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PCM Annual Report 2024

Nov 13, 2024

52275_rns_2024-11-13_899b6a50-a74c-4e6e-a7e3-80d639843fec.pdf

Annual Report

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Stock Code: 3043

Powercom Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report

Add.: 8F., No. 246, Liancheng Rd., Zhonghe Dist., New Taipei City Tel.: (02)2225-8552

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§TABLE OF CONTENTS§

§TABLE OF CONTENTS§ §TABLE OF CONTENTS§
I. Front Cover··············································································· 1
II. Table of Contents········································································ 2
II. Declaration··············································································· 3
III. Independent Auditors’ Report························································ 4-7
IV. Consolidated Balance Sheets······················································ 8
V. Consolidated Statements of Comprehensive Income·························· 9
VI. Consolidated Statements of Changes in Equity································ 10
VII. Consolidated Statements of Cash Flows········································· 11-12
VIII. Notes to Consolidated Financial Statements
1.·······················································································C 13
ompany History·································································
2.·······················································································A 13
pproval Date and Procedures of the Financial Statements···············
3.·······················································································N 13-14
ew standards, Amendments and Interpretations Adopted·················
4.·······················································································S 14-23
ummary of Significant Accounting Policies································
5.·······················································································C 23
ritical Accounting Judgments and Key Sources of Estimation and
Uncertainty······································································
6.·······················································································D 24-36
escription of Major Accounting Items·······································
7.·······················································································R 36-37
elated Party Transactions······················································
8.·······················································································P 37-38
ledged Assets····································································
9.·······················································································S 38
ignificant Contingent Liabilities and Unrecognized Commitments·····
10.····················································································· S 38
ignificant Disaster Loss························································
11.····················································································· S 38
ignificant Subsequent Events·················································
12.····················································································· O 38-47
thers···············································································
13.····················································································· A 47
dditional Disclosures···························································
(1)·············································································· I 47
nformation on significant transactions·······························
(2)·············································································· I 47
nformation on investees················································
(3)·············································································· I 47
nformation on investment in Mainland China······················
(4)·············································································· T 47
he business relationship and significant transactions between the
Company and subsidiaries·············································
(5)·············································································· I 47
nformation of major shareholders····································
14.····················································································· S 47-48
egment Information····························································
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Representation Letter

The entities that are required to be included in the consolidated financial statements of affiliates in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises for the year ended December 31, 2024 are all the same as those included in the consolidated financial statements of POWERCOM CO., LTD. and its subsidiaries prepared in conformity with the International Accounting Standards 27 Consolidated and Separate Financial Statements. Relevant information that should be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of POWERCOM CO., LTD. and its subsidiaries. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

POWERCOM CO., LTD. Ke-Fei Investment Co., Ltd. March 13, 2025

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

POWERCOM Company Limited

Opinion

We have audited the accompanying consolidated financial statements of Powercom Company Limited and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audit and other auditors’ report (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and consolidated statements cash flows for the years then ended in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits entrusted by the Group in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements for the year ended December 31, 2024. 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.

Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2024 are stated as follows:

Allowances for inventory valuation loss

Uninterruptible power supply systems and photovoltaic modules manufactured and sold by the Group, are inventories that are susceptible to price fluctuations in markets, posing higher risks of inventory falling price loss or obsolescence. For the inventories aged beyond specified period and the inventories specifically identified at risk of obsolescence, the Group has account loss for obsolete and slow-moving inventories. The Group’s inventories and allowance to reduce inventory to market could have a significant impact on the financial statements, and consequently identified as a key audit matter. We tested how the management make accounting

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estimates and the data on which they are based, our audit procedures included the following, among others:

  1. Ensured consistent application of accounting policies in relation to allowance to reduce inventory to market in the reporting period and assessed the reasonableness of these policies.

  2. Validated the appropriateness of system logic of inventory aging report utilized by management with the specific identification method, to ensure obsolete inventories aged beyond specified period listed in the report.

  3. Discussed the net realizable value of specific identified obsolete inventories with management, tested the supporting documents.

  4. Evaluated information obtained from physical inventory, and agreed to inventory aging report prepared by management.

  5. Validated respective destocking of inventory part number, compared allowance to reduce inventory to market of each part number with previous period, to evaluate the reasonableness of the Group’s decision on allowance to reduce inventory to market.

- Evaluation of Appropriateness of the cut off of sales revenue recognition

Manufacturing and selling UPS is the main line of business of the cooperation of Powercom. The exportation is mainly commissioning China subsidiary to manufacture and directly ship and sell to clients, and these operating revenue accounts for 38.87% of the consolidated revenue. Sales revenue recognition could have a significant impact on the financial statements, and consequently identified as a key audit matter. Please refer to the notes of the financial statement for the accounting policies on sales revenue recognition and disclosure, our audit procedures included the following, among others:

  1. Understood and conducted the criteria used to determine when to recognize sales revenue and test of controls in audit procedures related internal controls.

  2. Evaluated validity of revenue-related internal controls by sampling order details of main clients and checking shipping certificates of orders.

  3. Ascertained whether sales revenue has been appropriately recognized by sampling subsidiary sales revenue ledger and checking shipping certificates.

  4. Ascertained whether there have been any material sales returns or allowances in the subsequent period.

Other Matter: Reference to Other Auditors’Audit

Among the subsidiaries included in the consolidated financial statements of the Group, the financial statements of Opti International Corporation were not audited by use, but by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in the financial statements of Opti International Corporation and the information disclosed in Note 13 relative to these subsidiaries, is based solely on the audit reports of other auditors. Total assets of Opti International Corporation amounted to NT$147,442 thousand and NT$86,252 thousand, accounting for 9.29%% and 6.73% of consolidated total assets as of December 31, 2024 and 2023, respectively, and total liabilities amounted to NT$94,944 thousand and NT$34,552 thousand, accounting for 9.66% and 3.89% of consolidated total liabilities. Total comprehensive income for the years ended December 31, 2024 and 2023 amounted to NT$6,395 thousand and NT$7,941 thousand, representing 3.03% and (371.73%) of consolidated total comprehensive income, respectively.

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Other Matter: Parent Company Only Financial Statements

We have also audited the parent company only financial statements of Powercom Company Limited as of and for the years ended December 31, 2024 and 2023 on which we have issued an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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

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related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Candor Taiwan CPAs

CPA: Zhu, Wei-Ren CPA: Shi, Dai-Ping

Reference Number of the Audit and Attestation:

Former Securities and Futures Commission, Ministry of Finance No. (75)Taiwan-Finance-Securities-I-15490 Securities and Futures Bureau, FSC No. Financial-Supervisory-Securities-Auditing -1110360121 March 13, 2025

Notes to Readers

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

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POWERCOM CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2024 and 2023 (In thousands of NTD, unless stated otherwise.)

1. Company History

  • Powercom Co., Ltd. (the “Company”) was incorporated and registered as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on April 24, 1987. Securities and Futures Commission approved the public issuance of the Company in May 1999, approved over-the-counter in September 2000, and listed on the Taiwan Stock Exchange (TWSE) in August 2002.

  • The scope of business of the Company and subsidiaries is as follows:

  • (1) Variable-frequency drive of uninterruptible power supply, such electrical equipment and components manufacturing, processing, assembling, and selling.

  • (2) Computer and peripheral equipment manufacturing, selling; software designing and selling.

  • (3) Computer-automated equipment designing, manufacturing, trading, and installation engineering.

  • (4) Power electronic device designing, manufacturing, and trading.

  • (5) Products provided by the preceding paragraph importing and exporting.

  • (6) Distribution pricing and bidding agent for products of related manufacturer.

  • (7) Electric appliance contracting.

  • (8) Batteries manufacturing.

  • (9) General instrument manufacturing.

  • (10) Wholesale of batteries.

  • (11) Wholesale of building materials.

  • (12) Energy technical services.

  • (13) The Company and subsidiaries may operate all business activities that are not prohibited or restricted by law, besides from provided by the preceding paragraph.

2. Approval Date and Procedures of the Financial Statements s

  • The accompanying consolidated financial statements were approved for issue by the Board of Directors on March 13, 2025.

3. New standards, amendments and interpretations adopted

  • (1) Application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).:

IFRS Accounting Standards issued by International Accounting Standards Board (IASB) and endorsed by the FSC into effective from 2024:

  • New, Revised or Amended Standards and Interpretations Effective Date Issued by IASB

  • Amendments to IFRS 16 “Lease Liability in Sale and Leaseback” January 1, 2024 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current”

  • Amendments to IAS 1 “Non-current Liabilities with Covenants January 1, 2024 Amendments to IAS 7 and IFRS 7 “Supplier Finance January 1, 2024 (Note 3) Arrangements”

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The adoption of the IFRS Accounting Standards endorsed by the FSC, would not have a significant impact on the accounting policies of the Company and subsidiaries.

  • (2) The impact of not yet adopting IFRS Accounting Standards endorsed by the FSC

IFRS Accounting Standards issued by International Accounting Standards Board (IASB) and endorsed by the FSC into effective from 2025:

New, Revised or Amended Standards and Interpretations Effective Date Issued by IASB Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 1)

  • Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.

As of the approval date of the consolidated financial statements, the Company and subsidiaries continue to evaluate the impact of the amendments to the other standards and interpretations on the financial status and financial performance; the relevant impact will be disclosed upon completion of the assessment.

  • (3) The IFRS Accounting Standards issued by IASB in issue but not yet endorsed and issued into effect by the FSC
issued into effect by the FSC
New, Revised or Amended Standards and Interpretations
Annual
Improvements
to
IFRS
Accounting
Standards—Volume 11
Amendments to IFRS 9 and IFRS 7 “Amendments to the
Classification and Measurement of Financial Instruments”
Amendments to IFRS 9 and IFRS 7 “Contracts Referencing
Nature-dependent Electricity”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of
Assets between an Investor and its Associate or Joint
Venture”
Amendments to IFRS 17 “Insurance Contract”
Amendments to IFRS 17
Amendments to IFRS 17 "Initial Application of IFRS 17 and
IFRS 9 - Comparative Information"
IFRS
18
“Presentation
and
Disclosure
in
Financial
Statements”
IFRS 19 “Subsidiaries without Public Accountability”
Effective Date Issued by IASB
(Note 1)
January 1, 2026
January 1, 2026
January 1, 2026
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2027
January 1, 2027
  • Note 1: Unless stated otherwise, the above new, revised, or amended standards or interpretations are effective for annual reporting periods beginning on or after their respective effective dates.

As of the approval date of the consolidated financial statements, the Company and subsidiaries continue to evaluate the impact of the amendments to the other standards and interpretations on the financial status and financial performance; the relevant impact will be disclosed upon completion of the assessment.

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4. Summary of Significant Accounting Policies

  • (1) Statement of Compliance The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorse and issued into effect by the FSC.

  • (2) Basis of Preparation The accompanying consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. Inputs to fair value measurement are grouped into Levels 1 to 3 based on the degree to which the fair value is observable and prior:

  • A. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • B. Level 2 fair value measurements are those derived from inputs that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices), but not included quoted prices within Level 1; and

  • C. Level 3 fair value measurements are those inputs for the asset or liability that are unobservable.

  • (3) Standards for Classification of Assets and Liabilities as Current or Non-Current Current assets include :

  • A. Assets held mainly for trading purposes;

  • B. Assets that are expected to be realized within twelve months from the balance sheet date; and

  • C. Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged for or used to settle liabilities more than twelve months after the balance sheet date.

Current liabilities include :

  • A. Liabilities arising mainly from trading activities;

  • B. Liabilities that are to be settled within twelve months from the balance sheet date; and

  • C. Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date.

  • Otherwise they are classified as non-current assets or non-current liabilities.

  • (4) Basis of Consolidation

  • A. The basis for the consolidated financial statements

    • a. All subsidiaries are included in the consolidated financial statements of the Company and subsidiaries. Subsidiaries are all entities (including structured entities) controlled by the Company and subsidiaries. The Company and subsidiaries control an entity when the Company and subsidiaries are exposed, or have rights, to variable returns from the involvement with the entity and have the ability to affect those returns through the power over the entity. Consolidation of subsidiaries begins from the date the Company and subsidiaries obtain control of the subsidiaries and ceases when the Company and subsidiaries lose control of the subsidiaries.

    • b. Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Company and subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company and subsidiaries.

