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PGUM — Audit Report / Information 2026
May 15, 2026
51992_rns_2026-05-15_32bc3d73-ec54-4731-a4c6-9b7ef0e4b2dd.pdf
Audit Report / Information
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Stock Code: 2247
Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Financial Statements and Independent Auditors' Report
For the Years Ended December 31, 2025 and 2024
Address: 6F, No. 100, Xing-ai Rd, Neihu District, Taipei
City 11494
Tel: +886-2-37666689
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§ Table of Contents §
| Item | Page | Note No. | |
|---|---|---|---|
| I. | Cover Page | 1 | - |
| II. | Table of Contents | 2 | - |
| III. | Representation Letter | 3 | - |
| IV. | Independent Auditors’ Report | 4–7 | - |
| V. | Consolidated Balance Sheets | 8 | - |
| VI. | Consolidated Statements of Comprehensive Income | 9–10 | - |
| VII. | Consolidated Statements of Changes in Equity | 11 | - |
| VIII. | Consolidated Statements of Cash Flows | 12–13 | - |
| IX. | Notes to the Consolidated Financial Statements | ||
| 1. Company History | 14 | 1 | |
| 2. Approval Date and Procedures of the Financial Statements | 14 | 2 | |
| 3. New Standards, Amendments, and Interpretations Adopted | 14–18 | 3 | |
| 4. Summary of Significant Accounting Policies | 18–30 | 4 | |
| 5. Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty | 31 | 5 | |
| 6. Details of Significant Accounts | 31–53 | 6–25 | |
| 7. Related Party Transactions | 54–58 | 26 | |
| 8. Pledged Assets | 58 | 27 | |
| 9. Significant Contingent Liabilities and Unrecognized Contractual Commitments | 58 | 28 | |
| 10. Material Disaster Losses | - | - | |
| 11. Significant Events after the Balance Sheet Date | - | - | |
| 12. Others | - | - | |
| Supplementary Disclosures | 59 | 29 | |
| (1)Information on Significant Transactions | |||
| (2)Information on Investees | |||
| (3)Information on Investments in Mainland China | |||
| 14. Segment Information | 60–61 | 30 |
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Representation Letter
The entities that are required to be included in the combined financial statements of Pan German Universal Motors Ltd. and subsidiaries as of and for the year ended December 31, 2025, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10 “Consolidated Financial Statements”. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Pan German Universal Motors Ltd. and subsidiaries do not prepare a separate set of combined financial statement.
Hereby declared,
Company Name: Pan German Universal Motors Ltd.
CEO: Mu-Lien Tang
March 10, 2026
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Independent Auditors' Report
To the Board of Directors and Shareholders of Pan German Universal Motors Ltd.:
Opinion
We have audited the accompanying consolidated balance sheets of Pan German Universal Motors Ltd. and its subsidiaries (the “Group”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission (FSC).
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for Auditing Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and proper 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 2025 consolidated financial statements. These matters were addressed in the context of our audit of consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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Recognition of revenue generated from sale of used cars
The Auditing Standards presets sales revenue as a material audit risk. As the automotive market this year has been affected by U.S. tariff policies, leading to significant fluctuations in vehicle sales volume, the sale of used cars has become a key revenue stream that Pan German Universal Motors Ltd. has primarily focused on developing in recent years. Therefore, we have identified the occurrence of revenue recognition from the sale of used cars as a key audit matter. For related accounting policies, please refer to Note 4, Summary of Key Accounting Policies (11) in the consolidated financial statements.
We have gained an understanding of both the design and implementation of the internal control system for the recognition of the revenue generated from sale of used cars, and sampled vouchers with respect to the revenue generated from sale of used cars to review the recognition of such revenue and verify related sales documents to ascertain the occurrence of revenue recognition.
Other Matters
Pan German Universal Motors Ltd. has prepared the parent company only financial statements for the years ended December 31, 2025 and 2024, which have been audited by us with an unqualified opinion for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
In accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the IFRS, IAS, IFRIC Interpretations and SIC Interpretations as endorsed by the FSC, management is responsible for the preparation and fair presentation of consolidated financial statements for internal control as deemed necessary to be free from material misstatement, whether due to fraud or error.
In preparing consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern and disclosing relevant matters as applicable, as the basis of accounting, unless management intends to liquidate the Group, cease operations, or has no realistic alternatives.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with the Auditing Standards of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material if, individually
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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 Auditing Standards of the Republic of China, we exercise professional judgment and skepticism throughout the audit. We also:
- Identify and assess risks of material misstatement due to fraud or error, design and perform audit procedures, and obtain sufficient and proper evidence as basis for our opinions. The risk of not detecting a material misstatement from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies and reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the properness of management's usage of the going concern basis of accounting and whether a material uncertainty on events or conditions based on evidence may cast significant doubt on the Group's ability to continue as a going concern. If such a material uncertainty exists, we are required to draw attention in our auditors' report to disclosures or, if inadequate, to modify our opinion. Our conclusions are based on evidence obtained up to the date of our report. However, future events or conditions may cause the Group to cease as a going concern.
