - | - | - | - | - | - | (7,805) |
| Other changes (Note) | - | (3,552) | - | - | - | - | - | - | (3,552) |
| 2024.12.31 | $- | $550,859 | $651,628 | $4,067 | $144,903 | $234,600 | $184,114 | $- | $1,770,171 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| Land and land improvements | Buildings | Machinery and equipment | Transportation equipment | Office equipment | Other equipment | Leasehold improvements | Construction in progress | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Net carrying amount as of: | |||||||||
| 2025.12.31 | $5,261,895 | $515,350 | $311,090 | $145 | $68,338 | $99,637 | $107,993 | $1,236 | $6,365,684 |
| 2024.12.31 | $5,181,374 | $553,724 | $327,445 | $377 | $77,838 | $119,659 | $86,457 | $758 | $6,347,632 |
Note: Increase (Decrease) in decommissioning cost.
On March 24, 2025, the Group acquired land located at Lot Nos. 1014, 1014-5, and 1014-6, Zhonghe Section, Ligang Township, Pingtung County for use as a gas station at a cost of NT$80,490 thousand, and the payment was fully settled in March 2025.
The Group purchased land located at No. 3209, 3209-4, and 3209-5, Xitun Section, Xitun District, Taichung City, for use as a gas station on January 30, 2024, for a total of NT$220,000 thousand. Of this amount, NT$44,000 thousand was paid in the fiscal year 2023, and the remaining balance was settled on January 30, 2024.
The Group purchased land located at No. 853 and 853-2, Beimen Section, Hsinchu City, for use as a gas station on September 5, 2024, for a total of NT$42,296 thousand. The full amount was paid upon purchase.
Some of the lands, amounting to NT$38,761 thousand, where gas stations locate are still for agricultural use. Due to the inability to complete the transfer of ownership, the Group signed the trust agreement and holding contract, and temporarily registers the ownership under the third parties.
Please refer to Note VIII for more details on property, plant and equipment under pledge.
The Group did not capitalize any borrowing costs on property, plant and equipment.
- Investment property
| Land | Buildings | Total | |
|---|---|---|---|
| Cost: | |||
| 2025.1.1 | $1,712,761 | $314,364 | $2,027,125 |
| Transfers | - | 20,397 | 20,397 |
| 2025.12.31 | $1,712,761 | $334,761 | $2,047,522 |
| 2024.1.1 | $1,712,761 | $294,169 | $2,006,930 |
| Additions | - | 317 | 317 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| Land | Buildings | Total | |
|---|---|---|---|
| Transfers | $- | $19,878 | $19,878 |
| 2024.12.31 | $1,712,761 | $314,364 | $2,027,125 |
| Depreciation and impairment: | |||
| 2025.1.1 | $- | $174,548 | $174,548 |
| Depreciation | - | 5,682 | 5,682 |
| Transfers | - | 967 | 967 |
| 2025.12.31 | $- | $181,197 | $181,197 |
| 2024.1.1 | $- | $161,462 | $161,462 |
| Depreciation | - | 5,281 | 5,281 |
| Transfers | - | 7,805 | 7,805 |
| 2024.12.31 | $- | $174,548 | $174,548 |
| Net carrying amount as of: | |||
| 2025.12.31 | $1,712,761 | $153,564 | $1,866,325 |
| 2024.12.31 | $1,712,761 | $139,816 | $1,852,577 |
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | ||
| Rent income from investment property | $53,598 | $54,384 | |
| Less: Direct operating expenses from investment property generating rental income | (12,296) | (14,544) | |
| Total | $41,302 | $39,840 |
Investment properties held by the Group are not measured at fair value but for which the fair value is disclosed. The fair value measurements of the investment properties are categorized within Level 3. The fair value of investment properties was NT$2,792,336 thousand and NT$2,601,216 thousand, as of December 31, 2025 and 2024, respectively. The fair value determined based on valuations performed by an independent valuer were amounted to NT$2,544,785 thousand and NT$2,394,770 thousand as of December 31, 2025 and 2024, respectively. The fair value determined based on valuations performed by the Group was NT$247,551 thousand and NT$206,446 thousand as of December 31, 2025 and 2024, respectively. The fair value was determined based on the market evidence, and the evaluation method used is the comparison method and income approach. The inputs used are as follow:
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 2.47% | 2.47% |
Please refer to Note VIII for more details on investment property under pledge.
- Intangible assets
| Computer software | Operating permit | Total | |
|---|---|---|---|
| Cost: | |||
| 2025.1.1 | $86,912 | $85,024 | $171,936 |
| Additions - acquired separately | 3,669 | - | 3,669 |
| Transfers | 5,059 | - | 5,059 |
| Disposals | (1,245) | - | (1,245) |
| 2025.12.31 | $94,395 | $85,024 | $179,419 |
| 2024.1.1 | $77,315 | $85,024 | $162,339 |
| Additions - acquired separately | 7,019 | - | 7,019 |
| Transfers | 3,904 | - | 3,904 |
| Disposals | (1,326) | - | (1,326) |
| 2024.12.31 | $86,912 | $85,024 | $171,936 |
| Amortization and impairment | |||
| 2025.1.1 | $66,711 | $58,085 | $124,796 |
| Amortization | 10,401 | 7,736 | 18,137 |
| Disposals | (1,245) | - | (1,245) |
| 2025.12.31 | $75,867 | $65,821 | $141,688 |
| 2024.1.1 | $58,923 | $47,613 | $106,536 |
| Amortization | 9,114 | 10,472 | 19,586 |
| Disposals | (1,326) | - | (1,326) |
| 2024.12.31 | $66,711 | $58,085 | $124,796 |
| Net carrying amount as of: | |||
| 2025.12.31 | $18,528 | $19,203 | $37,731 |
| 2024.12.31 | $20,201 | $26,939 | $47,140 |
Amortization expense that was recognized for intangible assets:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Other operating costs | $2,188 | $167 |
| Selling and marketing | $7,192 | $7,138 |
| General and administrative | $8,757 | $12,281 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
- Other non-current assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Royalty | $335,476 | $349,357 |
| Prepayment for equipment | 29,768 | 92,217 |
| Refundable deposits | 208,355 | 217,953 |
| Other assets — Others | 20,444 | 18,383 |
| Total | $594,043 | $677,910 |
In December 1999, the Group obtained the surface right for three pieces of land of 3,002 square meters located at the second subsection of Fushun Section, Shilin District, Taipei City, owned by Hsinchu Logistics Co., Ltd. ("Hsinchu Logistics") to operate gas stations, fast food chain stores, and auto parts stores. Royalty and all related expenses amounted to NT$694,117 thousand. The duration of the surface right lasts for 50 years from April 1, 2000 to June 30, 2050. The ownership of the buildings located on the aforementioned lands have been registered under the Group. During this period, the Group holds a right of first refusal to purchase in the event that Hsinchu Logistics intends to dispose the lands. The Group holds a right of first refusal to renew the contract upon the expiration of the surface right. The royalty is amortized for 50 years on a straight-line basis.