    • c. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the

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non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • d. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • e. When the Company and subsidiaries lose control of a subsidiary, the Company and subsidiaries measure any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Company and subsidiaries lose control of a subsidiary, such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

B. Subsidiaries included in the consolidated financial statements and the changes:

Name of
investors
Name of
subsidiaries
Business
activities
2024.12.31
Shareholding
ratio
2023.12.31
Shareholding
ratio
100.00%
40.00%
-
100.00%
100.00%
73.05%
Note
POWERCOM
CO.,
LTD.
POWERCOM
CO.,
LTD.
POWERCOM
CO.,
LTD.
KER
FONG
INTERNATIONAL
CO., LTD.
KER
FONG
INTERNATIONAL
CO., LTD.
KER
FONG
INTERNATIONAL
CO., LTD.
KER
FONG
INTERNATIONAL
CO., LTD.
OPTI
INTERNATIONAL
CORPORATION
US PCM CO., LTD.
ZHONGSHAN
GUANHONG
ELECTRONIC
CO.,LTD
POWERCOM
(Dongguan)
CO .,LTD.
Powercom
American
Inc.
UPS
manufacturing
and selling
UPS,
computer
and
peripheral
equipment
maintaining
and
selling
Power
generation,
transmission
,
distribution
machinery
and
electronics
components
Manufacturing
UPS
manufacturing
and selling
UPS
manufacturing
and selling
UPS
manufacturing
and selling
100.00%
40.00%
-
100.00%
-
-
Note
1
Note
2
Note
3
Note
4
  • Note 1: Although the Company and subsidiaries hold less than 50% of the common shares of OPTI International Corporation, the Company and subsidiaries de facto control over its operation and financial policy, therefore it is included in the consolidated financial statements.

  • Note 2: The dissolution and liquidation of US PCM CO., LTD. have been resolved by the shareholders meeting on August 1, 2023, and the liquidation has been completed on December 28, 2023.

  • Note 3: The liquidation of KER FONG INTERNATIONAL CO., LTD. has been completed on June 30, 2024.

  • Note 4: KER FONG INTERNATIONAL CO., LTD. has resolved by the board of directors on June 2, 2023 to dissolve and liquidate its subsidiary, Powercom American Inc.. and the liquidation has been completed on June 30, 2024.

C. Subsidiaries not included in the consolidated financial statements:

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Name of
investors
POWERCOM
CO., LTD.
Name of
subsidiaries
Powercom
Yuraku
PTE.,LTD.
Business
activities
reinvestment
2024.12.31
Shareholding
ratio
55.00%
2023.12.31
Shareholding
ratio
55.00%
Note
Note 1
  • Note 1: The Company and subsidiaries invested 41,250 SGD (945 thousand of NTD) in Powercom Yuraku PTE.,LTD. acquiring 55% of shareholding, then invested 31,000 EUR in Yur Power , Yur Power , Yur Power , Yur Power , Yur Power , Yur Power , Yur Power and Yur Power .Because of the investment fell under the materiality threshold, consolidated financial statements for the year ended December 31, 2011 was prepared based on the preliminary financial statements. The Company and subsidiaries temporarily lost control of Powercom Yuraku PTE.,LTD. due to its equity dispute with shareholders in the year ended December 31, 2012 and currently in litigation procedure. Therefore, it was evaluated under cost method then.

  • (5) Foreign Currencies

The consolidated financial statements are presented in New Taiwan Dollars, which is functional and presentation currency of the Company and subsidiaries.

Foreign currency monetary items are are translated into the functional currency using the closing exchange rates at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

Non-monetary items denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Translation differences of non-monetary items denominated in foreign currencies held at fair value through other comprehensive income are are recognized in other comprehensive income.

Non-monetary items denominated in foreign currencies measured in terms of historical cost, are translated with the historical exchange rates at the dates of the initial transactionswithout retranslation.

Assets and liabilities of the Company and subsidiaries, and the foreign operations are translated into New Taiwan dollar at the closing exchange rate at the date of that balance sheet. Income and expenses are translated at average exchange rates of that period, and all resulting exchange differences are recognized in other comprehensive income. On the disposal of a foreign operation (i.e., a disposal of the Company and subsidiaries’ entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In a partial disposal of a subsidiary that does not result in losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the non-controlling interest of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

(6) Property, Plant and Equipment Property, plant and equipment are initially measured at cost and subsequently measured at cost less aaccumulated depreciation and accumulated impairment losses. Property, plant and equipment under construction are measured at cost less any accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

-19-

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (7) Intangible Assets

  • A. Intangible assets acquired separately

    • Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
  • B. Derecognition On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (8) Impairment of Tangible Assets and Intangible Assets At the end of each reporting period, the Company and subsidiaries review the carrying amounts of its tangible assets and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company and subsidiaries estimate the recoverable amount of the cash-generating unit to which the asset belongs.

  • The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss. When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • (9) Non-current Assets Held for Sale Non-current assets are classified as held-for-sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.

When a sale plan would result in loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale, regardless of whether the Company will retain a non-controlling interest in that subsidiary after the sale. Non-current assets classified as held-for-sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease.

When a subsidiary, joint-operation, joint-venture, affiliate or a portion of an interest in joint-venture previously classified as held for sale no longer meets the criteria to be classified as such, it is measured at the carrying amount that would have been recognized as such interests had not been classified as held for sale. The consolidated financial statements for the prior periods with interests classified as held for sale are amended accordingly.

  • (10) Financial Instruments
-20-

Financial assets and financial liabilities are recognized when the Company and subsidiaries become a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • A. Financial assets

  • All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a. Measurement categories

    • Financial assets held by the Company and subsidiaries are classified into financial assets at amortized cost and investments in equity instruments at FVTOCI.

    • (a) Financial assets at amortized cost

    • The Company and subsidiaries’ investment in financial assets that meet all of the following conditions, are classified as financial assets at amortized cost:

    • i. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

    • ii. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

    • Subsequent to initial recognition, financial assets measured at amortized cost, including cash and cash equivalents, accounts receivables, other receivable, other financial assets at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange gains or losses of foreign currency are recognized in profit or loss.

    • Cash and cash equivalents include time deposits which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

    • (b) Investments in equity instruments at FVTOCI

    • On initial recognition, the Company and subsidiaries may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading and recognized contingent consideration by acquirer.

    • Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

    • Dividends on these investments in equity instruments are recognized in profit or loss when the Company and subsidiaries’ right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b. Impairment of financial assets and contract assets The Company and subsidiaries recognize a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost (including accounts receivable).

-21-

The Company and subsidiaries always recognize lifetime ECLs for accounts receivable. For all other financial instruments, the Company and subsidiaries recognize lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company and subsidiaries measure the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Company and subsidiaries recognize an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c. Derecognition of financial assets The Company and subsidiaries derecognize a financial asset only when the contractual rights to the cash flows from the asset expires or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

  • On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss.

If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the previous carrying amount of the larger financial asset shall be allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part derecognized and the consideration received for the part derecognized plus any difference between sum of accumulated profit and loss recognized in other comprehensive income allocated to the part derecognized are recognized in profit or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized on the basis of the relative fair values of those parts.

  • B. Equity instruments

  • Debt and equity instruments issued by the Company and subsidiaries are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Company and subsidiaries are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company and subsidiaries’ own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

  • C. Financial liabilities

  • a. Subsequent measurement

    • Except for the financial liabilities as follows, all financial liabilities are carried at amortized cost using the effective interest method:

Financial liabilities at fair value through profit or loss

-22-

Financial liabilities are classified as at fair value through profit or loss when the financial liabilities are held for trading.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The gain or loss recognized in profit or loss incorporates any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 20(1).

  • b. Derecognition of financial liabilities The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • (11) Revenue Recognition

The Company and subsidiaries identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

  • For a contract where the period between the date the Company and subsidiaries transfer a promised good to a customer and the date the customer pays for that good is one year or less, the Company and subsidiaries do not adjust the promised amount of consideration for any effect of a significant financing component.

  • (12) Leasing as Lessee: Right-of-Use Assets/Lease Liabilities Except for the low-value asset leases and short-term leases that are subject to the applicable recognition exemption, lease payments are recognized as expenses on a straight-line basis during the lease period. Other leases are recognized as right-of-use assets and lease liabilities on the commencement of the lease. Lease liabilities are recognized at the present value of unpaid lease payments discounted at the company’s and subsidiaries’ incremental borrowing rates on the lease commencement date. Lease payments include:

  • A. Fixed payments, less any lease incentives receivable;

  • B. Variable lease payments that depend on an index or rate;

  • C. Amounts expected to be payable by the lessee under residual value guarantees;

  • D. The exercise price of a purchase option that the lessee is reasonably certain to exercise; and

  • E. Payments for terminating the lease unless it is reasonably certain that early termination will not occur.

Subsequently, lease liabilities are measured at amortized cost using the interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from other than a change to the contract, the Company and subsidiaries remeasure the lease liabilities with a corresponding adjustment to the right-of-use assets.

Right-of-use assets are measured at cost on the lease commencement date, the costs include:

  • A. The initial measurement of lease liabilities;

  • B. Any paid lease payment on or before the lease commencement date;

  • C. Any incurred initial direct cost;

  • D. The estimated cost of dismantling, removing and restoring the subject asset to its location, or restoring the subject asset to the condition required by the terms and conditions of the lease.

Subsequently, right-of-use assets are measured at cost and depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. Right-of-use assets are adjusted for any remeasurement of the lease liabilities.

-23-
  • (13) Borrowing Costs

  • Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

  • Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • (14) Employee Benefits

  • A. Short-term employee benefits

    • Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
  • B. Pensions

    • a. Defined contribution plans

      • Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
    • b. Defined benefit plans The net obligation under a defined benefit plan is defined as the present value of the amount of pension benefits that employees will receive on retirement for their services in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company and subsidiaries use interest rates of government bonds (at the balance sheet date) instead.

      • Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

Past service costs are recognized immediately in profit or loss.

  - The pension cost for the interim period is actuarial calculated on the ending date of the previous period, based on the pension cost rate from the beginning of the year to the end. If there are major market changes, major reductions, liquidations, or other major events after the end date, adjustments will be made, and relevant information will be disclosed in accordance with the aforementioned policies.
  • C. Employees’, directors’ and supervisors’ compensation

  • Employees’, directors’ and supervisors’ compensation are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequent actual distributed amounts is accounted for as changes in estimates.

-24-
  • (15) Income Tax

  • The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date, estimated income tax payable or tax refund receivable calculated on taxable income or loss for the current year, and any adjustments to income tax payable or refundable in previous years. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

  • Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets and liabilities are offset when the Company and subsidiaries have a legally enforceable right to set off current tax assets against current tax liabilities, and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity, or different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable the future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

  • (16) Operating Segments

    • The Company and subsidiaries’ consolidated financial statements and financial results are affected by accounting policies, accounting assumptions and estimates. Accounting assumptions and estimates are made by the management as appropriate professional judgments based on historical experience and other factors that are considered relevant.
  • Critical Accounting Judgments and Key Sources of Estimation and Uncertainty In the application of the Company and subsidiaries’ accounting policies, the management is required to make judgments, estimations, and assumptions about on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from estimates.

  • The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • (1) Expected impairment of financial assets Expected impairment of accounts receivable is based on the Company and subsidiaries’ assumption on probability of default and loss given default. The Company and subsidiaries assume and select inputs for impairment test based on historical experience, the current market situation and prospective information. If the actual cash flow in future is less than expected, significant impairment losses may arise.

  • (2) Impairment of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business less the estimated cost required to complete the sale. These estimates are based on current market conditions and historical sales experience of similar products. Changes in market conditions may materially affect these estimates.

  • Description of Major Accounting Items

-25-

(1) Cash and cash equivalents

Cash and cash equivalents
Cash on hand and petty cash
Checking deposit
Demand deposit
Foreign currency deposit
Time deposit
December 31, 2024
$ 459
26
114,754
112,578
51,159
$ 278,976
December 31, 2023
$ 397
50
65,674
172,064
21,188
$ 259,373

As of December 31, 2024, bank deposits with specified or restricted uses amounted to $2,184 thousand, of which $484 thousand was transferred to "Other Financial Assets - Current", and $1,700 thousand was transferred to "Other Financial Assets – Non-current.” As of December 31, 2023, bank deposits with specified or restricted uses amounted to $1,208 thousand, of which $484 thousand was transferred to "Other Financial Assets - Current", and $724 thousand was transferred to "Other Financial Assets – Non-current.”

Foreign currency deposits are calculated at the closing exchange rate on the end date of each year.

For the Company and subsidiaries’ trust agreement with O-Bank, please refer to description of Note 12(4)D.

(2) Notes and accounts receivable, net

Notes receivable
Accounts receivable
Less:
allowance
for
doubtful
accounts
Accounts receivable, net
Notes and accounts receivable,
net
December 31, 2024
$ 11,474
626,934
(
385,269)
241,665
$ 253,139
December 31, 2023
$ 18,091
525,685
(
386,547)
139,138
$ 157,229

Accounts receivable of the Company and subsidiaries are measured at amortized cost.

The Company and subsidiaries adopt the simplified method of IFRS 9 to recognize the allowance loss of accounts receivable based on the ECL during the lifetime. The lifetime ECL is based on consideration of the client’s past default record, current financial situation, and industrial economic situation. The credit loss historical experience of the Company and subsidiaries sets the expected credit loss rate based on the number of days overdue accounts receivable of individual clients.