- Evaluate the overall presentation, structure, and content, including the disclosures, and whether underlying transactions and events are represented in a fair manner.
- Obtain sufficient proper audit evidence on the financial information of Group entities or business activities to express an opinion on the consolidated financial statements. Our auditor is responsible for directing, supervising, and executing the audit of the Group, and is responsible for forming the audit opinion of the Group.
We communicate with those charged with governance on the planned scope and timing of the audit and key findings, including deficiencies in internal control identified.
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.
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Key audit matters are determined by the auditors from the matters communicated with those charged with governance in the audit of the Group’s 2025 consolidated financial statements. 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.
Deloitte & Touche Taiwan
CPA: Shih, Chin-Chuang
CPA: Liu, Shu-Ling
March 10, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance, and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(In Thousands of NTD)
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4, 6 and 25) | $ 2,639,545 | 12 | $ 2,922,555 | 13 |
| 1136 | Financial assets at amortized cost – current (Notes 4, 8, 25, and 27) | 7,400 | - | 5,400 | - |
| 1150 | Notes receivable, net (Notes 4, 9, 25, and 26) | 138 | - | 7,523 | - |
| 1170 | Accounts receivable, net (Notes 4, 9, 25, and 26) | 404,624 | 2 | 489,563 | 2 |
| 1200 | Other receivables (Notes 25 and 26) | 832,540 | 4 | 701,909 | 3 |
| 130X | Inventories (Notes 4 and 10) | 5,393,399 | 25 | 6,810,431 | 30 |
| 1421 | Prepayments to suppliers (Note 26) | 2,214,918 | 10 | 2,174,622 | 9 |
| 1470 | Prepaid expenses and other current assets (Note 26) | 124,173 | - | 106,444 | - |
| 11XX | Total current assets | 11,616,737 | 53 | 13,218,447 | 57 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income (Notes 4, 7 and 25) | 29,674 | - | 29,674 | - |
| 1535 | Financial assets at amortized cost – non-current (Notes 4, 8, 25 and 27) | 7,994 | - | 92,165 | 1 |
| 1600 | Property, plant and equipment (Notes 4, 12, 21 and 26) | 7,131,574 | 33 | 5,527,989 | 24 |
| 1755 | Right-of-use assets (Notes 4, 13 and 26) | 2,782,585 | 13 | 2,831,640 | 12 |
| 1821 | Intangible assets (Note 4) | 3,078 | - | 1,992 | - |
| 1840 | Deferred tax assets (Notes 4 and 22) | 35,782 | - | 28,596 | - |
| 1915 | Prepayments for business facilities (Note 26) | 28,150 | - | 1,222,957 | 5 |
| 1920 | Guarantee deposits paid (Note 25) | 106,091 | 1 | 105,062 | 1 |
| 1984 | Other non-current financial assets (Note 25) | 1,380 | - | 1,380 | - |
| 1995 | Long-term prepaid expenses | 23,509 | - | 25,358 | - |
| 15XX | Total non-current assets | 10,149,817 | 47 | 9,866,813 | 43 |
| 1XXX | Total assets | $ 21,766,554 | 100 | $ 23,085,260 | 100 |
| Code | |||||
| Liability and equity | |||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes 14 and 25) | $ - | - | $ 700,000 | 3 |
| 2130 | Contract liabilities – current (Notes 20 and 26) | 1,550,718 | 7 | 3,684,511 | 16 |
| 2150 | Notes payable (Notes 16, 25 and 26) | 13,548 | - | 4,532 | - |
| 2170 | Accounts payable (Notes 16 and 25) | 130,384 | 1 | 88,719 | - |
| 2180 | Accounts payable – related parties (Notes 16, 25, and 26) | 297,293 | 1 | 497,288 | 2 |
| 2200 | Other payables (Notes 17, 25, and 26) | 1,577,471 | 7 | 1,194,186 | 5 |
| 2230 | Current tax liabilities (Notes 4 and 22) | 144,950 | 1 | 257,387 | 1 |
| 2280 | Lease liabilities – current (Notes 4, 13, 25 and 26) | 407,588 | 2 | 354,898 | 2 |
| 2399 | Other current liabilities | 88,321 | - | 144,938 | 1 |
| 21XX | Total current liabilities | 4,210,273 | 19 | 6,926,459 | 30 |
| Non-current liabilities | |||||
| 2530 | Bonds payable (Notes 4, 15, and 25) | 1,952,627 | 9 | - | - |
| 2550 | Other non-current liabilities | 61,660 | - | 61,660 | - |
| 2580 | Lease liabilities – current (Notes 4, 13, 25 and 26) | 2,677,138 | 13 | 2,774,369 | 12 |
| 2640 | Net defined benefit liabilities – non-current (Notes 4 and 18) | 17,370 | - | 28,277 | - |
| 25XX | Total non-current liabilities | 4,708,795 | 22 | 2,864,306 | 12 |
| 2XXX | Total liabilities | 8,919,068 | 41 | 9,790,765 | 42 |
| Equity attributable to owners of the parent Company (Notes 19) | |||||
| 3110 | Ordinary share | 807,087 | 4 | 807,087 | 4 |