Please refer to Note VIII for more details on other non-current assets under pledge.
Please refer to Note VII.6 for more details on refundable deposits
- Long-term borrowings
Details of long-term borrowings as of December 31, 2025 and 2024, are as follows:
| Lenders | Maturity date and terms of repayment | Nature | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | Interest | Amount | Interest | |||
| Union bank | Principal and interest is repaid by monthly payments with the balance paid in full upon maturity from 2022.4.8 to 2027.4.8. | Long-term borrowings secured by real estate | $2,306 | 2.35%-2.36% | $4,035 | 2.22%-2.36% |
| Less: Current portion of long-term liabilities | (1,729) | (1,729) | ||||
| Long-term borrowings due after one year | $577 | $2,306 |
Please refer to Note VIII for more details on assets under pledge for long-term borrowings.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
12. Post-employment benefits
(1) Defined contribution plan
The defined contribution plan of the Company and its domestic subsidiaries’ Employee Retirement Plan is regulated according to the provisions of the Labor Pension Act. In accordance with the Act, contributions made by the employer cannot be lower than 6% of the participant’s monthly wages. Therefore, the Company and its domestic subsidiaries makes 6% contributions of the monthly wages to the Labor Pension personal account of the Bureau of the Labor Insurance on a regular basis.
For the years ended December 31, 2025 and 2024, the expenses related to defined contribution plan amounted to NT$43,254 thousand and NT$40,843 thousand, respectively.
(2) Defined benefits plan
The defined benefit plan of the Company and its domestic subsidiaries’ Employee Retirement Plan is regulated according to the Labor Standards Act. 2. Retirement benefits are based on such factors as the employee’s length of service and final pensionable salary. In accordance with the Act, 2 bases are given for each full year on the first 15 years of service and 1 base is given for each full year after 15 years of service. The total bases given shall not exceed 45. Under the retirement plan, the Company and its domestic subsidiaries contributes monthly an amount equal to 2% of gross salary to the pension reserve fund, which is deposited into a designated depository account with the Bank of Taiwan. At the end of each year, if the balance in the designated labor pension reserve funds is inadequate to cover the benefit estimated to be paid in the following year, the Company and its domestic subsidiaries should make up the difference in 1 appropriation before the end of March in the following year.
Safeguard and Utilization of the Labor Retirement Fund is regulated by the Ministry of Labor. Investment of the fund is made by outsourcing and self-management. A long-term investment strategy is adopted with both initiative and passive approach. Considering market risk, creditability and liquidity etc., the Ministry of labor has set limit for fund risk and risk management plan so that the target rate of return can be reached without excess exposure to risk. The utilization of the fund shall ensure that the minimum annual distributed return is not lower than the return calculated based on a two-year time deposit with a local bank; if there is any shortfall, it shall be supplemented by the national treasury upon approval by the competent authority. Because the Company is not authorized to manage the Fund, it cannot disclose the
52
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
classification of the fair value of the plan asset according to paragraph 142 of IAS 19. As of December 31, 2025, the amount of contribution expected to be made in the following accounting year is NT$287 thousand.
As of December 2025 and 2024, the defined benefit plan of the Group was expected to be expired both in 2036 and 2035, respectively.
(3) Amounts to be recognized in profit or loss are summarized as follows:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Current period service cost | $70 | $74 |
| Net interest on the net defined benefit liability (asset) | 303 | 505 |
| Total | $373 | $579 |
(4) Reconciliation of the present value of the defined benefit obligation and fair value of plan assets of the defined benefit plan is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Present value of defined benefit obligation | $76,032 | $74,659 |
| Fair value of plan assets | 60,795 | 56,409 |
| Other non-current liabilities - Accrued pension liabilities recognized on the balance sheets | $15,237 | $18,250 |
(5) Reconciliation of net defined benefit liabilities (assets):
| Present value of defined benefit obligation | Fair value of plan assets | Net defined benefit liabilities (assets) | |
|---|---|---|---|
| 2024.1.1 | $92,042 | $53,482 | $38,560 |
| Current period service cost | 74 | - | 74 |
| Interest expense | 1,206 | 701 | 505 |
| Subtotal | 1,280 | 701 | 579 |
| Remeasurement of defined benefit liabilities/assets | |||
| Actuarial gains and losses arising | 798 | - | 798 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| Present value of defined benefit obligation | Fair value of plan assets | Net defined benefit liabilities (assets) | |
|---|---|---|---|
| from changes in demographic assumptions | |||
| Actuarial gains and losses arising from changes in financial assumptions | ($14,945) | $- | ($14,945) |
| Experience adjustment | (1,467) | - | (1,467) |
| Return on plan assets | - | 4,696 | (4,696) |
| Subtotal | (15,614) | 4,696 | (20,310) |
| Payments from the plan | (3,049) | (3,049) | - |
| Contributions by employer | - | 579 | (579) |
| 2024.12.31 | 74,659 | 56,409 | 18,250 |
| Current period service cost | 70 | - | 70 |
| Interest expense | 1,239 | 936 | 303 |
| Subtotal | 1,309 | 936 | 373 |
| Remeasurement of defined benefit liabilities/assets | |||
| Actuarial gains and losses arising from changes in financial assumptions | 2,223 | - | 2,223 |
| Experience adjustment | (1,261) | - | (1,261) |
| Return on plan assets | - | 3,975 | (3,975) |
| Subtotal | 962 | 3,975 | (3,013) |
| Payments from the plan | (898) | (898) | - |
| Contributions by employer | - | 373 | (373) |
| 2025.12.31 | $76,032 | $60,795 | $15,237 |
(6) The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 1.42% | 1.66% |
| Expected rate of salary increases | 2.00% | 2.00% |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(7) Sensitivity analysis of each significant actuarial assumption:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |||
|---|---|---|---|---|
| Increase defined benefit obligation | Decrease defined benefit obligation | Increase defined benefit obligation | Decrease defined benefit obligation | |
| Discount rate increase by 0.5% | $- | $3,470 | $- | $2,914 |
| Discount rate decrease by 0.5% | 5,160 | - | 5,312 | - |
| Future salary increase by 0.5% | 5,104 | - | 5,266 | - |
| Future salary decrease by 0.5% | - | 3,469 | - | 2,918 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
- Provisions
| Decommissioning, restoration and rehabilitation reserve | |
|---|---|
| 2025.1.1 | $29,874 |
| Arising during the period - other | 4,360 |
| Discount rate adjustment and unwinding of discount from the passage of time | 490 |
| Used in the current period | (285) |
| Unused provision reversed | (2,107) |
| 2025.12.31 | $32,332 |
| Current - 2025.12.31 | $3,695 |
| Non-current - 2025.12.31 | 28,637 |
| 2025.12.31 | $32,332 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| Decommissioning, restoration and rehabilitation reserve | |
|---|---|
| 2024.1.1 | $27,342 |
| Arising during the period - other | 6,319 |
| Discount rate adjustment and unwinding of discount from the passage of time | 497 |
| Unused provision reversed | (4,284) |
| 2024.12.31 | $29,874 |
| Current - 2024.12.31 | $3,928 |
| Non-current - 2024.12.31 | 25,946 |
| 2024.12.31 | $29,874 |
Decommissioning, restoration and rehabilitation reserve
A provision has been recognized for decommissioning costs associated with lease assets. The Group is committed to decommissioning the site and restoring the land upon the expiration of the lease.