The Company and subsidiaries measure loss allowance using a provision matrix:

December 31, 2024

December31,2024
Gross carrying amount
Loss(%)
Lifetime ECL
Carrying amount
Punctual
$ 239,396
0%~30%
(
2,463)
$ 236,933
Overdue
0-180days
181 days or more
(Note)
$ 5,146
$ 382,392
1%~50%
50%~100%
(
414)
(
382,392)
$ 4,732
$ -
TOTAL
0-180days
$ 5,146
1%~50%
(
414)
$ 4,732
$ 626,934
(
385,269)
$ 241,665

December 31, 2023

-26-
Gross carrying amount
Loss(%)
Lifetime ECL
Carrying amount
Punctual
$ 139,127
0%~30%
(
1,045)
$ 138,082
Overdue
0-180 days
181 days or more
(Note)
$ 1,117
$ 385,441
1%~50%
50%~100%
(
61)
(
385,441)
$ 1,056
$ -
TOTAL
0-180 days
$ 1,117
1%~50%
(
61)
$ 1,056
$ 525,685
(
386,547)
$ 139,138

Note 1: The notes receivables of the Company and subsidiaries are not overdue.

Note 2: The receivables aged over 360 days are expected to have a low possibility to recover and accounted 100% of loss allowance consequently.

The loss allowance for other receivables of the Company and subsidiaries are also measured at lifetime ECL. As of 2024 and 2023, the other receivables of the Company and subsidiaries amounting to $380,392 thousand and $379,554 thousand, respectively. In consideration of the counterparty’s credit status, losses of $378,369 thousand and $377,902 thousand have been recognized. The residual does not have significant credit risk.

Information on changes in loss allowances of accounts receivables is as follows:

Beginning balance
Add: impairment loss recognized
Less: reversal of impairment loss (actual
write-off)
Write-off due to uncollectibility in
current year
Effect of exchange
Ending balance
2024
$ 386,547
4,222
-
(
8,016)
2,516
$ 385,269
2023
$ 391,827
8,325
(
1,464)
(
11,864)
(
277)
$ 386,547

The Company and subsidiaries signed a syndicated credit agreement with O-Bank and other 23 creditor banks in 2012, transferring all accounts receivable arising from legitimate business activities with specific counterparties in all transactions to the special account of the creditor banks. Please refer to description of Note 12(4)D.

12(4)D.
(3)
Inventory
Merchandise Inventory
Raw Materials
Semi-Finished Goods
Work in Progress
Finished Goods
Raw
Materials
of
Outsourced
Processing
Total Inventories
Less: allowances for inventory
valuation loss
Net Inventories
December 31, 2024
$ 45,048
396,820
95,249
47,930
57,586
95,977
738,610
(
388,757)
349,853
December 31, 2023
$ 27,581
416,454
104,728
40,525
75,550
94,639
759,477
(
430,908)
328,569
-27-
Inventories in Transit
TOTAL
-
$ 349,853
-
$ 328,569

Inventories with 100% of impairment losses provided that have been scrapped in 2024 amounted to $34,872 thousand.

Raw materials of outsourced processing are stocked in ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD (GUANHONG Electronics Factory).Costs related to inventories are as follows:

2024
Inventory transferred to cost of sales
$ 701,478
Inventory Falling Price Loss (Gain
from Price Recovery)
(
8,412)
TOTAL
$ 693,066
(4)
Financial Assets at Fair Value through Other Comprehensive
December 31, 2024
Investment in Equity Instrument
Listed Domestic Stocks
$ 351,744
Unlisted Domestic Stocks
152
Total
$ 351,896
2023 2023
$ 1,054,846
(
7,563)
$ 1,047,283
Profit or Loss – Non-current
December 31, 2023
$ -
175,773
$ 175,773

The Company and subsidiaries invest in the common stocks of the above-mentioned companies according to the medium and long-term strategy, and expect to make profits through long-term investment. The management of the Company and subsidiaries believe that if the short-term fair value fluctuations of these investments are listed in profit or loss, it is inconsistent with the aforementioned long-term investment plan, therefore these investments are designated to be measured at fair value through other comprehensive profits and losses.

The Company and subsidiaries invested SGD41,250 (NT$945 thousand) in Powercom Yuraku PTE LTD. acquiring 55% of shareholding for business need. The Company and subsidiaries temporarily lost control of Powercom Yuraku PTE LTD. due to its equity dispute with shareholders in the year ended December 31, 2012 and currently in litigation procedure. Therefore, it was evaluated under the cost method, and the investment credit balance before adoption of the cost method is still listed under other payables.

The unlisted stocks invested by the Company and subsidiaries were approved for dissolution by the authority on June 16, 2021, but the liquidation has not yet been completed; in addition, the investee handled the first liquidation and distribution in October 2021, distributing the Company and subsidiaries 2,494 thousand shares of unlisted stocks. The unlisted stocks were recognized in financial assets at fair value through other comprehensive income – non-current based on the fair value of $39,150 thousand on the date of liquidation and distribution.

The unrealized gains or losses on financial assets at fair value through other comprehensive income – non-current evaluated by fair value for the years ended December 31, 2024 and 2023 were $176,123 thousand and ($1,437) thousand, respectively.

The Company and subsidiaries pledged 1,500 thousand shares of Taiwan Specialty Chemicals Corporation as collateral for loans. Of which, 1,056 thousand shares have been unpledged on June 29, 2023. Please refer to Note 8 for relevant information.

December 31, 2024 December 31, 2023 Land $ 171,536 $ 171,536 -28-

(5) Property, plant and equipment

Buildings and structures
Machinery equipment
Molding equipment
Transportation equipment
Office equipment
Other equipment
Total
80,649
6,887
136
6,257
1,994
4,088
$ 271,547
82,661
7,733
47
6,811
2,100
5,081
$ 275,969

The details of changes in the cost, depreciation, and impairment losses of property, plant and equipment are as follows: 2024

2024
Cost
Balance as of January
1, 2024
Additions
Disposals
Exchange effects
Balance
as
of
December 31, 2024
Accumulated
depreciation
and
impairment
Balance as of January
1, 2024
Additions
Disposals
Exchange effects
Balance
as
of
December 31, 2024
2023
Cost
Balance as of January
1, 2023
Additions
Disposals
Exchange effects
Balance
as
of
December 31, 2023
Accumulated
depreciation
and
impairment
Balance as of January
1, 2023
Additions
Disposals
Exchange effects
Balance
as
of
December 31, 2023
Land
$ 171,536
-
-
-
$171,536
Land
$ -
-
-
-
$ -
Land
$ 171,536
-
-
-
$171,536
Land
$ -
-
-
-
$ -
Buildings
and
structures
$ 147,347
-
-
1,987
$149,334
Buildings
and
structures
$ 64,686
3,088
-
911
$ 68,685
Buildings
and
structures
$ 148,600
-
-
(
1,253)
$147,347
Buildings
and
structures
$ 62,177
3,071
-
(
562)
$ 64,686
Machinery
equipment
$ 66,465
231
-
655
$ 67,351
Machinery
equipment
$ 58,732
1,269
-
463
$ 60,464
Machinery
equipment
$ 70,725
4,394
(
8,312)
(
342)
$ 66,465
Machinery
equipment
$ 66,408
801
(
8,247)
(
230)
$ 58,732
Molding
equipment
$ 19,627
216
-
-
$ 19,843
Molding
equipment
$ 19,580
127
-
-
$ 19,707
Molding
equipment
$ 27,606
22
(
8,001)
-
$ 19,627
Molding
equipment
$ 27,464
117
(
8,001)
-
$ 19,580
Transportati
on
equipment
$ 10,663
-
-
32
$ 10,695
Transportati
on
equipment
$ 3,852
557
-
29
$ 4,438
Transportati
on
equipment
$ 13,478
-
(
2,836)
21
$ 10,663
Transportati
on
equipment
$ 5,407
608
(
2,175)
12
$ 3,852
Office
equipment
$ 12,893
-
(
4)
300
$ 13,189
Office
equipment
$ 10,793
138
(
4)
268
$ 11,195
Office
equipment
$ 13,925
-
(
855)
(
177)
$ 12,893
Office
equipment
$ 11,627
153
(
830)
(
157)
$ 10,793
Other
equipment
$ 113,360
117
(
3)
827
$114,301
Other
equipment
$ 108,279
1,199
(
3)
738
$110,213
Other
equipment
$ 114,025
190
(
333)
(
522)
$113,360
Other
equipment
$ 107,201
1,872
(
333)
(
461)
$108,279
Total
$ 541,891
564
(
7)
3,801
$ 546,249
Total
$ 265,922
6,378
(
7)
2,409
$ 274,702
Total
$ 559,895
4,606
(
20,337)
(
2,273)
$ 541,891
Total
$ 280,284
6,622
(
19,586)
(
1,398)
$ 265,922

Please refer to Note 8 for the property, plant and equipment pledge as collaterals as of December 31, 2024 and 2023.

The Board of Directors approved to transfer property and other assets to the trust on November 16, 2011, and signed a trust agreement with O-Bank on December 9, 2011, please refer to Note 12(4)B.

-29-
  • (6) Lease transactions - Lessee

  • A. The main objects of the lease by the Company and subsidiaries are land and plants. The lease contract period is 1 to 4 years except for land, which is 40 years. At the end of the lease period, the Company and subsidiaries have no right of first refusal for the leased assets. Partial contracts also provide that the Company and subsidiaries shall not sublease all or part of the leased object without the consent of the lessor.

  • B. Information on the carrying amount, addition and depreciation expenses of the right-of-use assets, and lease liabilities is as follows: a. Carrying amount of leased assets

right-of-use assets, and lease liabilities is as follows:
a. Carrying amount of leased assets
December 31, 2024
December 31, 2023
Land
$ 6,847
$ 6,986
Buildings and structures
2,818
8,757
Total
$ 9,665
$ 15,743
b. Addition of right-of-use assets
2024
2023
Buildings and structures
$ -
$ 5,160
c. Depreciation expenses of right-of-use assets recognized
2024
2023
Land
$ 383
$ 377
Buildings and structures
5,939
5,798
$ 6,322
$ 6,175
d. Lease liabilities
December 31, 2024
December 31, 2023
Current
$ 2,240
$ 6,233
Non-current
158
2,398
Total
$ 2,398
$ 8,631
December 31, 2023
$ 6,986
8,757
$ 15,743
2023
$ 5,160
$ 377
5,798
$ 6,175
December 31, 2023
$ 6,233
2,398
$ 8,631
  • C. Information on profit or loss items related to lease contracts:
2024
Items affecting profit or
loss
Interest expenses of lease
liabilities
$ 764
2023
$ 1,147
  • D. Cash outflows from leasing of the Company and subsidiaries in 2024 and 2023 are $6,997 thousand and $6,906 thousand, respectively.

  • E. The Company and subsidiaries apply the recognition exemption to leases such as buildings that qualify for short-term leases and office equipment that qualify for low-value asset leases, and do not recognize the relevant right-of-use assets and lease liabilities.

(7) Borrowings

A. Short-Term Borrowings

Borrowings
A. Short-Term Borrowings
Bank borrowings December 31, 2024
$ 62,474
December 31, 2023
$ 101,669
-30-
Interest rate interval 3.50% 3.50%
B. Short-Term Notes Payable
December 31, 2024 December 31, 2023
Short-term notes payable $ 33,600 $ 38,400
Discount
on
short-term
notes
payable - -
Short-term notes payable, net $ 33,600 $ 38,400
Interest rate interval 2.9458%~3.2176% 2.8538%~3.0300%
Period 2024.01.15~2025.01.15 2023.01.16~2024.01.15
C. Long-Term Borrowings
Interest rate interval
3.50%
B. Short-Term Notes Payable
December 31, 2024
Short-term notes payable
$ 33,600
Discount
on
short-term
notes
payable
-
Short-term notes payable, net
$ 33,600
Interest rate interval
2.9458%~3.2176%
Period
2024.01.15~2025.01.15
C. Long-Term Borrowings
Interest rate interval
3.50%
B. Short-Term Notes Payable
December 31, 2024
Short-term notes payable
$ 33,600
Discount
on
short-term
notes
payable
-
Short-term notes payable, net
$ 33,600
Interest rate interval
2.9458%~3.2176%
Period
2024.01.15~2025.01.15
C. Long-Term Borrowings
Interest rate interval
3.50%
B. Short-Term Notes Payable
December 31, 2024
Short-term notes payable
$ 33,600
Discount
on
short-term
notes
payable
-
Short-term notes payable, net
$ 33,600
Interest rate interval
2.9458%~3.2176%
Period
2024.01.15~2025.01.15
C. Long-Term Borrowings
Interest rate interval
3.50%
B. Short-Term Notes Payable
December 31, 2024
Short-term notes payable
$ 33,600
Discount
on
short-term
notes
payable
-
Short-term notes payable, net
$ 33,600
Interest rate interval
2.9458%~3.2176%
Period
2024.01.15~2025.01.15
C. Long-Term Borrowings
3.50% 3.50% 3.50%
December 31, 2023
$ 38,400
-
$ 38,400
2.8538%~3.0300%
2023.01.16~2024.01.15
Creditor
Loanperiod
Shanghai
Commercial
& Savings
Bank OBU
2012.4.20~2025.4.20
O-Bank
2012.4.20~2025.4.20
Land Bank of
Taiwan
2012.4.20~2025.4.20
E.SUN Bank
2012.4.20~2025.4.20
Taiwan
Cooperative
Bank
2012.4.20~2025.4.20
First Bank
2012.4.20~2025.4.20
Hua Nan Bank
2012.4.20~2025.4.20
Chang
Hwa
Bank
2012.4.20~2025.4.20
Bank
of
Taiwan
2012.4.20~2025.4.20
EnTie Bank
2012.4.20~2025.4.20
Yuanta Bank
2012.4.20~2025.4.20
Sunny Bank
2012.4.20~2025.4.20
Mega Bank
2012.4.20~2025.4.20
Taishin Bank
2012.4.20~2025.4.20
KGI Bank
2012.4.20~2025.4.20
Taichung Bank
2012.4.20~2025.4.20
Union Bank of
Taiwan
2012.4.20~2025.4.20
Total
Less: long-term borrowings due within o
one operating cycle
Net amount
Loanperiod December 31, 2024
Interest
rate
Amount
6.11%
$ 36,353
3.57%
26,317
3.57%
9,585
3.57%
13,159
3.57%
25,791
3.57%
$ 5,264
3.57%
1,085
3.57%
30,009
3.57%
4,211
3.57%
4,975
3.57%
12,405
3.57%
22,023
3.57%
12,830
3.57%
6,297
3.57%
22,382
3.57%
26,317
3.57%
7,634
$ 266,637
ne year or
(
274,270)
$ -
December 31, 2023
Interest
rate
Interest
rate
Amount
6.11%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
3.57%
ne year or
7.29%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
3.38%
$ 35,327
27,307
9,946
13,654
26,761
$ 5,461
1,126
31,137
4,369
5,162
12,872
22,851
13,312
6,534
23,223
27,307
7,921
$ 274,270
(
266,637)
$ -

edit agreement with O-Bank and 23 other banks, please refer to description of Note 12(4)D.