| 3200 | Capital surplus | 4,354,675 | 20 | 4,269,075 | 19 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,525,178 | 7 | 1,243,213 | 5 |
| 3350 | Unappropriated retained earnings | 6,126,695 | 28 | 6,947,621 | 30 |
| 3300 | Total retained earnings | 7,651,873 | 35 | 8,190,834 | 35 |
| 3400 | Other equity | 33,851 | - | 27,499 | - |
| 3XXX | Total equity | 12,847,486 | 59 | 13,294,495 | 58 |
| Total liabilities and equity | $ 21,766,554 | 100 | $ 23,085,260 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(In Thousands of NTD, Except for Earnings Per Share in NTD)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenue (Notes 4, 20 and 26) | $ 51,448,216 | 100 | $ 57,639,595 | 100 |
| 5000 | Operating costs (Notes 10, 21, and 26) | 45,699,630 | 89 | 51,236,662 | 89 |
| 5900 | Gross profit from operations | 5,748,586 | 11 | 6,402,933 | 11 |
| Operating expenses (Notes 9, 18, 21, and 26) | |||||
| 6100 | Selling expenses | 3,756,037 | 7 | 3,860,153 | 7 |
| 6200 | Administrative expenses | 225,112 | - | 227,856 | - |
| 6450 | Expected credit loss (reversal gain) | ( 513 ) | - | 416 | - |
| 6000 | Total operating expenses | 3,980,636 | 7 | 4,088,425 | 7 |
| 6500 | Other income and net expenses (Notes 4 and 21) | 31,901 | - | 25,955 | - |
| 6900 | Net operating profit | 1,799,851 | 4 | 2,340,463 | 4 |
| Non-operating income and expenses | |||||
| 7100 | Interest revenue | 14,445 | - | 32,176 | - |
| 7110 | Rent income | 5,969 | - | 4,265 | - |
| 7190 | Other income (Note 26) | 89,030 | - | 85,055 | - |
| 7510 | Interest expense (Notes 21 and 26) | ( 48,702 ) | - | ( 38,498 ) | - |
| 7590 | Miscellaneous disbursements | ( 147 ) | - | ( 1 ) | - |
| 7000 | Total non-operating income and expenses | 60,595 | - | 82,997 | - |
(Continued on next page)
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(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net profit before tax | $ 1,860,446 | 4 | $ 2,423,460 | 4 |
| 7950 | Income tax expense (Notes 4 and 22) | 381,688 | 1 | 491,996 | 1 |
| 8200 | Net profit for the period | 1,478,758 | 3 | 1,931,464 | 3 |
| 8300 | Other comprehensive income, net | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans (Notes 4, 18 and 19) | 6,352 | - | 3,827 | - |
| 8500 | Total comprehensive income | $ 1,485,110 | 3 | $ 1,935,291 | 3 |
| 8610 | Net profit attributable to: Owners of the Company | $ 1,478,758 | 3 | $ 1,931,464 | 3 |
| 8710 | Comprehensive income attributable to: Owners of the Company | $ 1,485,110 | 3 | $ 1,935,291 | 3 |
| 9750 | Earnings per share (Note 23) | ||||
| 9850 | Basic | $ 18.32 | $ 23.93 | ||
| Diluted | $ 17.63 | $ 23.93 |
The accompanying notes are an integral part of the consolidated financial statements.
Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(In Thousands of NTD)
| Code | | Share capital | | Capital surplus | Retained earnings | | Other equity interest
Remeasurement of defined benefit plans | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Shares (thousand shares) | Amount | | Legal reserve | Unappropriated retained earnings | | |
| A1 | Balance on January 1, 2024 | 80,709 | $ 807,087 | $ 4,269,075 | $ 1,064,283 | $ 6,647,844 | $ 23,672 | $ 12,811,961 |
| | 2023 earnings appropriation | | | | | | | |
| B1 | Legal reserve appropriated | - | - | - | 178,930 | ( 178,930) | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | ( 1,452,757) | - | ( 1,452,757) |
| D1 | 2024 net profit | - | - | - | - | 1,931,464 | - | 1,931,464 |
| D3 | 2024 other comprehensive income | - | - | - | - | - | 3,827 | 3,827 |
| Z1 | Balance on December 31, 2024 | 80,709 | 807,087 | 4,269,075 | 1,243,213 | 6,947,621 | 27,499 | 13,294,495 |
| | 2024 earnings appropriation | | | | | | | |
| B1 | Legal reserve appropriated | - | - | - | 193,146 | ( 193,146) | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | ( 1,493,112) | - | ( 1,493,112) |
| | Other changes in capital surplus: | | | | | | | |
| C5 | Recognition of the equity component of issued convertible bonds | - | - | 85,600 | - | - | - | 85,600 |
| | 2025 earnings appropriation | | | | | | | |
| B1 | Legal reserve appropriated | - | - | - | 88,819 | ( 88,819) | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | ( 524,607) | - | ( 524,607) |
| D1 | 2025 net profit | - | - | - | - | 1,478,758 | - | 1,478,758 |
| D3 | 2025 other comprehensive income | - | - | - | - | - | 6,352 | 6,352 |
| Z1 | Balance on December 31, 2025 | 80,709 | $ 807,087 | $ 4,354,675 | $ 1,525,178 | $ 6,126,695 | $ 33,851 | $ 12,847,486 |
The accompanying notes are an integral part of the consolidated financial statements.