- Equities
(1) Common stock
The Group’s authorized and issued capital was NT$4,500,000 thousand and NT$3,090,430 thousand at $10 par value each, consisted of 309,043 thousand shares as of December 31, 2025 and 2024, respectively. Each share has one vote and the right to receive dividends.
(2) Capital surplus
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Additional paid-in capital | $17,311 | $17,311 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Treasury shares transaction | $1,658 | $1,658 |
| Other - Overdue dividend | 5,098 | 5,096 |
| Total | $24,067 | $24,065 |
According to the Company Act, the capital surplus shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
(3) Retained earnings and dividend policies
Pursuant to the Company's Articles of Incorporation, current year's earnings, if any, shall be appropriated in the following order:
a. Payments of all taxes, if any
b. To offset prior year's deficit, if any
c. To set aside 10% of the remaining amount as legal reserve after deducting items (a) and (b)
d. Set aside or reverse special reserve in accordance with law and regulations
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders' meeting.
In order to seek sustainable operation and create a competitive niche, the company has accelerated the pace of diversified operations in recent years. After considering the Company's future capital needs and long-term financial planning, and meeting shareholders' demand for cash inflows, the dividend distribution ratio is based on the company's actual profit and capital status during the year, and the board of directors proposes to submit a resolution to the shareholders meeting for distribution.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
The company’s dividend policy is to distribute in three ways: cash dividends, stock dividends from retained earnings and stock dividends from capital surplus. Shareholders’ dividends shall come from current year earnings and undistributed earnings from previous years, and shall be no less than 30%. Generally, the cash dividend shall be no less than 10% of the sum of cash dividends and stock dividends; the rest will be distributed as stock dividends from retained earnings.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
According to existing regulations, when the Company distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve in the first-time adoption of the IFRS, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed from the special reserve.
On March 31, 2021, the FSC issued Order No. Financial-Supervisory-Securities-Corporate-1090150022, which sets out the following provisions for compliance: On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders' equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside special reserve. For any subsequent use, disposal or reclassification of related assets, the special reserve in the amount equal to the reversal may be released for earnings distribution. The provision of the letter has no impact on the Company.
58
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
For the years ended December 31, 2025 and 2024, the details of earnings distribution and dividends per share as proposed by the board meeting on March 11, 2026 and resolved by the shareholder's meeting on June 19, 2025, were as follows:
| Appropriation of earnings | Dividend per share | |||
|---|---|---|---|---|
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
| Legal reserve | $75,147 | $79,900 | ||
| Reversal of special reserve | 1,714 | 1,392 | ||
| Cash dividends | 679,895 | 648,990 | $2.2 | $2.1 |
Please refer to Note VI.18 for details on employee's remuneration and remuneration to directors.
15. Operating revenues
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Revenue from contracts with customers | ||
| Super Diesel | $7,195,211 | $7,334,688 |
| 92 Unleaded gasoline | 2,663,061 | 2,876,842 |
| 95 Unleaded gasoline | 10,975,165 | 12,023,083 |
| 98 Unleaded gasoline | 1,333,708 | 1,413,146 |
| Others | 113,950 | 106,557 |
| Subtotal | 22,281,095 | 23,754,316 |
| Service revenues | 261,801 | 278,938 |
| Net operating revenue | $22,542,896 | $24,033,254 |
Details of revenue of client contracts for the years ended December 31, 2025 and 2024 are as follows:
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(1) Disaggregation of revenue
| Operating segment | ||
|---|---|---|
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
| Sales of goods | $22,281,095 | $23,754,316 |
| Rendering of services | 261,801 | 278,938 |
| Total | $22,542,896 | $24,033,254 |
| Timing of revenue recognition: | ||
| At a point in time | $22,542,896 | $24,033,254 |
(2) Contract balances
Contract liabilities - current
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Sales of goods | $113,160 | $120,572 | $112,358 |
The significant changes in the Group's balances of contract liabilities for the years ended 2025 and 2024 are as follows:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| The opening balance transferred to revenue | $(104,991) | $(94,768) |
| Increase in receipts in advance during the period (excluding the amount incurred and transferred to revenue during the period) | 96,599 | 104,105 |
| Change in the measure of progress | 980 | (1,123) |
(3) Transaction price allocated to unsatisfied performance obligations
The Group's transaction price allocated to unsatisfied performance obligations (including partially unsatisfied) amounted to NT$3,157 thousand recognized
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
as contract liabilities as of December 31, 2025. Management expects that 100% of it will be recognized during the 2026 fiscal year.
The Group’s transaction price allocated to unsatisfied performance obligations (including partially unsatisfied) amounted to NT$2,177 thousand recognized as contract liabilities as at December 31, 2024. Management expects that 100% of it will be recognized during the 2025 financial year.