(8) Current provisions

Note 12(4)D.

Current provisions
Provisions for employee benefits
Provisions for legal claims
Total
December 31, 2024
$ 1,182
75,066
$ 76,248
December 31, 2023
$ 1,234
75,066
$ 76,300
-31-

Estimated provisions for the Company and subsidiaries due to legal proceedings, please refer to Note 12(4)A.

  • (9) Pensions

  • A. Defined contribution plans

    • The plan under the Labor Pension Act is deemed a defined contribution plan. Pursuant to the Labor Pension Act, the Company and subsidiaries have made monthly contributions no less than 6% of each employee’s monthly salary to employees’ pension accounts. Accordingly, the contributions recognized as expenses in the consolidated statements of comprehensive income amounted to $5,492 thousand and $5,698 thousand for the years ended December 31, 2024 and 2023, respectively.
  • B. Defined benefit plans

    • The Company and subsidiaries have defined benefit plans under the Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company and subsidiaries contribute an amount equal to 2% of salaries paid each month to their respective pension funds, which are administered by the Labor Pension Fund Supervisory Committee and deposited in the Committee’s name in the Bank of Taiwan. The Funds are operated separately from the Company and subsidiaries, therefore not included in the consolidated financial statements.

The most recent actuarial valuation of the current value of planned assets and defined benefit plans was performed on December 31, 2024. The present value of a defined benefit obligation and related current and previous service costs are measured by the projected unit credit method.

  • a. Key assumptions of actuarial valuation were as follows:
Date of valuation
Discount rate
Expected increase rate of
salary
December 31,
2024
1.500%
2.000%
December 31,
2023
1.250%
2.000%
  • b. The amounts recognized in respect of these defined benefit plans were as follows:
follows:
2024 2023
Financial cost $ 391 $ 471
Expected return on plan assets ( 371) ( 341)
Total $ 20 $ 130
c.
The amount included in the balance sheet of the Company and subsidiaries’
obligations arising from the defined benefit plans were listed as follows:
2024 2023
Current
value
of
partial
appropriation of defined benefit
obligation ($ 27,411) ($ 31,269)
Fair value of plan assets 28,868 27,109
Appropriation status 1,457 ( 4,160)
Unrecognized
previous
service
cost - -
Net assets (liabilities) of defined
benefit obligation $ 1,457 ($ 4,160)
-32-
  • d. Changes in the present value of a defined benefit obligation were listed as follows:
follows:
2024 2023
Defined
benefit
obligation
on
January 1 ($ 31,269) ($ 36,490)
Financial cost ( 391) ( 471)
Remeasurements of net liabilities (assets) of defined
benefit
Actuarial gain or loss arising
from
experience
adjustments 726 1,086
Actuarial gain or loss arising
from changes in financial
assumptions 628 ( 379)
Benefits paid 2,895 4,985
Defined
benefit
obligation
on
December 31 ($ 27,411) ($ 31,269)
e.
Changes on fair value of plan assets were listed as follows:
2024 2023
Fair value of plan assets on
January 1 $ 27,109 $ 24,174
Expected return on plan assets 371 341
Remeasurements 2,367 189
Contributions from employer 1,916 7,390
Benefits paid ( 2,895) ( 4,985)
Fair value of plan assets on
December 31 $ 28,868 $ 27,109
f.
The percentage of fair value
of the plan assets at the end of reporting
period was as follows:
December 31, 2024 December 31, 2023
Cash (special account in Bank of
Taiwan) 100% 100%
  • f. The percentage of fair value of the plan assets at the end of reporting period was as follows:

  • g. The amount of pension expenses related to the defined benefit plans recognized in the consolidated statements of comprehensive income for the years ended December 31, 2024 and 2023, were calculated based on the actuarial assumptions on December 31, 2024 and 2023, respectively, and the amounts are $20 thousand and $130 thousand respectively; the accumulated remeasurement amounts of the defined benefit plans recognized in other comprehensive income were $3,721 thousand and $896 respectively.

  • h. When calculating the current value of defined benefit obligations, the Company and subsidiaries shall use judgment and estimate relevant actuarial assumptions on balance sheet date, including discount rate and expected changes on salary. Any change on actuarial assumptions could have significant influence on the amount of the Company’s defined benefit obligations.

  • i. As of December 31, 2024, the Company’s carrying amount of net defined benefit liability was $27,411 thousand. If the discount rate adopted increases or decreases by 0.25%, net defined benefit liabilities recognized

-33-

would decrease by $608 thousand or increase by $628 thousand, respectively. If the expected increase rate on salary increases or decreases by 0.25%, the accrued pension liabilities recognized would increase by $614 thousand or decrease by $597 thousand, respectively.

(10)
Equity
Authorized capital
Share capital
Capital surplus
Total share capital and capital
surplus
December 31, 2024
$ 2,500,000
$ 389,756
-
$ 389,756
December 31, 2023
$ 2,500,000
$ 389,756
-
$ 389,756
  • A. As of December 31, 2024 and 2023, the authorized number of shares was 250,000 thousand. A holder of issued common shares with a par value of $10 per share is entitled to vote and to receive dividends.

  • (11) Retained Earnings and Dividends Policies

  • According to the Articles of Incorporation, if there are earnings in annual accounts, the Company and subsidiaries shall pay taxes and dues, cover losses and then set aside 10% as legal reserve and set aside or reverse special reserve in accordance with related laws. If there are earnings remained and accumulated undistributed retained earnings from the previous year, the distribution or reservation shall be conducted in accordance with a resolution passed during shareholders’ meeting.

  • According to the current Articles of Incorporation, if there is remained after retaining to cover accumulated losses from pre-tax current income deduct the income before distributing employees’, directors’ and supervisors’ compensation, the Company and subsidiaries shall allocate no less than 5% for employees’ compensation and no higher than 2% for directors’ and supervisors’ compensation. Determination on the Company’s distribution rate of employees’, directors’ and supervisors’ compensation, and the employees’ compensation distributing in cash or stock are made by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors. Employees’ compensation distributed to employees of affiliated companies who meet certain conditions in cash or stock are included. Estimation basis and actual distribution of employees’, directors’ and supervisors’ compensation, please refer to Note 6(13)E.

The Company has resolved to approve the proposal for offsetting losses of 2023 and 2022 on June 26, 2024 and June 26, 2023.

The information about the distribution proposal approved by the board of directors and earnings distribution resolved by the shareholders meeting is available at the Market Observation Post System website of TWSE.

  • (12) Revenue
)
Revenue
Revenue
from
contracts
with
customers
Revenue from sale of goods
Revenue from maintenance
2024
$ 869,679
12,812
2023
$ 1,314,904
12,037
-34-

Total

$ 882,491 $ 1,326,941

Total
$ 882,491
Total
$ 882,491
Total
$ 882,491
Total
$ 882,491
$ 1,326,941
(13)
Net Profit (Loss) from Continuing Operations
Items included in net profit (loss) of continuing operations were as follows:
A. Other Revenue
2024 2023
Interest income $ 3,468 $ 2,282
Rent income 1,493 1,341
Dividend income 2,025 1,377
Other revenue - others 32,749 5,798
Total $ 39,735 $ 10,798
B. Other gains and losses
2024 2023
Exchange gains (losses) $ 23,065 $ 28,541
Gains (losses) on disposals of
property, plant and equipment - ( 559)
Losses
on
compensation
of
litigations - ( 58,689)
Other losses ( 8) ( 4,526)
Total $ 23,057 ($ 35,233)
C. Financial Costs
2024 2023
Bank loan interest $ 15,988 $ 16,593
Lease liability interest 764 1,147
$ 16,752 $ 17,740
D. Depreciation and Amortization
2024 2023
Property, plant and equipment $ 6,378 $ 6,622
Right-of-use assets 6,322 6,175
Intangible assets 89 81
Total $ 12,789 $ 12,878
2024 2023
Summary
of
depreciation
and
amortization by function
Operating costs $ 9,504 $ 9,071
Operating expenses 3,285 3,807
Total $ 12,789 $ 12,878
E. Employee Benefit Expenses
2024 2023
Short-term employee benefits
Salary and Wages $ 147,739 $ 179,647
Insurance expenses 17,902 22,136
Subtotal 165,641 201,783
Pensions
Defined contribution plans 5,492 5,698
Defined benefit plans 20 130
Subtotal 5,512 5,828
-35-
Defined benefit plans
Subtotal
Others
Total
Summary of employee benefit
expenses by function
Operating costs
Operating expenses
Total
20
5,512
6,829
$ 177,982
2024
$ 76,134
101,848
$ 177,982
130
5,828
6,070
$ 213,681
2023
$ 103,656
110,025
$ 213,681

According to current Articles of Incorporation, the Company and subsidiaries allocate the pre-tax income before deducting the distribution of employees’, directors’ and supervisors’ compensation in the current year at no less than 5% for employees’ compensation and no higher than 2% for directors’ and supervisors’ compensation.

If there are changes after the issue date of annual consolidated financial statements, the Company shall treat them as changes in accounting estimates, and adjust and record in the next year.

As the Company and subsidiaries have no earnings after covering the accumulated deficit in 2024 and 2023, employees’, directors’ and supervisors’ compensation was not accrued.

For the Company and subsidiaries’ employees’, directors’ and supervisors’ compensation, please refer to the MOPS.

(14) Income Tax

  • A. The main items of income tax expense (benefit) recognized in gains or losses were as follows:
were as follows:
Current income tax
Charge for the current period
Deferred income tax
Origination
and
reversal
of
temporary difference
Total
B. Income tax recognized in
Exchange
differences
resulting
from
translating
the
financial
statements of foreign operations
Unrealized
gain
or
loss
on
financial
assets
at
fair
value
through
other
comprehensive
income
Premeasurement
of
defined
benefit plans
TOTAL
2024
2023
$ 7,785
$ 7,503
154
1,373
$ 7,939
$ 8,876
other comprehensive income
2024
2023
$ -
$ -
-
-
-
-
$ -
$ -
2023
$ 7,503
1,373
$ 8,876
$ -
-
-
$ -

C. Changes in deferred tax assets and liabilities recognized are as follows:

-36-
Temporary
differences
Deferred tax
assets:
Losses on bad
debts
Inventory
valuation
losses
Unrealized losses
on exchange
Loss
carryforwards
Others
Subtotal
Deferred tax
liabilities:
Unrealized losses
on exchange
Subtotal
Total
Temporary
differences
Deferred tax
assets:
Losses on bad
debts
Inventory
valuation
losses
Unrealized losses
on exchange
Loss
carryforwards
Others
Subtotal
Deferred tax
liabilities:
2024
January 1
$ 6,413
1,371
293
8,620
1,540
$ 18,237
($ 53)
($ 53)
$ 18,184
Recognized
in profit or
loss
$ 651
-
1,183
(
540)
(
1,193)
$ 101
($ 255)
($ 255)
($ 154)
2023
Recogn
ized in
other
compre
hensive
income
$ -
-
-
-
-
$ -
$ -
$ -
$ -
December 31
$ 7,064
1,371
1,476
8,080
347
$ 18,338
($ 308)
($ 308)
$ 18,030
January 1
$ 6,245
2,158
2,160
7,489
1,551
$ 19,603
Recognized
in profit or
loss
$ 168
(
787)
(
1,867)
1,131
(
11)
($ 1,366)
Recogn
ized in
other
compre
hensive
income
$ -
-
-
-
-
$ -
December 31
$ 6,413
1,371
293
8,620
1,540
$ 18,237
-37-
Unrealized losses
on exchange
Subtotal
Total
($ 46)
($ 46)
$ 19,557
($ 7)
($ 7)
($ 1,373)
$ -
$ -
$ -
($ 53)
($ 53)
$ 18,184
  • D. Taxation losses were under the Income Tax Act, made on net income after deduction of losses incurred in the preceding 10 years as verified and determined by the local collection authority-in-charge. These items were not recognized in deferred income tax assets because the Company and subsidiaries were unlikely to have sufficient taxable income available for temporary difference in the future.