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Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(In Thousands of NTD)
| Code | Cash flows from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Profit before tax | $ 1,860,446 | $ 2,423,460 |
| A20010 | Profit or loss items | ||
| A20100 | Depreciation expense | 978,216 | 1,013,256 |
| A20200 | Amortization expense | 5,601 | 4,591 |
| A29900 | Amortization of long-term prepaid expenses | 4,562 | 3,769 |
| A20300 | Expected credit loss (reversal gain) | ( 513) | 416 |
| A20900 | Interest expense | 48,702 | 38,498 |
| A21200 | Interest revenue | ( 14,445) | ( 32,176) |
| A21300 | Dividend revenue | ( 997) | ( 2,735) |
| A22500 | Gains on disposals of property, plant and equipment | ( 184) | - |
| A29900 | Gain on lease modifications | ( 1,125) | - |
| A23700 | Inventory write-downs and obsolescence loss | 48,332 | 19,597 |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 7,385 | ( 4,012) |
| A31150 | Accounts receivable | 85,452 | ( 84,459) |
| A31180 | Other receivables | ( 130,712) | ( 121,102) |
| A31200 | Inventories | 2,709,818 | ( 725,969) |
| A31220 | Long-term prepaid expenses | ( 2,713) | ( 3,034) |
| A31230 | Prepayments to suppliers | ( 40,296) | ( 1,104,206) |
| A31240 | Prepaid expenses and other current assets | ( 17,729) | ( 15,884) |
| A32130 | Notes payable | 9,016 | ( 8,597) |
| A32150 | Accounts payable | 41,665 | ( 38,369) |
| A32160 | Accounts payable – related parties | ( 199,995) | 174,926 |
| A32180 | Other payables | ( 80,997) | 112,740 |
| A32125 | Contract liabilities | ( 2,133,793) | ( 584,737) |
| A32230 | Other current liabilities | ( 56,923) | ( 1,778) |
| A32240 | Net defined benefit liabilities | ( 2,967) | ( 23,957) |
| A33000 | Cash inflow generated from operations | 3,115,806 | 1,040,238 |
| A33100 | Interest received | 14,526 | 32,965 |
| A33300 | Interest paid | ( 43,827) | ( 41,994) |
| A33500 | Income taxes paid | ( 502,899) | ( 495,015) |
| AAAA | Net cash flows from operating activities | 2,583,606 | 536,194 |
| (Continued on next page) |
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | Acquisition of financial assets at amortized cost | ($ 2,000) | ($ 103,222) |
| B00050 | Proceeds from disposal of financial assets at amortized cost | 84,171 | 600,000 |
| B02700 | Purchase of property, plant, and equipment | ( 2,310,094) | ( 2,188,912) |
| B02800 | Proceeds from disposal of property, plant, and equipment | 413 | - |
| B03700 | Increase in guarantee deposits paid | ( 1,029) | ( 5,287) |
| B04500 | Purchase of intangible assets | ( 6,687) | ( 4,929) |
| B07100 | Increase in prepayments for business facilities | ( 39,153) | ( 1,230,284) |
| B07600 | Dividends received | 997 | 2,735 |
| BBBB | Net cash flows in investing activities | ( 2,273,382) | ( 2,929,899) |
| Net cash flows from financing activities | |||
| C00100 | Decrease (increase) in short-term borrowings | ( 700,000) | 700,000 |
| C01200 | Issuance of convertible bonds | 2,028,695 | - |
| C03000 | Increase in guarantee deposits received | 306 | - |
| C04020 | Payment of the principal portion of lease liabilities | ( 429,123) | ( 436,030) |
| C04500 | Cash dividends paid | ( 1,493,112) | ( 1,452,757) |
| CCCC | Net cash flows used in financing activities | ( 593,234) | ( 1,188,787) |
| EEEE | Net decrease in cash and cash equivalents for the period | ( 283,010) | ( 3,582,492) |
| E00100 | Cash and cash equivalents at beginning of period | 2,922,555 | 6,505,047 |
| E00200 | Cash and cash equivalents at end of period | $ 2,639,545 | $ 2,922,555 |
The accompanying notes are an integral part of the consolidated financial statements.