(4) Assets recognized from costs to fulfill a contract
None.
- Expected credit losses (gains)
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Operating expenses - Expected credit losses (gains) | ||
| Notes receivable (including related parties) | $4 | $(4) |
| Accounts receivable (including related parties) | (170) | 94 |
| Total | $(166) | $90 |
Please refer to Note XII for more details on credit risks.
The Group measures the loss allowance of receivables (including notes and accounts receivable) at an amount equal to lifetime expected credit losses. The explanation of the loss allowance measured for the year ended December 31, 2025 and 2024 are as follows:
The Company considers receivables as one single group based on past experiences and its loss allowance is measured by using a provision matrix, details as follows:
December 31, 2025
| Not yet due (note) | Past due | Total | ||||
|---|---|---|---|---|---|---|
| Within 30 days | 31-60 days | 61-90 days | Over 90 days | |||
| Gross carrying amount | $108,963 | $7 | $29 | $- | $- | $108,999 |
| Loss ratio | 0~1% | 0~1% | 0~1% | -% | -% |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| Not yet due (note) | Past due | Total | ||||
|---|---|---|---|---|---|---|
| Within 30 days | 31-60 days | 61-90 days | Over 90 days | |||
| Lifetime expected credit losses (gains) | $775 | - | $1 | $- | $- | $776 |
| Total | $108,188 | $7 | $28 | $- | $- | $108,223 |
December 31, 2024
| Not yet due (note) | Past due | Total | ||||
|---|---|---|---|---|---|---|
| Within 30 days | 31-60 days | 61-90 days | Over 90 days | |||
| Gross carrying amount | $111,969 | $180 | $6 | $- | $- | $112,155 |
| Loss ratio | 0~1% | 0~1% | 0~1% | -% | -% | |
| Lifetime expected credit losses (gains) | 940 | 2 | - | - | - | 942 |
| Total | $111,029 | $178 | $6 | $- | $- | $111,213 |
Note: The Group’s note receivables are not overdue.
For the years ended December 31, 2025 and 2024, the movement in the provision for impairment of notes receivable and accounts receivable are as follows:
| Receivables | |
|---|---|
| Balance as at January 1, 2025 | $942 |
| Addition(reversal) for the current period | (166) |
| Balance as at December 31, 2025 | $776 |
| Balance as at January 1, 2024 | $852 |
| Addition(reversal) for the current period | 90 |
| Balance as at December 31, 2024 | $942 |
- Leases
(1) Group as lessee
The Group leases various properties, including real estate such as land and buildings and transportation equipment. The lease terms range from 2 to 20 years.
The effect that leases have on the financial position, financial performance and cash flows of the Group are as follow:
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
a. Amounts recognized in the balance sheet
(a) Right-of-use assets
The carrying amount of right-of-use asset
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Land | $1,954,784 | $2,132,557 |
| Buildings | 131,936 | 164,313 |
| Transportation equipment | - | 539 |
| Total | $2,086,720 | $2,297,409 |
For the years ended December 31, 2025 and 2024, the additions to right-of-use assets of the Group amounting to NT$187,127 thousand and NT$462,465 thousand, respectively.
(b) Lease liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Lease liabilities | $2,168,308 | $2,376,615 |
| Current | $323,844 | $379,760 |
| Non-current | 1,844,464 | 1,996,855 |
Please refer to Note VI.19(4) for the interest on lease liabilities recognized for the years ended December 31, 2025 and 2024, and besides and refer to Note XII.5 for the maturity analysis for lease liabilities.
b. Amounts recognized in the statement of profit or loss
Depreciation charge for right-of-use assets
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Land | $358,437 | $374,647 |
| Buildings | 32,782 | 32,418 |
| Transportation equipment | 539 | 740 |
| Total | $391,758 | $407,805 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
c. Income and costs relating to leasing activities
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| The expense relating to short-term leases | $1,793 | $1,755 |
| The expenses relating to leases of low-value assets (Not including the expenses relating to short-term leases of low-value assets) | 167 | 155 |
| The expenses relating to variable lease payments not included in the measurement of lease liabilities | 13,617 | 5,309 |
d. Cash outflow relating to leasing activities
For the years ended December 31, 2025 and 2024, the Group's total cash outflow for lease liabilities amounting to NT$431,840 thousand and NT$434,666 thousand, respectively.
e. Other information relating to leasing activities
(a) Variable lease payments
Certain property lease contracts of the Group include variable lease payment terms linked to sales, with the amounts tied to a percentage of the sales generated from the underlying leased assets within a specified range. Such variable lease payments are linked to sales, and it is common in the industry in which the Group operates to enter into lease contracts with such variable lease payment terms. As such variable lease payments do not meet the definition of lease payments, those payments are not included in the measurement of the assets and liabilities.
(b) Extension and termination options
Some of the Group's real estate rental agreements contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Group has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. These
64
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable upon the negotiation between the Group and lessors. After the commencement date, the Group reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
(c) Residual value guarantees
The Group has not entered into any lease contracts with residual value guarantees.
- Summary statement of employee benefits, depreciation and amortization expenses by function is as follows:
| Function
Description | For the years ended December 31, 2025 | | | For the years ended December 31, 2024 | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Operating Cost | Operating Expense | Total | Operating Cost | Operating Expense | Total |
| Employee benefits expense | | | | | | |
| Salaries and wages | $107,256 | $837,157 | $944,413 | $103,123 | $806,526 | $909,649 |
| Labor and health insurance | - | 103,135 | 103,135 | - | 94,851 | 94,851 |
| Pension | - | 45,226 | 45,226 | - | 43,022 | 43,022 |
| Other employee benefits expense | - | 27,895 | 27,895 | - | 27,087 | 27,087 |
| Depreciation | 33,205 | 527,095 | 560,300 | 34,154 | 541,384 | 575,538 |
| Amortization | 2,566 | 32,574 | 35,140 | 398 | 35,726 | 36,124 |
Note: The depreciation of investment property recognized as non-operating income and expenses were NT$5,682 thousand and NT$5,281 thousand for the years ended December 31, 2025 and 2024, respectively.
According to the Articles of Incorporation, 1% to 7% of profit of the current year is distributable as employees' compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
thirds of the total number of directors, have the profit distributable as employees' compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders' meeting. Information on the Board of Directors' resolution regarding the employees' compensation and remuneration to directors can be obtained from the "Market Observation Post System" on the website of the TWSE.