  • E. As of December 31, 2024, the due and amount of tax loss not yet recognized in deferred income tax assets by the Company and its domestic subsidiaries were as follows:

As of December 31, 2024, the due
deferred income tax assets by the
as follows:
and amount of tax loss no
Company and its domesti
Last deductible year Undeducted Balance
2025
2026
2027
2028
2029
2030
2031
2034
Total
$ 100,801
78,916
9,647
43,258
139,792
174,464
54,956
15,891
$ 617,725
  • F. As of December 31, 2024, the income tax assessment situation of the Company and subsidiaries was as follows
POWERCOM CO.,LTD.
OPTI
INTERNATIONAL
CORPORATION
Year of Approvement
2022
2022
  • (15) Earnings (Losses) Per Share

  • A. Basic earnings (losses) per share

POWERCOM CO.,LTD.
2022
OPTI
INTERNATIONAL
CORPORATION
2022
)
Earnings (Losses) Per Share
A. Basic earnings (losses) per share
2024
Net income (loss) in thousand
dollars
$ 37,185
Weighted
average
number
of
ordinary shares for calculating
basic earnings per share
38,976 thousand shares
Basic earnings (losses) per share
$ 0.95
B. Diluted earnings (losses) per share
2024
Net income (loss) in thousand
dollars
$ 37,185
Weighted
average
number
of 38,976 thousand shares
2023
($ 4,822)
38,976 thousand shares
($ 0.12)
2023
($ 4,822)
38,976 thousand shares
-38-

ordinary shares for calculating basic earnings per share Diluted earnings (losses) per share $ 0.95 ($ 0.12)

7. Related Party Transactions

Transactions between the Company and subsidiaries and related parties were as follows:

(1) Name and relationship with the Company and subsidiaries of related party Name of related party (in Relationship with the Company and abbreviation) subsidiaries Powercom Yuraku PTE LTD. Associates Powercom Yuraku SA. Ltd Associates YUR POWER ~ Associates CHANG,FONG-HAO Other related parties (Chairperson of the Company’s subsidiary) YANG,SHU-YAN Other related parties JHANG,ZAI-FU Other related parties Hui Ming Energy Technology Co., Other related parties Ltd.

(2) Compensation of directors, supervisors, and main management

2024
Short-term employee benefits
$ 2,880

Related party significant transactions
A. Other receivables
December 31, 2024
Associates
$ 378,369
Less: Allowance for bad
debts
(
378,369)
Net
$ -
B.
Other payables
December 31, 2024
Associates
$ 5,232
C.
Other related party transaction
a.
Refundable deposits
December 31, 2024
Other related parties
$ 1,088
b.
Rental expenses
2024
Other related parties
$ 4,339
c.
Financing: refer to Table 1.
2023
$ 2,402
December 31, 2023
$ 355,324
(
355,324)
$ -
December 31, 2023
$ 5,232
December 31, 2023
$ 1,088
2023
$ 4,339

(3) Related party significant transactions

d. Endorsements/guarantees provided between related parties: refer to Table 2.

  • e. Others:
-39-

The former Chairman of the Company and the chairman subsidiary, CHANG,FONG-HAO, used the privately owned premises as collateral for the loan from O-Bank until December 31, 2024.

8. Pledged Assets

The Company and subsidiaries have assets provided as either guaranteed or subject to restrictions:

trictions:
Checking and savings (recognized
in other financial assets)
Property, plant, and equipment
Right-of-use assets
Non-current financial assets at fair
value through other comprehensive
income
Total
December 31,
2024
December 31,
2023
Note
$ 2,184
252,185
6,847
77,337
$ 1,208
254,197
6,986
38,553
Note 1
Note 2, 3
Note 3
Note 4, 5
$ 338,553 $ 300,944
  • Note 1: The pledged demand deposits in NTD and foreign currency demand deposits in US dollars were guarantees for the syndicated loans.

  • Note 2: The Company provided land and buildings of plants on Liancheng Road and Jian 1st Road, Zhonghe District, New Taipei City as guarantees for loans.

  • Note 3: The subsidiary, ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD, provided land and buildings as guarantees for loans.

  • Note 4: The Company and subsidiaries provided 444 thousand shares of Taiwan Specialty Chemicals Corporation as guarantees for syndicated loans.

  • Note 5: The Company and subsidiaries provided 1,056 thousand shares of Taiwan Specialty Chemicals Corporation as guarantee for other notes payables. The shares have been unpledged on June 29, 2023.

  • Note 6: The Company provided 8,610 thousand shares of POWERCOM AMERICA INC., and 1,200 thousand shares of OPTI INTERNATIONAL CORPORATION as guarantees for syndicated loans.

9. Significant Unrecognized Commitments

  • (1) As of December 31, 2024 and 2023, the Company and subsidiaries signed short-term lease contract as lessee. According to the contract, the total rent payable in the future years would be $4,086 thousand and $5,878 thousand, respectively. Issued and not yet cashed notes were $1,276 thousand and $3,859 thousand, respectively.

  • (2) The former Chairperson of the Company promised to use future salary to offset the unpaid amount of joint and several liability shared with the Company, refer to Note 12(4) C.

10. Significant Disaster Loss: None.

  1. Significant Subsequent Events: None.

12. Others

  • (1) Financial Instruments

  • A. Types of financial instruments

December 31, 2024

December 31, 2023

Financial assets

-40-
Cash and cash equivalents
Receivables
and
other
receivables
Other financial assets – current
Financial assets at fair value
through other comprehensive
income – non-current
Other
financial
assets

non-current
Refundable deposits
Financial liabilities
Short-term borrowings
Short-term notes payables
Notes and accounts payables
Other
payables
(including
dividends)
Long-term
borrowings
(including current portion)
Lease liabilities
Guaranteed deposits received
December 31, 2024
$ 278,976
255,162
1,776
$ 351,896
1,700
20,461
62,474
33,600
242,429
228,268
266,637
2,398
59
December 31, 2023
$ 259,373
158,881
1,776
$ 175,773
724
20,448
101,669
38,400
117,028
218,944
274,270
8,631
57
  • B. Fair value of financial instruments

  • a. Fair value of financial assets measured at amortized cost The Company and subsidiaries are of the opinion that the carrying amount of financial assets and financial liabilities measured at amortized cost in the consolidated financial statements, are reasonably approach to their fair values.

  • b. Fair value measurement recognized in the consolidated balance sheet The analysis of financial instruments measured by fair value after original recognition. The measurement grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

    • (a)Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

    • (b)Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

    • (c)Level 3 fair value measurements are those inputs for the asset or liability that are unobservable.

December 31, 2024

Level 1
Non-current financial assets measured at fair
value through other comprehensive income
Listed Domestic Stocks -
equity investment
$ 351,744
Level 1 Level 2 Level 3 Total
$ - $ - $ 351,744
-41-
Unlisted Domestic Stocks
- equity investment
Total
- - 152
152
$ 351,744 $ - $ 152
$ 351,896
Level 1
Non-current financial assets measured at fair
value through other comprehensive income
Unlisted Domestic Stocks
- equity investment
$ -
December 31, 2023 December 31, 2023
Level 1 Level 2 Level 3 Total
$ 175,773
$ - $ 175,773

Unlisted Domestic Stocks
- equity investment
  • c. Quantitative information for fair value measurement of significant unobservable inputs (level 3):

  • The Company’s fair value measurement classified as level 3 including mainly financial assets measured at fair value through other comprehensive profit and loss - equity securities investment. The Company’s fair values classified as level 3 with only a single significant unobservable input, and only equity instrument investments lack of marketability had multiple significant unobservable inputs. Significant unobservable inputs of equity instrument investment lack of marketability were independent of each other, there was no interrelationship consequently. The quantitative information list of significant unobservable input values was as follows:

Item Fair value on
2024.12.31
$ 351,744
152
Fair value on
2023.12.31
$ 175,621
152
Valuation technique Significant unobservable
inputs
Relationship between
significant unobservable
inputs andfairvalue
Listed stock
Unlisted stock
Item
The average transaction
price of the non-active
market on the last day of
the end of the reporting
period
Asset-based
approach
and
public
company
comparable
market
approach
Valuation technique
N/A
Discount
for
lack
of
marketability (10%~30%)
Discount
for
lack
of
marketability (20.06%)
Significant unobservable
inputs
N/A
•The higher equity multiplier,
the higher fair value
•The more discount for lack
of marketability, the lower
fair value
Relationship between
significant unobservable
inputs andfairvalue
Emerging
market
stock
Unlisted stock
The average transaction
price of the non-active
market on the last day of
the end of the reporting
period
Asset-based
approach
and
public
company
comparable
market
approach
N/A
Discount
for
lack
of
marketability (10%~30%)
Discount
for
lack
of
marketability (20.06%)
N/A
•The higher equity multiplier,
the higher fair value
•The more discount for lack
of marketability, the lower
fair value
-42-
  - d. The Company’s financial instruments classified as level 3 fair value adopted third-party pricing information for the fair value. Since the unobservable input determining the fair value was not established by the company when measuring the fair value, its quantitative information and sensitivity analysis were not intended to be disclosed.

  - e. For the year ended December 31, 2024, as the emerging market stocks invested by the Company and subsidiaries were approved to be traded in TPEx by the competent authorities on September 20, 2024, the fair value hierarchy was transferred from level 3 to level 1. For the year ended December 31, 2023, there was no transfer of fair value hierarchy.
  • (2) Purpose of Financial Risk Management The financial risk management and risk management objectives of the Company and subsidiaries were to manage financial risks related to operating activities, including market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk. In order to reduce related financial risks, the Company and subsidiaries were committed to identifying, assessing and avoiding market uncertainties, so as to reduce the potential adverse impact of market changes on the Company’s financial performance. The Board of Directors of the Company and subsidiaries supervise how the management controls the Company and subsidiaries’ compliance to financial risk management policies and procedures, and review the appropriateness of the Company and subsidiaries’ financial risk management framework related to the facing risks. Internal auditors assist the Board of Directors of the Company and subsidiaries to supervise. These personnel conduct regular and exceptional review of financial risk management controls and procedures, and report the results of review to the Board of Directors.

  • A. Market risk

    • Market risk refers to the risk that the Company and subsidiaries’ income or the value of financial instruments be affected by changes in market prices, such as changes in exchange rates and interest rates. The goal of market risk management is to control the exposure to market risks within a tolerable range and to optimize investment returns. The Company and subsidiaries were mainly exposed to market risks such as changes in foreign currency exchange rates and interest rates, and used certain derivative to manage related risks. As of the end of 2024, there was no change in the risk exposure, management and measurement methods related to financial instrument market risks.

    • a. Risk of foreign currency exchange rate The Company and subsidiaries’ operating activities and the net investment of foreign operation were mainly traded in foreign currencies, generating exchange rate risks. The strategy of exchange rate risk management was to review net positions of assets and liabilities in various currencies on a regular basis, and carry out risk management on the net positions. In order to avoid the decrease in the value of foreign currency assets and fluctuations in future cash flows due to exchange rate changes, selection of hedging instrument for exchange rate risks was based on the cost and the period of hedging. The short-term borrowings and the short-term bills payable of the Company and subsidiaries, would generate no significant risk of interest rate changes due to the short transaction period. The long-term borrowings of the Company and

-43-

subsidiaries were regularly evaluated for the trend of interest rate changes to response timely to reduce the impact of interest rate changes on future cash flows. The Company and subsidiaries expected to have no significant risk of market interest rate changes. The details of foreign currency assets and liabilities of the Company and subsidiaries with significant impact on the financial statements were as follows: December 31, 2024

December 31, 2024 024
Foreign currency
(thousand dollars)
Financial assets
monetary items
USD: NTD
$ 10,824
EUR: NTD
47
December 31, 2023
Foreign currency
(thousand dollars)
Financial assets
monetary items
USD: NTD
$ 9,557
EUR: NTD
85
Foreign currency
(thousand dollars)
Exchangerate Carrying amount
(thousands ofNTD)
32.785
34.140
Exchangerate
$ 354,865
1,605
Carrying amount
(thousands ofNTD)
$ 9,557
85
30.705
33.980
$ 293,448
2,888

The foreign currency exchange gains (losses) of the Company and subsidiaries in 2024 and 2023 were $23,065 thousand and $28,541 thousand respectively. Due to the variety of foreign currency transactions, it was impossible to disclose the exchange gains and losses other than foreign currencies with significant influence.