Pan German Universal Motors Ltd. and Subsidiaries
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In Thousands of NTD, Unless Otherwise Specified)
- Company History
History and operation of the parent company
Established in 1979, Pan German Universal Motors Ltd. (hereinafter referred to as Pan German Universal or the Company), mainly engages in the distribution, sale, maintenance, and repair of automobiles and their components.
Pan German Universal’s stocks have been listed on the Taiwan Stock Exchange since October 12, 2020.
History and operation of the subsidiaries
Established in 2010, Jet-Li Motors Ltd. (hereinafter referred to as “Jet-Li”) mainly engages in the distribution, sale, maintenance, and repair of automobiles and their components.
These consolidated financial statements are presented in New Taiwan Dollar (NTD), the functional currency of the Company.
- Approval Date and Procedures of the Financial Statements
The consolidated financial statements were approved by the Board of Directors on March 10, 2026.
- New Standards, Amendments, and Interpretations Adopted
(1) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively referred to as “IFRSs”), as endorsed and made effective by the Financial Supervisory Commission (FSC)
The application of the revised IFRSs endorsed and issued into effect by the FSC will not result in significant changes to the Group’s accounting policies.
(2) IFRSs endorsed by the FSC applicable in 2026
| New, revised or amended standards and interpretations | Effective Date by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 “Amendments to Classification and Measurement of Financial Instruments” | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” | January 1, 2026 |
(Continued on next page)
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| New, revised or amended standards and interpretations | Effective Date by IASB |
|---|---|
| “Annual Improvements to IFRS Accounting Standards – Volume 11” | January 1, 2026 |
| IFRS 17 “Insurance Contracts” (including the 2020 and 2021 amendments) | January 1, 2023 |
Amendments to IFRS 9 and IFRS 7 “Amendments to Classification and Measurement of Financial Instruments”
A. Regarding amendments to the application guidance on the classification of financial assets
The key amendments to the classification requirements for financial assets are as follows:
(a) If a financial asset contains a contingent event that can change the timing or amount of contractual cash flows, and the nature of the contingent event is not directly related to changes in basic loan risk and cost (such as whether the debtor achieves a specific reduction in carbon emissions), the contractual cash flows of such financial assets are principal payments and interest on the outstanding principal when they meet the following two conditions:
- Contractual cash flows arising from all possible scenarios (before or after the occurrence of contingent events) are solely principal payments and interest on the outstanding principal; and
- No difference between contractual cash flows arising from all possible scenarios and cash flows of financial instruments with the same contractual terms but without contingent features.
(b) Specify that financial assets with non-recourse features refer to the ultimate right of the entity to receive cash flows and are limited to the cash flows of specific assets according to the contract.
(c) Clarify that contractually linked instruments prioritize payments to financial asset holders by establishing multiple tranches of securities through a waterfall payment structure, thereby creating a credit risk concentration and leading to a disproportionate allocation of cash shortfalls from the underlying pool among different tranches of securities.
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B. Regarding amendments to the application guidance on the derecognition of financial liabilities
The amendment primarily explains that financial liabilities shall be derecognized on the settlement date. However, when a company settle financial liabilities in cash with an electronic payment system, it may choose to derecognize the financial liabilities before the settlement date if the following conditions are met:
- The entity does not have the practical ability to withdraw, stop, or cancel the payment instruction.
- The entity does not have the practical ability to access cash that will be used for settlement due to the payment instructions.
- The settlement risks associated with the electronic payment system are not significant.
The Group is required to retrace the comparative periods for which the amendment is applicable without the need for restatement, and recognize the impact of the initial application as of the date of the initial application. However, if a company may restate without the use of hindsight, it may choose to restate comparative periods.
Upon the initial application of the IFRSs applicable in 2026, the Group expects to revise the timing of derecognition of financial liabilities related to checks not yet cashed by counterparties from the issue date of the check to the date of cashing by the counterparty. The Group will not restate comparative information.
As of the date the consolidated financial statements were authorized for issuance, the Group assesses that the amendments to the aforementioned standards and interpretations will not have a significant impact on its financial position and performance.
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(3) IFRSs issued by IASB but not yet endorsed and made effective by the FSC
| New, revised or amended standards and interpretations | Effective date by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture Assets” | To be determined |
| IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 (Note 2) |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (including amendments for 2025) | January 1, 2027 |
| Amendments to IAS 21 “Translation to a Hyperinflationary Presentation Currency” | January 1, 2027 |
Note 1: Unless otherwise specified, the abovementioned new, revised, or amended standards and interpretations take effect for annual reporting periods beginning on or after the stated dates.
Note 2: The FSC announced on September 25, 2025, that domestic enterprises shall apply IFRS 18 from January 1, 2028, with the option for early adoption after IFRS 18 is endorsed.
IFRS 18 “Presentation and Disclosure in Financial Statements” and related consequential amendments
IFRS 18 will replace IAS 1 “Presentation of Financial Statements”. The main changes in the standard include:
- The Group shall assess whether it has specified main business activities that involve investing in specific types of assets or providing financing to customers, and accordingly classify income and expenses in the statement of profit or loss into operating, investing, financing, income taxes, and discontinued operation categories.