A resolution was passed at a Board of Directors meeting held on March 11, 2026 to distribute NT$63,000 thousand and NT$25,200 thousand in cash as employees' compensation and remuneration to directors, respectively. No material differences exist between the estimated amount and the actual distribution of the employee compensation and remuneration to directors for the year ended December 31, 2025.
A resolution was passed at a Board of Directors meeting held on March 12, 2025 to distribute NT$63,000 thousand and NT$25,200 thousand in cash as employees' compensation and remuneration to directors, respectively. No material differences exist between the estimated amount and the actual distribution of the employee compensation and remuneration to directors for the year ended December 31, 2024.
According to the Company's Articles of Incorporation, the Company's directors' compensation is implemented monthly no higher than 3% of profit of the current year. At the end of the year, the performance of directors and related personnel is evaluated in accordance with the Company's "Board of Directors Performance Evaluation Method." The evaluation result is submitted to the Salary and Compensation Committee as the reference for directors' compensation. The proposal is then submitted to the Board of Directors for discussion.
- Non-operating income and expenses
(1) Interest income
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Financial assets measured at amortized cost | $11,528 | $11,620 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(2) Other income
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Rental income | $86,678 | $87,031 |
| Dividends income | 9,908 | 8,103 |
| Others - Card approval reward, etc | 77,240 | 71,936 |
| Total | $173,826 | $167,070 |
Please refer to related Note IX Significant Commitments and Contingent Liabilities for more details on others - card approval reward.
(3) Other gains and losses
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Gains (losses) on disposal of property, plant and equipment | $(335) | $(6,517) |
| Depreciation of investment property | (5,682) | (5,281) |
| Gain on lease modifications | 572 | 9,133 |
| Other gains (losses) - others | (3,308) | (3,823) |
| Total | $(8,753) | $(6,488) |
(4) Financial costs
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Interest on borrowings from bank | $726 | $171 |
| Interest for lease liabilities | 27,459 | 29,207 |
| Other interest expenses | 303 | 273 |
| Total interest expenses | 28,488 | 29,651 |
| Unwinding of discount on provisions | 490 | 497 |
| Total financial costs | $28,978 | $30,148 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
20. Components of other comprehensive income
The components of other comprehensive income for 2025 are as follows:
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income, before tax | Income tax benefit (expense) | Other comprehensive income, net of tax | |
|---|---|---|---|---|---|
| Items that will not be reclassified to profit or loss: | |||||
| Remeasurements of defined benefit plans | $3,013 | $- | $3,013 | $(603) | $2,410 |
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | 42,600 | - | 42,600 | - | 42,600 |
| Total of other comprehensive income | $45,613 | $- | $45,613 | $(603) | $45,010 |
The components of other comprehensive income for 2024 are as follows:
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income, before tax | Income tax benefit (expense) | Other comprehensive income, net of tax | |
|---|---|---|---|---|---|
| Items that will not be reclassified to profit or loss: | |||||
| Remeasurements of defined benefit plans | $20,310 | $- | $20,310 | $(4,062) | $16,248 |
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | 46,048 | - | 46,048 | - | 46,048 |
| Total of other comprehensive income | $66,358 | $- | $66,358 | $(4,062) | $62,296 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
21. Income taxes
(1) The major components of income tax expense for 2025 and 2024 are as follows:
Income tax expense (income) recognized in profit or loss
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Current income tax expense (income): | ||
| Current income tax charge | $181,693 | $183,677 |
| Land value increment tax | 509 | - |
| Adjustments in respect of current income tax of prior periods | 373 | (1,311) |
| Deferred tax expense (income): | ||
| Deferred tax expense (income) relating to origination and reversal of temporary differences | 935 | 1,392 |
| Income tax expense | $183,510 | $183,758 |
Income tax relating to components of other comprehensive income
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Deferred tax expense (income): | ||
| Remeasurements of defined benefit plans | $603 | $4,062 |
(2) Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates was as follows:
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Accounting profit (loss) before tax from continuing operations | $913,529 | $921,853 |
| Tax at the statutory income tax rate | $184,050 | $185,700 |
| Tax effect of revenues exempt from taxation | (1,728) | (1,621) |
| Tax effect of non-deductible expense | 249 | 933 |
| Adjustments in respect of current income tax of prior periods | 373 | (1,311) |
| Land value increment tax | 509 | - |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| 5% surtax on undistributed retained earnings | $57 | $57 |
| Total income tax expense (income) recognized in profit or loss | $183,510 | $183,758 |
(3) Deferred tax assets (liabilities) relate to the following:
For the year ended December 31, 2025
| Beginning balance as at January 1, 2025 | Deferred tax income (expense) recognized in profit or loss | Deferred tax income (expense) recognized in other comprehensive income | Ending balance as at December 31, 2025 | |
|---|---|---|---|---|
| Temporary differences | ||||
| Depreciation difference for tax purpose | $28,720 | $(232) | $- | $28,488 |
| Decommissioning costs | 2,988 | 316 | - | 3,304 |
| Customer loyalty program | 436 | 196 | - | 632 |
| Vacation payment obligations | 2,727 | 349 | - | 3,076 |
| Accrued expense without supports | 2,933 | (1,564) | - | 1,369 |
| Net defined benefit liabilities - non-current | (694) | - | (603) | (1,297) |
| Deferred tax income (expense) | $(935) | $(603) | ||
| Net deferred tax assets (liabilities) | $37,110 | $35,572 | ||
| Reflected in balance sheet as follows: | ||||
| Deferred tax assets | $37,804 | $36,869 | ||
| Deferred tax liabilities | $694 | $1,297 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
For the years ended December 31, 2024
| Beginning balance as at January 1, 2024 | Deferred tax income (expense) recognized in profit or loss | Deferred tax income (expense) recognized in other comprehensive income | Ending balance as at December 31, 2024 | |
|---|---|---|---|---|
| Temporary differences | ||||
| Depreciation difference for tax purpose | $29,328 | $(608) | $- | $28,720 |
| Decommissioning costs | 3,103 | (115) | - | 2,988 |
| Customer loyalty program | 660 | (224) | - | 436 |
| Vacation payment obligations | 2,405 | 322 | - | 2,727 |
| Accrued expense without supports | 3,700 | (767) | - | 2,933 |
| Net defined benefit liabilities - non-current | 3,368 | - | (4,062) | (694) |
| Deferred tax income (expense) | $(1,392) | $(4,062) | ||
| Net deferred tax assets (liabilities) | $42,564 | $37,110 | ||
| Reflected in balance sheet as follows: | ||||
| Deferred tax assets | $42,564 | $37,804 | ||
| Deferred tax liabilities | $- | $694 |
The assessment of income tax returns
As of December 31, 2025, the assessment of the income tax returns of the Company and its subsidiaries was as follows:
| The assessment of income tax returns | |
|---|---|
| The Company | Assessed and approved up to 2023 |
| Subsidiary- Puxiang Development Co., Ltd. | Assessed and approved up to 2023 |
| Subsidiary- Shangyuan Co., Ltd. | Assessed and approved up to 2023 |
- Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
71
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| (1) Earnings per share - basic | ||
| Profit attributable to ordinary equity holders of the Company (in thousands) | $730,019 | $738,095 |
| Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) | 309,043 | 309,043 |
| Basic earnings per share (NT$) - Net income | $2.36 | $2.39 |
| (2) Earnings per share - diluted | ||
| Profit attributable to ordinary equity holders of the Company (in thousands) | $730,019 | $738,095 |
| Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) | 309,043 | 309,043 |
| Effect of dilution: | ||
| Employee compensation - stock (in thousands) | 1,103 | 998 |
| Weighted average number of ordinary shares outstanding after dilution (in thousands) | 310,146 | 310,041 |
| Diluted earnings per share (NT$) - net income | $2.35 | $2.38 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.