The sensitivity analysis of exchange rate risk was as follows:

Functional currency in
contrast
Appreciation by 10%
Net gains (losses) after tax
Effect on USD: NTD
2024.12.31
2023.12.31
$ 28,389
$ 23,476
Effect on USD: NTD
2024.12.31
2023.12.31
$ 28,389
$ 23,476
Effect on EUR: NTD Effect on EUR: NTD
2024.12.31 2024.12.31 2023.12.31
$ 28,389 $ 128 $ 231

b. Interest rate risk

Interest rate risk refers to the risk of changes in the fair value of financial instruments due to changes in market interest rates. The long-term and short-term borrowings of the Company and subsidiaries were at both fixed and floating interest rates, therefore changes in market interest rates would generate fair value change risks and cash flow risks. The Company and subsidiaries’ policy was to ensure the risk of exposure to changes in loan interest rates were assessed according to the international economic situation and market interest rate trends, then select floating or fixed interest rates to avoid the risk of interest rate changes.

The sensitivity analysis on interest rate risk was determined based on the interest rate exposure of derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was based on the assumption that the amount of the liability outstanding at the end of the reporting period was outstanding for the entire year. The rate of change used by the Company and subsidiaries when reporting interest rates to key management internally was an increase or decrease by 0.25%, which also represents management’s assessment of the range of reasonably possible changes in interest rates. If the interest rate increases or decreases by 0.25%, and other variables remain unchanged, the net profit of the Company and subsidiaries in 2024 and 2023 would (decrease) increase by ($164) thousand and ($308) thousand, respectively, mainly due to the Company and subsidiaries’ long-term investments at floating interest rates.

B. Credit risk management

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Credit risk refers to the risk that the Company and subsidiaries’ counterparty or third-party default on its contractual obligations resulting in financial losses to the Company and subsidiaries, and the evaluation object is the contract with positive fair value on the balance sheet date. As of December 31, 2024 and 2023, the most significant credit risk exposure that the Company and subsidiaries could cause financial losses due to the counterparty’s default on its contractual obligations mainly came of the receivables generated from operation. The Company and subsidiaries manage credit risk related to operations and financial credit risk separately.

  • a. Credit risk related to operations

    • In order to maintain the quality of receivables, the Company and subsidiaries have established credit risk management procedures related to operations. For the credit risk of individual clients, assessment is mainly based on clients’ financial status, historical transaction records, internal credit ratings of the Company and subsidiaries, ratings of credit rating agencies and current economic conditions, etc., and many factors that may affect the clients’ payment ability. The Company and subsidiaries also timely use certain credit enhancement tools, such as advance payment and credit insurance, to reduce the credit risk of specific clients.

    • As of December 31, 2024 and 2023, the accounts receivable balance of the top ten clients accounted for 85.36% and 79.67% of the account receivable balance of the Company and subsidiaries respectively. The credit of the remaining accounts receivable was concentrated and the risks were relatively insignificant.

  • b. Financial credit risk The credit risk of the Company and subsidiaries engaging in financial asset investment was measured and monitored by the financial department of the Company and subsidiaries. Since the transaction counterparty were all financial institutions, corporations and government with good credit, no significant credit risk was expected. The Company and subsidiaries did not hold any collateral or other credit enhancement tools to avoid the credit risk of financial assets.

  • C. Liquidity risk management

  • The management objective of the liquidity risk of the Company and subsidiaries was to maintain the cash and cash equivalents required for operations, and sufficient bank financing for securities with high liquidity, so as to ensure that the Company and subsidiaries have sufficient financial flexibility and mitigate the impact of cash flow fluctuations. The management of the Company and subsidiaries supervised the use of bank financing commitments and ensured the compliance with the terms of loan contract. As of December 31, 2024 and 2023, the unused short-term bank financing commitments of the Company and subsidiaries were both $0 thousand.

The Company and subsidiaries invested in domestic and foreign listed companies with active markets, therefore expected to have relatively significant liquidity risks.

The following table is an analysis of the remaining contractual maturity of financial liabilities during the agreed repayment period based on the earliest possible repayment date of the Company and subsidiaries, and is prepared based on the undiscounted cash flow of financial liabilities:

Non-derivative
financial
liabilities
Bank borrowings and
short-term
notes
and
bills payables
Notes
and
accounts
payables
Dividends payables
Other payables
Lease liabilities
Guaranteed
deposits
received
December 31, 2024 December 31, 2024
Carrying
amount
Less than 3
months
3 months -1
year
1-5 years More than 5
years
$ 362,711
242,429
175,053
53,215
2,398
59
$ 3,365
98,554
-
17,860
1,569
-
$ 359,346
138,258
-
29,818
671
14
$ -
5,617
-
305
158
45
$ -
-
175,053
5,232
-
-
Total
Non-derivative
financial
liabilities
Bank borrowings and
short-term
notes
and
bills payables
Notes
and
accounts
payables
Dividends payables
Other payables
Lease liabilities
Guaranteed
deposits
received
Total
$ 835,865 $ 121,348 $ 528,107 $ 6,125 $ 180,285
Carrying
amount
Less than 3
months
3 months -1
year
1-5 years More than 5
years
$ 414,339
117,028
175,053
43,891
8,631
57
$ 3,365
3,684
-
22,034
1,467
-
$ 410,974
37,306
-
16,099
4,766
13
$ 76,038
-
526
2,398
44
$ -
-
175,053
5,232
-
-
$ 758,999 $ 30,550 $ 469,158 $ 79,006 $ 180,285
  • (3) Capital management

  • The capital management objectives of the Company and subsidiaries were to ensure the ability to continue operations, and to meet the needs of working capital, capital expenditures, research and development expenses, debt expenses and dividend expenses in the next 12 months, and to maintain an optimal capital structure to reduce capital costs. In order to maintain or adjust the capital structure, the Company and subsidiaries may adjust the dividends paid to shareholders, issue new shares or sell assets to liquidate liabilities.

  • The Company and subsidiaries monitored capital through regular review of debt ratios. The debt ratios of the Company and subsidiaries were as follows:

Total Liabilities
Total Assets
Debt Burden Ratio
December 31, 2024
$ 982,372
$ 1,587,711
61.87%
December 31, 2023
$ 887,957
$ 1,282,398
69.24%

(4) Others

  • A. Securities and Futures Investors Protection Center, according to indictment of Taiwan New Taipei District Prosecutors Office and judgment of Taiwan New Taipei District Court indicating the Company was involved in financial statement fraud, claimed the Company, former Chairperson CHANG,FONG-HAO and all directors and supervisors were jointly and severally liable for compensation and requested NT$592,648,117, and filed a provisional attachment (which has been revoked and dismiss after the trial of Taiwan High Court and Supreme Court). Taiwan New Taipei District Court made the judgment of the plaintiff SFIPC partial in favour on November 29, 2019, then the Company appealed to Taiwan High Court. As the conviction of former chairman CHANG,FONG-HAO violated the Securities and Exchange Act and other criminal were affirmed, the Company estimated that the possible joint compensation losses recognized as contingent liabilities of $16,377 thousand in 2020. The Company received the judgment on October 26, 2023, made
-46-

by Taiwan High Court on September 28, 2023. The Company, former chairman, and former finance officer shall make joint compensation of principal amounting to NT$150,132 thousand, and interest calculated by annual interest rate of 5% since November 25, 2013 to the settlement date. Therefore, the Company additionally estimated the contingent liabilities resulting from possible joint compensation losses amounting to NT$58,690 thousand in the third quarter in 2023.

  • B. The Company signed a 3-year trust agreement with O-Bank on December 5, 2011, entrusting the remitted money from the special account for payment on a daily basis after the financial consultants’ review and the Company and subsidiaries’ real estate to Industrial Bank of Taiwan. Industrial Bank of Taiwan shall manage trust property in accordance with the agreement to maintain the common rights and interests of the Company and subsidiaries, creditor bank syndicates, and syndicated-loan bank syndicates, and to handle and use trust property related matters. The Company and subsidiaries signed 1[st] to 7[th] supplementary agreements successively. The summary of the agreement is as follows:

  • a. Purpose and fiduciary of the trust The Company and subsidiaries entrusted the remitted money from the special account for payment on a daily basis after the financial consultants’ review and the Company and subsidiaries’ real estate to O-Bank. O-Bank shall manage trust property in accordance with the agreement to maintain the common rights and interests of the Company and subsidiaries, creditor bank syndicates, and syndicated-loan bank syndicates, and to handle and use trust property related matters. Supplementary terms were mainly detailed provision on the management, disposal and use of trust property.

  • C. According to judgment 2017 Tai Shang Zi No. 516, former Chairperson CHANG,FONG-HAO and POWERCOM shall be burdened for the obligation equally of Mr. Platone’s loss of NT$168,750 thousand under Article 280 of the Civil Code. The Company and subsidiaries’ Board of Directors approved on March 30, 2021 that former Chairperson shall be burdened for $84,375 thousand by means of the followings:

  • a. Former Chairperson CHANG,FONG-HAO declared on June 26, 2017 to waive the obligatory right of the Company and dividend receivable $37,528.

  • b. Shares of TOP GREEN that Mr. Platone should have returned to former Chairperson CHANG,FONG-HAO, were transferred to the Company in 2019 at value of $7,911 thousand after market valuation. These shares were sold in succession pricing amounted to $42,136 thousand, which was higher than the original valuation.

  • c. Salary during April to September 2020 amounted to $802 thousand.

  • d. Rent receivable of the Company’s office and salary since the first quarter of 2022 to the fourth quarter of 2024 of former Chairperson CHANG,FONG-HAO amounted to $3,326 thousand and NT$3,608 thousand.

  • e. Former Chairperson CHANG,FONG-HAO has provided private real estate as guarantee of the Company’s joint loan, which could cover the remaining $31,200 thousand of internal share of joint and several accounts.

  • f. Former Chairperson CHANG,FONG-HAO promised to compensate with future salary monthly until pay off.

  • g. In order to strengthen the guarantee to the company, former Chairperson CHANG,FONG-HAO created second mortgage on November 3, 2022 with private real estate in Zhonghe District, New Taipei City for the Company, and

-47-

pledged private 6,280 shares of Taiwan Specialty Chemicals Corporation for the Company.

  • D. The Company and subsidiaries’ Board of Directors approved on March 31, 2012 to sign a joint trust agreement between POWERCOM CO.,LTD., the Company and subsidiaries and O-Bank and other 23 credit banks. The total line of credit was NT$1,346,652,427 and US$4,277,000, and the credit period was 1 year 12 months from the date of drawdown. The Company and subsidiaries signed the twelve supplementary agreements successively from 2012 to 2023, and summary of the 13[th] agreement signed on April 8, 2024 is as follows:

  • a. Total line of credit and the period: NT$1,346,652,427 and US$4,277,000. (a) Mid-term credit: Lines of credit were NT$824,152,427 and US$4,277,000, for the loan amount of the credit-granting bank involved in the conversion of the credit line of NTD and USD in existing debts. Not available for revolving use. The credit period was 1 year and 6 months from the date of drawdown. The Company and subsidiaries signed 7[th] supplementary agreement on April 20, 2018 modifying the credit period to 7 years from the date of drawdown. The above-mentioned US$4,277,000 was credited to the Company and subsidiaries’ investee with 100% ownership - POWERCOM CO.,LTD.

    • (b) Issuance of commercial paper guarantee: The line of credit was NT$222,500,000, for issuance of commercial paper guarantee by the credit-granting bank for conversion of issued commercial paper in existing debts. Available for revolving use. Convertible bond guarantee: The line of credit was NT$300,000,000, for confirmation of convertible bond guarantee in existing debts. The credit period was from October 24, 2011 to October 24, 2014. The credit period is extended yearly from the date of 1 year after the date of drawdown, until April 20, 2025.
  • b. Commitments of the Company and subsidiaries: If the Company and its subsidiary, Italy Power Plant, have not been enforced in Italy for the accounts payable to the Company and subsidiaries, the agreement remain unchanged that the principal of NT$3 million should be repaid monthly. Otherwise, if it is enforced in the territory of Italy, the credit-granting bank agreed to reduce the principal which should be repaid monthly to NT$1 million.

  • c. Matters agreed by the credit-granting bank syndicate: the credit-granting bank syndicate agreed the exemption of the Company, its subsidiaries and former Chairperson CHANG,FONG-HAO as surety company, from violation of the credit agreement due to the adverse judgment 2017 Tai Shang Zi No. 516 of Supreme Court.