- The income statement shall present profit or loss from operations and before financing and tax, as well as subtotals and totals of profit or loss.
- Guidance is provided to enhance aggregation and disaggregation of requirements: The Group shall identify assets, liabilities, equity, revenue, expenses, and cash flows arising from individual transactions or other events, then classify and aggregate them based on common characteristics, so that each line item in the primary financial statements shares at least one similar characteristic. Items with dissimilar characteristics shall be disaggregated in the primary financial statements
and notes. The Group will only label such items as “Other” when a more informative designation cannot be identified.
- Disclosure of management-defined performance measures is required: When the Group engages in public communication outside the financial statements or communicates perspectives of management on specific aspects of its overall financial performance to users of the financial statements, it shall disclose the management-defined performance measures in a single note, including a description of the measure, the method of calculation, a reconciliation with subtotals or totals specified by IFRSs, and the effects of related adjustment items on income tax and non-controlling interests.
In addition, the following consequential amendments were made to IAS 7 “Statement of Cash Flows”:
- When the Group prepares cash flows from operating activities using the indirect method, operating profit or loss shall be used as the starting point for the reconciliation.
- Interest and dividends received by the Group shall be classified as investing activities, while interest and dividends paid shall be classified as financing activities. If the Group is assessed to have specific primary operating activities, it must consider the types of dividend income, interest income, and interest expense presented in the income statement to determine the classification of dividends received, interest received, and interest paid in the statement of cash flows; provided, however, each of the aforementioned cash flows may only be classified within a single activity in the statement of cash flows.
Except for the impacts noted above, as of the date the consolidated financial statements are approved and issued, the Group is still in the process of assessing the potential impacts of the amendments to various standards and interpretations on its financial position and performance. The relevant impacts will be disclosed upon the completion of the evaluation.
4. Summary of Significant Accounting Policies
(1) Compliance statement
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs as endorsed by the FSC.
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(2) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis except for financial instruments measured at fair value, and net defined benefit liabilities measured at the present value of the defined benefit obligations less the fair value of plan assets.
Fair value measurements are categorized into Level 1 through Level 3 based on the observability and importance of the relevant input values:
A. Level 1 inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
B. Level 2 inputs: Observable inputs for the asset or liability, either directly (i.e., prices) or indirectly (i.e., derived from prices), other than quoted prices included in Level 1.
C. Level 3 inputs: Unobservable inputs of assets or liabilities.
(3) Classification of assets and liabilities as current and non-current
Current assets include:
A. Assets held for trading purposes;
B. Assets expected to be realized within 12 months after the balance sheet date; and
C. Cash and cash equivalents (excluding those restricted from being exchanged or used to settle liabilities for more than 12 months after the balance sheet date).
Current liabilities include:
A. Liabilities held for trading purposes;
B. Liabilities to be settled within 12 months after the balance sheet date; and
C. Liabilities for which there is no substantive right to defer settlement beyond at least 12 months after the balance sheet date.
Those not classified as current assets or current liabilities are categorized as non-current assets or non-current liabilities.
(4) Basis of consolidation
The consolidated financial statements incorporate the financial statements of Pan German Universal and its controlled entities (i.e., subsidiaries). The consolidated statement of comprehensive income includes the operating profit or loss of subsidiaries acquired or disposed of during the period, from the date of acquisition or up to the date of disposal. The financial statements of the subsidiaries are adjusted to align with the accounting policies of the Group. All intra-group transactions, account balances, income, and expenses are fully eliminated during the preparation of the consolidated
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financial statements. The total comprehensive income or loss of subsidiaries is attributed to the owners of the Company and non-controlling interests, even when the non-controlling interests result in a deficit balance.
Subsidiaries with changes in ownership interest but still controlled by the Group are accounted for as equity transactions. The carrying amounts of the Group and non-controlling interests are adjusted to reflect changes in their relative equity interests in the subsidiaries. Any difference between the adjustment to non-controlling interests and fair value of the consideration paid or received is directly recognized as equity and attributed to the owners of the Company.
Refer to Note 11 and Table 4 for subsidiaries' details, ownership percentage and main businesses.
(5) Inventories
Inventories include automobiles, components, and accessories. Inventories are based on the lower of cost or net realizable value. When comparing cost and net realizable value, except for the same category of inventories, it is based on individual items. Net realizable value is the estimated selling price under normal circumstances less expected selling expenses. The cost of inventories is determined using the identification method for automobiles and the weighted-average method for components and accessories.
(6) Property, plant, and equipment
Property, plant, and equipment are recognized at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
Property, plant and equipment under construction are recognized at cost less accumulated impairment loss. Costs include professional service fees, borrowing costs eligible for capitalization, and depreciation expenses for right-of-use assets (land-use rights) related to property under construction. Assets are measured at the lower of cost and net realizable value before reaching the expected state of use, and their sales price and cost are recognized in profit or loss. When these assets are completed and reach the intended use, they are classified into the appropriate category within property, plant, and equipment, and depreciation begins to be recognized.