VII. RELATED PARTY TRANSACTIONS
Information of the related parties that had transactions with the Group during the financial reporting period is as follows:
Name and nature of relationship of the related parties
| Name of the related parties | Nature of relationship of the related parties |
|---|---|
| Formosa Petrochemical Corporation | Other |
| Vic Hung Petroleum Chemical Co., Ltd. | Other |
| Huei-De Enterprise Co., Ltd. (Note) | Other |
| Odin information Co., Ltd. (Note) | Other |
Note: As of December 18, 2025, it is no longer a related party of the Group.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Significant transactions with the related parties
- Sales
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Other | $896 | $888 |
The terms and conditions to related parties are similar to those with non-related parties.
- Purchase
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Formosa Petrochemical Corporation | $19,514,789 | $21,064,269 |
Since the purchase between the Company and the related parties is a single purchase, the price and payment terms are negotiated between the two parties. The remaining terms and conditions are similar to those with non-related vendors.
- Accounts receivable – related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other | $42 | $136 |
| Less: loss allowance | (1) | (2) |
| Net | $41 | $134 |
- Notes payable - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Formosa Petrochemical Corporation | $1,569,914 | $1,905,377 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
- Accounts payable - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Formosa Petrochemical Corporation | $1,746,371 | $1,758,660 |
- Other non-current assets - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other | $- | $1,500 |
- Leases
(1) Group as lessee
(a) Right-of-use assets
The carrying amount of right-of-use asset
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other | $- | $52,216 |
(b) Lease liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other | $- | $57,469 |
| Current | $- | $4,530 |
| Non-current | - | 52,939 |
(c) Interest for lease liabilities
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Other | $666 | $722 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(d) Income and costs relating to leasing activities
The expenses relating to variable lease payments not included in the measurement of lease liabilities
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Other | $25 | $23 |
- Others – related parties
(1) Operating Expenses
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Other | $1,555 | $2,350 |
The terms and conditions to related parties are similar to those with non-related parties.
(2) Non-operating income and expenses – Interest income
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Other | $26 | $24 |
(3) Non-operating income and expenses – Other income
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Formosa Petrochemical Corporation | $441 | $- |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
- Key management personnel compensation
| For the years ended December 31, 2025 | For the years ended December 31, 2024 | |
|---|---|---|
| Short-term employee benefits | $55,383 | $55,035 |
VIII. PLEDGED ASSETS
The following table lists assets of the Company pledged as security:
| Item | Pledged Assets | Contents | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Other current assets | $12,755 | $12,035 | Oil voucher guaranty, Lease performance guaranty, Tender deposit and Tender royalty deposit |
| Property, plant and equipment | 3,782,928 | 3,794,058 | Oil payment guaranty and Mortgage loan |
| Net investment property | 408,470 | 411,015 | Oil payment guaranty |
| Other non-current assets | 335,476 | 349,357 | Oil payment guaranty and performance bond |
| Total | $4,539,629 | $4,566,465 |
IX. SIGNIFICANT COMMITMENTS AND CONTINGENT LIABILITIES
- As of December 31, 2025, the Company's guarantee notes issued for borrowings and performance bond were NT$6,001,000 thousand.
- In order to promote business, common interests and strategic alliances collaboratively, the Company cooperated with Union Bank to issue co-branded credit card. The contract is effective from July 2016 to June 2026. The Group received card promotion incentives of NT$34,379 thousand (not included tax) for the year ended December 31, 2025, which is accounted for non-operating income and expenses - other income and the deduction of marketing expenses).
- Amounts available under unused letters of credit for purchasing refined petroleum products was NT$1,500,000 thousand.
- As of December 31, 2025, the Group signed construction contracts amounting to NT$36,150 thousand and the unpaid amount was NT$4,095 thousand.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
X. SIGNIFICANT DISASTER LOSSES
None.
XI. SIGNIFICANT SUBSEQUENT EVENTS
None.
XII. Others
- Categories of financial instruments
Financial assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial asset measured at fair value through other comprehensive income | $186,354 | $198,063 |
| Financial assets measured at amortized cost (Note) | 624,389 | 793,213 |
| Total | $810,743 | $991,276 |
Financial liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial liabilities at amortized cost: | ||
| Accounts payable | $3,654,097 | $4,011,902 |
| Long-term borrowings (including current portion) | 2,306 | 4,035 |
| Lease liabilities | 2,168,308 | 2,376,615 |
| Total | $5,824,711 | $6,392,552 |
Note: Including Cash and cash equivalents (excluding cash on hand), notes and accounts receivable (including related party), other receivables (including related party) and refundable deposits.
- Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group
77
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
- Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. The Company bears no interest rate risk or exchange rate risk related to foreign currency as it holds no financial assets/liabilities measured at foreign currency. Market risk comprises interest rate risk and other price risk (such as equity risk).
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank borrowings with fixed interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit to increase/decrease by NT$347 thousand and NT$503 thousand for the years ended December 31, 2025 and 2024, respectively.