  • E. The Company and subsidiaries filed a complaint to Taiwan New Taipei District Prosecutors Office in first half year of 2012 against the former employee LYU,ZIH-YI, the spouse Amesur Vijay Kumar Kishinchand(LYU,WEI-JIE)and others, for committing violation of the Securities and Exchange Act, breach of trust, offence of deleting magnetic records without good cause and forgery successively, damaging the Company and subsidiaries’ interests with the intent illegally to appropriate properties for himself and for a third person from 2011. The Office prosecuted on violating the Securities and Exchange Act and others in July 2013, and LYU,ZIH-YI and LYU,WEI-JIE were convicted and sentenced imprisonment for 2 years at retrial on June 25, 2018. LYU,ZIH-YI and LYU,WEI-JIE appealed and dismissed by Supreme Court on January 21, 2021, and conviction affirmed. The Company and subsidiaries filed civil lawsuit against LYU,ZIH-YI, LYU,WEI-JIE and others based on the criminal facts to claim compensation, and Taiwan New Taipei District Court made a judgement for the Company on November 30, 2022, then LYU,ZIH-YI, LYU,WEI-JIE and others appealed.

-48-
  • F. The Company and subsidiaries reinvested to Powercom Yuraku PTE(Singapore) then reinvested to Powercom Yuraku S.A. LTD(Luxembourg, hereinafter PYSA) and then reinvested to YUR POWER ⅠⅡⅢⅣⅥⅦⅧⅨ Srl(Italy, hereinafter YP I ~IX). Another two of shareholders of Powercom Yuraku PTE(Singapore), Yuraku PTE(Singapore) and Sunpower (Taiwan), were deliberately intending to annex the equity and adopted a series of acts on annexation, therefore the Company and subsidiaries appointed lawyers to take legislative actions to preserve equity, discovering the two shareholders held a shareholders’ meeting of PYSA without the consent of the Company and subsidiaries on May 22, 2012. The content of the meeting was roughly that Yuraku PTE(Singapore) and Sunpower(Taiwan) illegally increased capital in PYSA on January 10, 2012 and changed the chairperson and directors of YP I~IX on June 12, 2012, causing the Powercom Yuraku PTE(Singapore)’s ownership of PYSA reduced to 5% from 100%, and absolutely lost control over PYSA and YP I~IX. At present, lawyers in Luxembourg, Singapore and Rome have been appointed to revoke the capital increase and claim the repayment of accounts receivable.

  • G. The judgement made by District Court Luxembourg on January 4, 2013 and the translation made by President Translation Service Group International Limited, the case that Powercom Company revoking the capital increase of Powercom Yuraku S.A. Ltd (Luxembourg) by Yuraku PTE and Sunpower was summarize as follows:

  • a. Suspense the rights of Powercom Yuraku S.A.’s board of directors at present. b. Appoint trial lawyer, Arsène KRONSHAGEN, to be interim manager and assignee of disputing additional shares, which were 540,000 shares registered in subscription list with the names of Yuraku Pte Ltd. And Sunpower Semiconductor Ltd. (the present Sunpower Holdings Ltd.)

  • The above-mentioned adjudication measures will be concluded after the substantive judgment is announced to clarify the issue of attribution, or after the parties reach an agreement. However, the defendant is currently appealing against this judgment. At present, the trial is temporarily suspended before the conclusion of the arbitration procedure in Singapore. The interim manager held a shareholders’ meeting to reappoint directors of YP I~IX on July 23, 2015 and made the change of directors in August 2015. The trial for Yuraku PTE and Sunpower claiming to revoke the interim manager was pending in local court.

  • H. The Company also filed os948 against the invalid authorization for capital increase in Singapore. The Singapore Court has ruled in favour of the Company. After receiving the judgment, the Company filed HC/S 838/2019 against the shareholders of the illegal capital increase, hoping the court states as the followings, that the actions done by PYPL were invalid:

  • a. Execute the power of attorney;

  • b. Agree to conduct an extraordinary shareholders’ meeting;

  • c. Matters resolved at the extraordinary shareholders’ meeting, including equity issues; and

  • d. Other actions and documents related and owing to this case.

  • I. The operating period of POWERCOM (Dongguan) CO .,LTD., the processing plant of the Company and subsidiaries in Dongguan, has expired on July 13, 2020. Because its business has been transferred to ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD, the Company and subsidiaries resolved to end the operation after the expiration of the operating period, and the liquidation has been completed. In addition, the Company’s loan to POWERCOM (Dongguan) CO .,LTD. was US$ 2 million. Because of the completion of the liquidation, it would be unable to repay, therefore the Board of Directors resolved to waive the creditor’s rights. POWERCOM (Dongguan) CO .,LTD. was a subsidiary of the Company and

-49-

subsidiaries with 100% ownership by reinvestment, therefore it has no impact on the Company’s rights.

13. Additional Disclosures

  • (1) Information on significant transactions and (2) Information on investees A. Loans to others: Refer to Table 1.

    • B. Endorsements/Guarantees provided: Refer to Table 2.

    • C. Holding of marketable securities at the end of the period (excluding subsidiaries, associates and joint ventures): Refer to Table 3.

    • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

    • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None

    • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None

    • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None

    • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to Table 4

    • I. Trading in derivative instruments undertaken during the reporting periods: None.

    • J. Name, location and such information of investee: Refer to Table 5.

  • (3) Information on investment in mainland China: Refer to Table 6.

  • (4) The business relationship and significant transactions between the Company and subsidiaries: Refer to Table 7.

  • (5) Information of major shareholders: Refer to Table 8.

  • Segment Information

  • The Company and subsidiaries regularly review segment results for allocate resources and evaluate performance. The basis for the measurement of income, assets and liabilities of segments is the same as that for the preparation of financial statements. Please refer to the consolidated statements.

  • (1) General information The Company and subsidiaries’ management identify operating segments based on geographical and functional factors used to allocate resources and evaluate performance.

    • There are 4 reportable segments: Segment A, Segment B, Segment C and Segment D. Segment A, Segment B and Segment D Located in Zhonghe District, New Taipei City, focus on UPS and photovoltaic module manufacturing and selling. Segment C is established under relevant local laws of Independent State of Samoa.
  • (2) Measurement of segment information The Company evaluates the performance of the operating segments based on gain or loss after tax. Accounting policies of each segment are same as described in Note 4 “Summary of Significant Accounting Policies”.

  • (3) Operating segments information

2024 2024
Segment A Segment B Segment C Segment D Adjustments
and
Total
-50-
Revenue
from
external
customers
Inter-segment
revenue
Segment
revenue
Segment
income
Segment assets
Revenue
from
external
customers
Inter-segment
revenue
Segment revenue
Segment income
Segment assets
Elimination
$ 744,453
3,485
$ 97,028
-
$ 41,010
44,152
$ -
-
$ -
(
47,637)
$ 882,491
-
$ 747,938 $ 97,028 $ 85,162 $ - ($ 47,637) $ 882,491
$ 37,185 ($ 3,227) $ 8,557 $ - ($ 5,330) $ 37,185
$ 1,471,269 $ 150,577 $ 142,199 $ - ($ 176,334) $ 1,587,711
Segment A Segment B Segment C Segment D Adjustments
and
Elimination
Total
$ 1,173,735
2,552
$ 96,895
-
$ 56,311
100,253
$ -
-
$ -
(
102,805)
$ 1,326,941
-
$ 1,176,287 $ 96,895 $ 156,564 $ - ($ 102,805) $ 1,326,941
($ 4,822) $ 5,389 $ 27,728 ($ 345) ($ 32,772) ($ 4,822)
$ 1,215,385 $ 88,839 $ 182,531 $ 3,722 ($ 208,079) $ 1,282,398
-51-

POWERCOM CO., LTD. & SUBSIDIARIES LOANS TO OTHERS 2024

In thousands of NTD/ EUR/ USD

TABLE 1

No. Lender Borrower Item Relate
d party
Highest balance
of financing to
other party
during period
Ending balance Actual usage
amount
Range of
interest
rate
Purpose of
fund
financing
Transaction
amount for
business
Reason for
short-term
financing
Allowance for
bad debt
(Note 3)
Collateral Collateral Individual
Funding loan
limits (Note
1)
Maximum
limitation on
fund financing
(Note1)
Note
Name Value
1 POWERCO
M
OPTI
INTERNATI
ONAL
Other
receivable
s
Yes $ 108,424 $ 108,424 $ 108,424 - business
transaction
$ 2,587 Sales $ - None $ - $ 63,271 $ 253,086 1
2 POWERCO
M
ZHONGSH
AN
GUANHO
NG
Other
receivable
s
Yes 58,407 58,407 58,407 - business
transaction
5,067 Sales - None - 63,271 253,086 1
3 POWERCO
M
POWERCO
M
Other
receivable
s
Yes 59,481 59,481 59,481 - business
transaction
- Sales - None - 63,271 253,086 1
4 POWERCO
M
Powercom
Yuraku
SA. Ltd
Other
receivable
s
Yes 15,139
EUR
429
15,139
EUR
429
15,139 - bridging
finance
- Associates’
operation
(
15,139 )
None - 63,271 253,086 1
funds maintenance ( EUR
429 )
5 POWERCO
M
Powercom
American
Inc.
Other
receivable
s
Yes 8,971 - - - business
transaction
- Sales - None 63,271 253,086 1
6 POWERCO
M
AMERICA
INC.
Powercom
Yuraku
PTE LTD
Other
receivable
s
Yes 363,230
USD 11,079
363,230
USD 11,079
363,230 - bridging
finance
- Associates’
operation
(
363,230 )
( USD 11,079 )
None - - - 2
funds maintenance

Note 1: The maximum amount for total loan is 40% of the Company and subsidiaries’ net worth; the maximum amount for individual enterprise is 10% of the Company and subsidiaries’ net worth, No.1 has exceeded the limit. Note 2: The maximum amount for total loan is 40% of net worth of POWERCOM CO.,LTD.; the maximum amount for individual enterprise is 10% of its net worth. For short-term financing: the maximum amount for 100% owned foreign subsidiaries, the maximum amount is 300% of their net worth. Note 3: According to the official document, code: (76) Ji Mi Zi No. 069, in order to avoid accounted allowance for bad debts are different from the consolidated financial statements, mergers shall not account allowance for bad debts for claims and debts between them.

POWERCOM CO., LTD. & SUBSIDIARIES ENDORSEMENTS/GUARANTEES PROVIDED 2024

TABLE 2

In thousands of NTD, unless stated otherwise.

No.
(Note
1)
Endorser/guarantor Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
balance during
the period
Outstanding
balance on
December 31,
2023
Actual amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsements/
guarantee amount
to net worth of the
endorser/guarantor
company (%)
Limit on total
amount of
endorsements/
guarantee
Provision of
endorsements/
guarantee by
parent
company to
subsidiary
Provision of
endorsements/
guarantee by
subsidiary to
parent
company
Provision of
endorsements/
guarantee to party
in Mainland
Number
Endorser/guarantor
Company name
China
Note
Company name Relationship
(Note 2)
0 POWERCOM CO.,
LTD.
POWERCOM
CO.,LTD.
2 $ 189,814 $ 36,353 $ 36,353 $ 36,353 $ - 5.75% $ 316,357 Y N N

Note 1: Issuer labeled 0.

Note 2: Majority owned subsidiary labeled 2.

Note 3: The limit of endorsement for any single entity is 30% of the Company’s net worth during the period.

Note 4: The maximum amount of total transactions of endorsement is 50% of the Company’s net worth during the period.

In thousands of NTD/ USD/ Shares

POWERCOM CO., LTD. & SUBSIDIARIES HOLDING OF MARKETABLE SECURITIES AT THE END OF THE PERIOD DECEMBER 31, 2024

TABLE 3

Investor Type and name of securities Relationship with the issuer General ledger account Ending balance Ending balance Ending balance Ending balance Note
Number of shares Carrying amount Percentage of
ownership
Fair value
POWERCOM CO., LTD. Stock
POWERCOM CO.,LTD.
OPTI INTERNATIONAL
CORPORATION
TECHWIIN TECHNOLOGY
INC.
POWERCOM YURAKU PTE
LTD.,
TOP GREEN ENERGY
TECHNOLOGIES INC.
Taiwan Speciality Chemicals
Corporation
CHANG TAI ENERGY CO.,
LTD.
100% owned by the investor
40% owned by the investor
10.93% owned by the investor
55% owned by the investor
12.09% owned by the investor
1.32% owned by the investor
10% owned by the investor
Investments accounted for under
equity method
Investments accounted for under
equity method
Other financial assets - current
Financial assets at fair value through
other comprehensive profit or loss
- non-current
Financial assets at fair value through
other comprehensive profit or loss
- non-current
Financial assets at fair value through
other comprehensive profit or loss
- non-current
Financial assets at fair value through
other comprehensive profit or loss
-non-current
8,610,000
1,200,000
4,700,000
-
15,118,087
1,950,005
280,000
$ (57,193)
(22,612)
1,292
-
152
339,301
-
100.00%
40.00%
10.93%
55.00%
12.09%
1.32%
10.00%
$ -
-
-
-
-
339,301
-
POWERCOM CO.,LTD. Capital
ZHONGSHAN GUANHONG
ELECTRONIC CO.,LTD
POWERCOM AMERICA INC.
POWERCOM (Dongguan)
CO .,LTD.
100% owned by the investor
0% owned by the investor
0% owned by the investor
Investments accounted for under
equity method
Investments accounted for under
equity method
Investments accounted for under
equity method
3,610,060
-
-
USD$ 1,182
-
-
100.00%
-
-
$ -
-
-
Note 1
Note 2
OPTI INTERNATIONAL
CORPORATION
Stock
TOP GREEN ENERGY
TECHNOLOGIES INC.
Taiwan Speciality Chemicals
Corporation
OPTI UPS MIDDLE EAST
-
-
-
Other financial assets
Financial assets at fair value through
other comprehensive profit or loss
- non-current
Financial assets at fair value through
other comprehensive profit or loss
-non-current
466,666
74,669
177
$ -
12,443
-
-
-
-
$ -
12,443
-

Note 1: KER FONG INTERNATIONAL CO., LTD. has resolved by the board of directors to dissolve and liquidate its subsidiary, Powercom American Inc. on June 2, 2023, and the liquidation has been completed on June 30, 2024.