Except for owned land, which is not subject to depreciation, all other property, plant, and equipment is depreciated individually on a straight-line basis over the useful life of each significant component. Depreciation is recognized over the lease term if the lease term is shorter than the useful life. The Group reviews the estimated useful
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lives, residual values, and depreciation methods at least at the end of each year, and the effect of changes in accounting estimates is applied prospectively.
On derecognition of property, plant, and equipment, the difference between the net disposal proceeds and the carrying amount of assets is recognized in profit or loss.
(7) Intangible assets
A. Separate acquisition
Separately acquired intangible assets with limited useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Intangible assets are amortized on a straight-line basis over their useful lives. The Group reviews the estimated useful lives, residual values, and amortization methods at least at the end of each year, and the effect of changes in accounting estimates is applied prospectively. Intangible assets with an indefinite useful life are presented at cost less accumulated impairment loss.
B. Derecognition
On derecognition of intangible assets, the difference between the net disposal proceeds and the carrying amount of assets is recognized in profit or loss during the period.
(8) Impairment of property, plant and equipment, right-of-use assets, and intangible assets
At each balance sheet date, the Company assesses whether there are any indications that property, plant, and equipment, right-of-use, and intangible assets may be impaired. If any such indication exists, the recoverable amount of the assets is estimated. If the recoverable amount of an individual asset cannot be estimated, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Shared assets are allocated to the smallest cash-generating unit group on a reasonable and consistent basis.
For intangible assets with indefinite useful lives and those not yet available for use, impairment tests are conducted at least annually and whenever there are indications of impairment.
The recoverable amount is the higher of fair value less costs to sell and in use. If the recoverable amount of individual assets or cash-generating units is less than their carrying amount, the said carrying amount is reduced to their recoverable amount, and impairment loss is recognized in profit or loss.
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When impairment loss is subsequently reversed, the carrying amount of the assets or cash-generating units is increased to the revised recoverable amount of each asset or cash-generating unit, but not to an amount that exceeds the carrying amount (less amortization or depreciation) that would have been determined had impairment loss not been recognized for the assets or cash-generating unit in prior years. The reversal of impairment loss is recognized in profit or loss.
(9) Financial instruments
Financial assets and financial liabilities are recognized in the consolidated balance sheets when the Group becomes a party to the contract terms of the instruments.
When initially recognized, if not measured at fair value through profit or loss, the financial assets and liabilities are measured at fair value with the addition of transaction costs directly attributable to the acquisition or issuance of financial assets or liabilities. Transaction costs directly attributable to the acquisition of financial assets or liabilities at fair value through profit or loss are recognized immediately in profit or loss.
A. Financial assets
All regular way purchases or sales of financial instruments are recognized and derecognized on a trade date basis.
(a) Measurement categories
The types of financial assets held by the Group are financial assets at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.
i. Financial assets at amortized cost
Financial assets invested by the Group are classified as financial assets at amortized cost if the following conditions are met:
(i) The financial asset is held within a business model whose objective is to hold financial assets to collect contractual cash flows, and
(ii) The contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, the financial assets at amortized cost (including cash and cash equivalents, receivables at amortized cost, restricted term deposits, other receivables, guarantee deposits paid, and other financial assets) are measured at the total carrying amount
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determined by the effective interest method, less any amortized cost of impairment loss, and any foreign currency exchange gains or losses are recognized in profit or loss.
Interest revenue is calculated by multiplying the effective interest rate by the total carrying amount of the financial assets, except for the following two cases:
(i) For purchased or originated credit-impaired financial assets, interest revenue is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset.
(ii) For financial assets that are not purchased or originated credit-impaired but subsequently become credit-impaired, interest revenue shall be calculated by applying the effective interest rate to the amortized cost of the financial asset starting from the next reporting period after the credit impairment.
Cash equivalents include time deposits and repurchase agreements with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
ii. Equity instrument investments measured at fair value through other comprehensive income
The Company may irrevocably elect, at initial recognition, to designate investments in equity instruments that are not held for trading and are not contingent consideration recognized by acquirers in a business combination to be measured at fair value through other comprehensive income.
Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity interest. 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 measured at fair value through other comprehensive income are recognized in profit or loss when the Company's right to receive the dividends is established,
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unless the dividends clearly represent a recovery of part of the investment cost.
(b) Impairment of financial assets
The Group assesses the impairment loss of financial assets measured at amortized cost (including accounts receivable) based on expected credit losses on each balance sheet date.
Accounts receivable are recognized for loss allowances based on lifetime expected credit losses (ECLs). Other financial assets are first assessed to determine whether credit risk has significantly increased since initial recognition. If it has not significantly increased, the loss allowance is recognized based on the 12-month expected credit loss. If it has significantly increased, the loss allowance is recognized based on the lifetime ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Twelve-month expected credit losses represent the expected credit losses of a financial instrument arising from default events possible within 12 months after the reporting date. Lifetime ECLs represent the expected losses of a financial instrument arising from all default events possible over its expected life.