Equity price risk
The fair value of the Group’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through other comprehensive income. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are
78
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, a change of 1% in the price of the listed companies stocks classified as equity instruments investments measured at fair value through other comprehensive income could have an impact of NT$1,451 thousand and NT$1,261 thousand on the equity attributable to the Group for the years ended December 31, 2025 and 2024, respectively.
- Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc.
Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group’s Financial Department in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
The Group adopted IFRS 9 to assess the expected credit losses. Except for accounts receivable, the remaining debt instrument investments which are not measured at fair value through profit or loss, low credit risk for these investments is a prerequisite upon acquisition and by using their credit risk as a basis for the distinction of categories. The Group makes an assessment at each reporting date as to whether the debt instrument investments are still considered low credit risk, and
79
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
then further determines the method of measuring the loss allowance and the loss rates.
Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).
When the credit risk on debt instrument investment has increased, the Group will dispose that investment in order to minimize the credit losses. When assessing the expected credit losses, the evaluation of the forward-looking information (available without undue cost and effort) is mainly based on the macroeconomic information and industry information, and the credit loss ratio is further adjusted if there is significant impact from forward-looking information.
- Liquidity risk management
The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments and bank borrowings. The table below summarizes the maturity profile of the Group's financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest.
Non-derivative financial liabilities
| Less than 1 year | 2 to 3 years | 4 to 5 years | > 5 years | Total | |
|---|---|---|---|---|---|
| 2025.12.31 | |||||
| Borrowings | $1,765 | $579 | $- | $- | $2,344 |
| Lease liabilities | 406,732 | 663,372 | 491,740 | 837,731 | 2,399,575 |
| Accounts payable | 3,654,097 | - | - | - | 3,654,097 |
| 2024.12.31 | |||||
| Borrowings | $1,806 | $2,344 | $- | $- | $4,150 |
| Lease liabilities | 398,857 | 688,564 | 520,031 | 889,909 | 2,497,361 |
| Accounts payable | 4,011,902 | - | - | - | 4,011,902 |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
6. Reconciliations of the liabilities from financing activities
Reconciliations of the liabilities for the year ended December 31, 2025:
| Long-term borrowings | Lease liabilities | Other non-current liabilities | Total liabilities from financing activities | |
|---|---|---|---|---|
| 2025.1.1 | $4,035 | $2,376,615 | $53,431 | $2,434,081 |
| Cash flows | (1,729) | (416,263) | 2,231 | (415,761) |
| Non-cash changes | - | 207,956 | (3,013) | 204,943 |
| 2025.12.31 | $2,306 | $2,168,308 | $52,649 | $2,223,263 |
Reconciliations of the liabilities for the year ended December 31, 2024:
| Long-term borrowings | Lease liabilities | Other non-current liabilities | Total liabilities from financing activities | |
|---|---|---|---|---|
| 2024.1.1 | $5,764 | $2,272,712 | $71,361 | $2,349,837 |
| Cash flows | (1,729) | (427,447) | 2,380 | (426,796) |
| Non-cash changes | - | 531,350 | (20,310) | 511,040 |
| 2024.12.31 | $4,035 | $2,376,615 | $53,431 | $2,434,081 |
7. Fair value of financial instruments
(1) The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
a. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair value due to their short maturities.
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities and bonds etc.) at the reporting date.
c. Fair value of equity instruments without market quotations (including unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information.
(2) Fair value of financial instruments measured at amortized cost
The carrying amount of the Group's financial assets (including held-to-maturity financial assets, loans and receivables) and financial liabilities (including loan, bonds payable and lease payable) measured at amortized cost approximate their fair value.
(3) Information about financial instrument fair value level
Please refer to Note XII.8 for fair value measurement hierarchy for financial instruments of the Group.
- Fair value hierarchy
(1) Definition
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 - Unobservable inputs for the asset or liability
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
(2) Fair value measurement hierarchy information
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group's assets and liabilities measured at fair value on a recurring basis is as follows:
December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets: | ||||
| Financial assets at fair value through other comprehensive income | ||||
| Stocks | $145,060 | $- | $41,294 | $186,354 |
December 31, 2024:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets: | ||||
| Financial assets at fair value through other comprehensive income | ||||
| Stocks | $126,053 | $- | $72,010 | $198,063 |
Transfers between Level 1 and Level 2 of the fair value hierarchy
The group had no recurring assets and liabilities transfer between level 1 input and level 2 input for the years ended December 31, 2025 and 2024.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Movements of fair value measurements in Level 3 of the fair value hierarchy
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| Financial assets at fair value through other comprehensive income | |
|---|---|
| Stocks | |
| 2025.1.1 | $72,010 |
| Total comprehensive income recognized for 2025: | |
| Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) | (7,587) |
| Transfers into (out of) Level 3 | (23,129) |
| 2025.12.31 | $41,294 |
| 2024.1.1 | $59,163 |
| Transfer from investments using the equity method in 2024: | |
| Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) | 14,700 |
| Disposals in 2024 | (1,853) |
| 2024.12.31 | $72,010 |
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd) (All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
As at December 31, 2025:
| Valuation techniques | Significant unobservable inputs | Quantitative information | Relationship between inputs and fair value | Sensitivity of the input to fair value | |
|---|---|---|---|---|---|
| Financial assets: Financial asset measured at fair value through other comprehensive income | |||||
| Stocks | Market approach | discount for lack of marketability | 20% | The higher the discount for lack of marketability, the lower the fair value of the stocks | 10% increase (decrease) in the discount for lack of marketability would result in decrease (increase) in the Company’s equity by NT$4,129 thousand |
As at December 31, 2024:
| Valuation techniques | Significant unobservable inputs | Quantitative information | Relationship between inputs and fair value | Sensitivity of the input to fair value | |
|---|---|---|---|---|---|
| Financial assets: Financial asset measured at fair value through other comprehensive income | |||||
| Stocks | Market approach | discount for lack of marketability | 20% | The higher the discount for lack of marketability, the lower the fair value of the stocks | 10% increase (decrease) in the discount for lack of marketability would result in decrease (increase) in the Company’s equity by NT$7,201 thousand |
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Group’s Financial Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. To confirm the reasonableness of the valuation, the Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies at each reporting date.
(3) Fair value measurement hierarchy of the Group’s assets and liabilities not measured at fair value but for which the fair value is disclosed.