Note 2: The liquidation of POWERCOM (Dongguan) CO .,LTD. has been completed on June 30, 2024.

In thousands of NTD, unless stated otherwise.

POWERCOM CO., LTD. & SUBSIDIARIES RECEIVABLES FROM RELATED PARTIES REACHING $100 MILLION OR 20% OF PAID-IN CAPITAL OR MORE DECEMBER 31, 2024

TABLE 4

Company Name Name of the counterparty Relationship Receivables from related
party (Note 1)
Turnover rate Overdue receivables Overdue receivables Subsequent collections Allowance for bad debt
Carrying amount Action taken
POWERCOM CO.,LTD. Powercom Yuraku PTE LTD Associate $ 363,230 - $ 363,230 Account full
impairment
$ - $ 363,230

Note 1: Filled in the accounts and notes receivable from related parties, other receivables, etc.

Note 2: Paid-in capital refers to the paid-in capital of the parent company. If the issuer’s stock is non-par-value stock or the par value each share is not NT$10, the transaction amount requirement of 20% of the paid-in capital shall be calculated on the basis of 10% of the equity attributable to the owner of the parent company on the balance sheet.

POWERCOM CO., LTD. & SUBSIDIARIES NAME, LOCATION AND SUCH INFORMATION OF INVESTEE (EXCLUDING INVESTEES IN MAINLAND CHINA) JANUARY 1 TO DECEMBER 31, 2024

In thousands of NTD/ USD/ Shares

TABLE 5

Location
Main Businesses
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
No.
Name
No.
Name
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Location
Main Businesses
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
No.
Name
No.
Name
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Location
Main Businesses
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
No.
Name
No.
Name
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Location
Main Businesses
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
No.
Name
No.
Name
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Location
Main Businesses
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
No.
Name
No.
Name
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Location
Main Businesses
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
No.
Name
No.
Name
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
Net ncome (oss) o
the investee
(loss) recognized by
the Company
Note
Balance as of
December 31, 2024
Balance as of
December 31, 2023
Shares
Percentage
of
ownership
Carrying amount
0
POWERCO
M CO.,
LTD.
1
POWERCO
M
CO.,LTD.
P.O.BOX217,Apia
Samoa, Independent
State of Samoa
UPS manufacturing
and selling
NTD$ 286,484
NTD$ 286,484
8,610,000
100.00%
NTD$ (57,193)
NTD$ 7,499
NTD$ 7,499 Subsidiary
USD
8,610
USD
8,610
2
OPTI
INTERN
ATIONA
L
CORPO
RATION
B1-1., No. 192,
Liancheng Rd.,
Zhonghe Dist.,
New Taipei City
UPS, Computer and
peripheral
equipment
research,
development,
trading
and
maintenance
NTD
12,000
NTD
12,000
1,200,000
40.00%
NTD
(22,612) NTD
(3,227) NTD
(1,291) Subsidiary
3
TECHWII
N
TECHN
OLOGY
INC.
No. 224, Liancheng
Rd., Zhonghe
Dist., New Taipei
City
Energy
technical
services
Electrical
components
manufacturing
NTD
47,000
NTD
47,000
4,700,000
10.93%
NTD
1,292
NTD
- NTD
- (Note 2)
NTD$ 286,484
NTD$ 286,484
8,610,000
100.00%
NTD$ (57,193)
NTD$ 7,499
NTD$ 7,499 Subsidiary
USD
8,610
USD
8,610
2 OPTI
INTERN
ATIONA
L
CORPO
RATION
B1-1., No. 192,
Liancheng Rd.,
Zhonghe Dist.,
New Taipei City
UPS, Computer and
peripheral
equipment
research,
development,
trading
and
maintenance
NTD
12,000
NTD
12,000
1,200,000 40.00% NTD
(22,612)
NTD
(3,227)
NTD
(1,291)
Subsidiary
3
TECHWII
N
TECHN
OLOGY
INC.
No. 224, Liancheng
Rd., Zhonghe
Dist., New Taipei
City
Energy
technical
services
Electrical
components
manufacturing
NTD
47,000
NTD
47,000
4,700,000
10.93%
NTD
1,292
NTD
- NTD
- (Note 2)
1 POWERCO
M
CO.,LTD.
1 POWERCO
M
AMERICA
INC
LA, USA UPS
manufacturing
and selling
NTD
-
USD
-
NTD
5,875
USD
182
- 0.00% USD
-
USD
122
NTD
-
(Note 1)
Subsidiary
(Note 3)

Note 1: Indirect investment to subsidiary in the USA through the existing company (POWERCOM CO.,LTD.) located in the third area, therefore there is no gain or loss on investment and carrying amount. Note 2: TECHWIIN TECHNOLOGY INC. was dissolved on May 31, 2021 and the liquidation has not been completed yet. It is transferred to other financial assets.

Note 3: KER FONG INTERNATIONAL CO., LTD. has resolved by the board of directors to dissolve and liquidate its subsidiary, Powercom American Inc. on June 2, 2023, and the liquidation has been completed on June 30, 2024 .

POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024

POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
POWERCOM CO., LTD. & SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
JANUARY 1 TO DECEMBER 31, 2024
TABLE 6
In thousands of NTD/ USD/ CNY
(1)
Investee in Mainland China, main businesses, paid-in capital, investment method, amount remitted, percentage of ownership held, investment income or loss, carrying amount of investments and investment income remitted:
Investee in
Mainland China
Main Businesses Paid-in capital Investment
Method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to Mainland
China as of January
1, 2024
Amount remitted from
Taiwan to Mainland China/
Amount remitted back to
Taiwan for the year ended
December31,2024
Accumulated amount
of remittance from
Taiwan as of
December 31, 2024
Net income (loss) of
the investee
Percentage of
ownership held
by the Company
(direct or
indirect)
Investment income
(loss) recognized by
the Company
Carrying amount of
investments as of
December 31, 2024
Accumulated
amount of
investment income
remitted back to
Taiwan as of
December 31, 2024
Remitted to
Mainland
China
Remitted back
to Taiwan
ZHONGSHAN
GUANHONG
ELECTRONIC
CO.,LTD
UPS
(excluding
high power density
and hitch frequency
power
supplies)
manufacturing
and
selling
CNY$ 28,845
Indirect
investment in
PRC through the
existing
company
located in the
third area.
NTD$ 105,409
NTD$ -
NTD$ -
NTD$ 105,409
CNY$ 1,640
100.00%
NTD$ -
(Note 1)
NTD$ -
(Note 1)
NTD$ -
POWERCOM
(Dongguan)
CO .,LTD.
(Note 2)
UPS
(excluding
high power density
and hitch frequency
power
supplies)
manufacturing
and
selling
CNY
-
Indirect
investment in
PRC through the
existing
company
located in the
third area.
NTD
81,042
NTD
-
NTD81,042
(Note 3)
NTD
-
CNY
(1)
0.00% NTD
-
(Note 1)
NTD
-
(Note 1)
NTD
-
(2)
Ceiling on investments in Mainland China
Accumulated amount of remittance from Taiwan to
Mainland China
Investment amount approved by the Investment
Commission of the Ministry of Economic Affairs
(MOEA)
Ceiling on investments in Mainland China
imposed by the Investment Commission of
MOEA
NTD $ 105,409 (
USD $ 3,610 )
USD $ 3,610 NTD
$ 379,629

(3) Significant transactions with investee companies in the Mainland China, either directly or indirectly through a third area: None. (4) Provided endorsements or guarantees or pledges of collateral by investee companies in the Mainland China, either directly or indirectly through a third area: None.

(5) Financing of funds with investee companies in the Mainland China, either directly or indirectly through a third area: None.

(6) Other transactions that have a material effect on the profit or loss for the period or on the financial position: None. (7) Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA is 60% equity of the Company.

Note 1: Indirect investment to subsidiary in PRC through the existing company (POWERCOM CO.,LTD.) located in the third area, therefore there is no investment profit or loss and carrying amount. Note 2: The liquidation of POWERCOM (Dongguan) CO .,LTD. has been completed on June 30, 2024.

Note 3: As of December 31, 2024, the refund of payment for shares from liquidation of POWERCOM (Dongguan) CO .,LTD. amounted to NTD 25 thousand (USD 1 thousand).

POWERCOM CO., LTD. & SUBSIDIARIES

THE BUSINESS RELATIONSHIP AND SIGNIFICANT TRANSACTIONS BETWEEN THE COMPANY AND SUBSIDIARIES JANUARY 1 TO DECEMBER 31, 2024

TABLE 7

In thousands of NTD, unless stated otherwise.

No.
(Note 1)
Company Name Counterparty Nature of
Relationship
(Note 2)
Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions
Name Item Amount Terms Percentage of
Consolidated Net
Revenue or Total
Assets (Note 3)
0 POWERCOM CO., LTD. POWERCOM CO.,LTD. 1
1
Accounts payables
Otherpayables
$ 69,405
164
Usual terms
Usual terms
4.37%
0.01%
OPTI
INTERNATIONAL
CORPORATION
1
1
Other receivables
Sales revenue
76,774
3,384
Usual terms
Usual terms
4.84%
0.38%
ZHONGSHAN
GUANHONG
ELECTRONIC CO.,LTD
1
1
1
1
1
Accounts receivables
Other receivables
Accounts payables
Sales revenue
Processingexpenses
3
58,407
118,637
101
44,252
Usual terms
Usual terms
Usual terms
Usual terms
Usual terms
0.00%
3.68%
7.47%
0.01%
5.01%
1 POWERCOM CO.,LTD. POWERCOM CO., LTD. 2 Other receivables 69,569 Usual terms 4.38%
2 OPTI
INTERNATIONAL
CORPORATION
POWERCOM CO., LTD. 2
2
Accounts payables
Costs ofgoods sold
76,774
3,384
Usual terms
Usual terms
4.84%
0.38%
3 ZHONGSHAN
GUANHONG
ELECTRONIC CO.,LTD
POWERCOM CO., LTD. 2
2
2
2
Accounts receivables
Accounts payables
Processing revenue
Costs ofgoods sold
118,637
58,410
44,252
101
Usual terms
Usual terms
Usual terms
Usual terms
7.47%
3.68%
5.01%
0.01%
  • Note 1: For the inter-company business relationship and transaction condition in the “No.” column, the labeling method is as follows:

  • (1) Parent company labeled 0.

  • (2) Subsidiaries labeled in number sequence from 1.

Note 2: There are three types of relationship with the counterparty, and indication of the type is sufficient (if it is the same transaction between parent and a subsidiary or between subsidiaries, it is not necessary to disclose repeatedly, i.e. for a transaction between parent and subsidiary, if the parent has disclosed already, the subsidiary does not required to disclose repeatedly; for the transactions between subsidiaries, if one subsidiary has disclosed already, the other subsidiary does not required to disclose repeatedly):

(1) Parent to subsidiary.

  • (2) Subsidiary to parent.

(3) Between subsidiaries.

Note 3: The transaction amount is calculated as a proportion of the consolidated revenue or assets. If categorized as an asset or liability, the calculation is compared with the consolidated assets; if categorized as income or loss, the calculation is compared with the consolidated income or loss.

Note 4: All transactions, balances, income and expenses above are eliminated in full upon consolidation.

TABLE 8

POWERCOM CO., LTD. INFORMATION OF MAJOR SHAREHOLDERS

2024

In thousands of shares.
Shares
Number of Shares Owned
Percentage of Ownership
2,970
7.61%
In thousands of shares.
Shares
Number of Shares Owned
Percentage of Ownership
2,970
7.61%
Name of The Shareholder Shares
Number of Shares Owned Percentage of Ownership
O-Bank Co., Ltd. Trust Account - CHANG,FONG-HAO 2,970 7.61%
  • Note: Major shareholders in the table above are shareholders owning 5% or more of the Company’s common and preferred stocks including treasury stock (only ones that have completed dematerialized registration and delivery) based on calculations performed by the Taiwan Depository & Clearing Corporation using data as of the last business date at the end of each quarter. The amount of capital in the consolidated financial statements may differ from the Corporation’s actual number of stocks that have completed dematerialized registration and delivery due to different calculation bases.