85
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Investment property (please refer to Note VI.8) | $- | $- | $2,792,336 | $2,792,336 |
| December 31, 2024: | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Investment property (please refer to Note VI.8) | $- | $- | $2,601,216 | $2,601,216 |
- Significant assets and liabilities denominated in foreign currencies
As of the reporting date, the Group had no outstanding balances of foreign currency assets and liabilities; therefore, no disclosure of related information on foreign currency financial assets and liabilities is required.
- Capital management
The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders or issue new shares.
- Other
None.
XIII. OTHER DISCLOSURE
- Significant transaction information:
(1) Financings provided to others: None.
(2) Endorsement/guarantee provided to others: None.
(3) Significant marketable securities held at the end of the period: please refer to Attachment 1.
(4) Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: please refer to Attachment 2.
86
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
(5) Receivables from related parties with amounts exceeding NT$100 million or 20 percent of capital stock: None.
(6) Significant intercompany transactions between consolidated entities: please refer to Attachment 3.
- Investee information: please refer to Attachment 4.
- Investment in Mainland China: None.
XIV. OPERATING SEGMENT INFORMATION
The main revenue of the Group is the income from the sales of refined petroleum products, which is supplied and sold through the gas stations of the Group. The sales targets are mainly consumers at gas stations. Therefore, the Group was identified as a single operating segment.
87
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(Except for those mentioned particularly, the following amounts are expressed in NT$ thousand dollar)
Attachment 1:
Significant marketable securities held the end of the period:
Unit: NT$ thousand/ Share
| Company | Type | Name of security | Relationship with securities' issuer | Accounts | December 31, 2025 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Carrying amount | Percentage of ownership (%) | Fair value | Status of collateral or pledge provided | |||||
| The Company | Stocks | Taiwan Printed Circuit Board Techvest Co., Ltd. | - | Financial assets at fair value through other comprehensive income - non-current | 1,000,000 | $32,550 | 0.37% | $32,550 | None |
| " | " | Novatek Microelectronics Corp. | - | " | 120,000 | 44,880 | 0.02% | 44,880 | " |
| " | " | Science Park Logistics Co., Ltd | - | " | 859,143 | 16,289 | 1.20% | 16,289 | " |
| " | " | Golden Friends Limited | - | " | 500,000 | 25,005 | 4.24% | 25,005 | " |
| " | " | Nada Holdings Corp. | - | " | 1,007,000 | 67,630 | 3.55% | 67,630 | " |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Attachment 2:
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more:
(Expressed in Thousands of New Taiwan Dollars)
| Purchaser / Seller | Counterparty | Relationship with the counterparty | Transaction | Differences in transaction terms compared to third party transactions | Notes/accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) | Amount | Percentage of total purchases (sales) | Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) | ||||
| The Company | Formosa Petrochemical Corporation | Other | Purchase | $19,514,789 | 98.97% | Mutual agreement | None | None | $(3,316,285) | (99.52) |
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Attachment 3:
Significant intercompany transactions between consolidated entities:
(Expressed in Thousands of New Taiwan Dollars)
| No. (Note 1) | Company name | Counterparty | Relationship (Note 2) | Transaction | |||
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) | ||||
| 0 | National Petroleum Co., Ltd | Puxiang Development Co., Ltd. | 1 | Right-of-use assets | $7,865 | General | 0.07% |
| " | " | " | " | Lease liabilities | 7,914 | General | 0.07% |
| " | " | " | " | Depreciation | 3,933 | General | 0.02% |
| " | " | " | " | Interest expense | 116 | General | 0.00% |
| " | " | Shangyuan Co., Ltd. | 1 | Right-of-use assets | 9,984 | General | 0.08% |
| " | " | " | " | Lease liabilities | 10,376 | General | 0.09% |
| " | " | " | " | Depreciation | 5,990 | General | 0.03% |
| " | " | " | " | Interest expense | 160 | General | 0.00% |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
(1) Parent Company is coded "0".
(2) The subsidiaries are coded starting from "1" in the order.
Note 2: The relationships with counterparties fall into the following three categories; only the category needs to be indicated (if the transaction is between the parent and subsidiaries or among subsidiaries for the same transaction, repeated disclosure is not required). For example, for transactions between the parent company and its subsidiaries, if the parent company has already disclosed them, the subsidiaries do not need to disclose them again; for transactions between subsidiaries, if one subsidiary has already disclosed them, the other subsidiary does not need to disclose them again:
(1) Parent company to subsidiary.
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Notes to the Consolidated Financial Statements of National Petroleum Co., Ltd. and Subsidiaries (cont'd)
(All amounts expressed in Thousands of New Taiwan Dollars unless specified otherwise)
Attachment 4:
Investee information:
Unit: NT$ thousand/ Share
| Investor | Investee | Region | Main Business | Original cost | At the end of period | Investees company net income | Share of Profits/Losses | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the period | End of last year | Number of shares | Percentage | Carrying amount | |||||||
| National Petroleum Co., Ltd | Puxiang Development Co., Ltd. | ROC | Property leasing | $84,489 | $84,489 | 2,000,000 | 100.00% | $45,392 | $2,860 | $(922) | Note 1 |
| Shangyuan Co., Ltd. | ROC | Property leasing | 54,866 | 54,866 | 1,700,000 | 100.00% | 41,531 | 3,858 | (184) | Note 2 |
Note 1: The financial statements of Puxiang Development Co., Ltd. were audited by other auditors. Share of Profits/Losses from investment accounted for under the equity method from Puxiang Development Co., Ltd. amounted to NT$(922) thousand, including share of losses based on the shareholding ratio NT$2,860 and NT$(3,782) thousand, consisting of amortization of the net equity difference of NT$(3,831) thousand and intercompany transactions of NT$(49) thousand. In addition, the cash dividend received for the year of 2024 was NT$1,400 thousand, and accounted for as the deduction of carrying amount.
Note 2: The financial statements of Shangyuan Co., Ltd. were audited by other auditors. Share of Profits/Losses from investment accounted for under the equity method from Shangyuan Co., Ltd. amounted to NT$(184) thousand, including share of losses based on the shareholding ratio NT$3,858 and NT$(4,042) thousand, consisting of amortization of the net equity difference of NT$(3,906) thousand and intercompany transactions of NT$(136) thousand. In addition, the cash dividend received for the year of 2024 was NT$3,434 thousand, and accounted for as the deduction of carrying amount.