Impairment losses on all financial assets are recognized by adjusting their carrying amounts through an allowance account, but the loss allowance for debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income, and the carrying amount is not reduced.
(c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the financial assets expire, or it transfers the financial assets and substantially all the risks and rewards of ownership of the assets to another entity.
On derecognition of financial assets measured at amortized cost in its entirety, the difference between the asset's carrying amount and the consideration received is recognized in profit or loss. On derecognition of investments in equity instruments measured at fair value through other
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comprehensive income, the cumulative gain or loss is directly transferred to retained earnings and is not reclassified to profit or loss.
B. Financial liabilities
(a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
(b) Derecognition of financial liabilities
On derecognition of financial liabilities, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
C. Equity instruments
Debt and equity instruments issued by the Group are classified as financial liabilities or equity based on the substance of the contractual agreement and the definition of financial liability and equity instruments.
Equity instruments issued by the Group are recognized at the received proceeds less direct issuance costs.
D. Convertible bonds
Compound financial instruments (convertible bonds) issued by the Group are classified into their components as financial liability and equity upon initial recognition, based on the substance of the contractual agreement and the definitions of financial liabilities and equity instruments.
At initial recognition, the fair value of the liability component is estimated using the market interest rate of similar non-convertible instruments at that time and measured at amortized cost calculated by the effective interest method until conversion or maturity. The liability component embedded in non-equity derivative instruments is measured at fair value.
The conversion option classified as equity is the residual amount equal to the fair value of the entire compound instrument less the fair value of the separately determined liability component. The residual amount is recognized in equity after deducting the income tax impact and is not subsequently remeasured. Upon the exercise of such conversion right, the related liability component and the amount in equity will be reclassified to share capital and capital surplus – share premium. If the conversion option of convertible bonds is not exercised by
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the maturity date, the amount recognized in equity will be reclassified to capital surplus – share premium.
Transaction costs relating to the issuance of convertible bonds are allocated to the liabilities (recognized in the carrying amount of liabilities) and equity components (recognized in equity) of the instrument in proportion to the allocated total price.
(10) Provision for liabilities
The amount recognized as a provision for liabilities is the best estimate of the consideration required to settle the present obligation at the end of the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. The provision for liabilities is measured at the discounted value of the estimated cash flows from the settlement of the obligation.
Decommissioning and restoration obligations
Provisions for liabilities are recognized at the present value of the best estimate of the future outflow of economic benefits that will be required to settle the Group’s obligations under the lease.
(11) Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.
For contracts where the period between the transfer of goods or services and the receipt of the consideration is within one year, the transaction price is not adjusted to reflect a significant financing component.
A. Sales revenue from goods
Sales revenue comes from the sale of automotive products. Sales of automotive products are recognized as revenue upon transfer of ownership.
B. Revenue from services
Service revenue comes from vehicle maintenance services.
As the Group provides vehicle maintenance services, the customer pays for the services after the vehicle maintenance is completed. Therefore, the Group recognizes revenue when the vehicle maintenance is completed.
(12) Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
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A. The Group as a lessor
Lease received under operating leases are recognized as income on a straight-line basis over the lease term.
B. The Group as a lessee
Except for lease payments of low-value underlying assets and short-term leases that are recognized as expenses on a straight-line basis over the lease term, other leases are recognized as right-of-use assets and lease liabilities at the lease commencement date.
Right-of-use assets are initially measured at cost (including the initial measurement of lease liability, lease payments made before the commencement date, less lease incentives received, initial direct costs incurred, and an estimate of costs needed to restore the underlying assets). They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses, and adjusted for any remeasurement of lease liability. Right-of-use assets is separately expressed in the consolidated balance sheet.
Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the useful life and the lease term.
Lease liabilities are initially measured at the present value of the lease payments (including fixed payments and variable lease payments that depend on an index or a rate). The lease payments are discounted using the interest rate implicit in a lease if such rate can be readily determined. If such rate cannot be readily determined, the incremental borrowing rate of the lessee is used.
Subsequently, the lease liabilities adopt the effective interest method to measure the cost after amortization, and interest expense is amortized during the lease period. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For lease modifications not treated as separate leases, the remeasurement of lease liabilities due to a reduction in the lease scope results in an adjustment to the right-of-use assets, and the gain or loss from partial or complete termination of the lease is recognized; for other modifications, the remeasurement of lease liabilities results in an adjustment to
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the right-of-use assets. The lease liabilities are separately expressed in the balance sheet.
(13) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets are included in the cost of those assets until substantially all necessary activities to bring the assets to the intended use or sale condition are completed.
Specific borrowings, such as investment revenue earned by temporary investment before the occurrence of capital expenditures that meet the requirements, are 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 related to short-term employee benefits are measured by the undiscounted amount expected to be paid in exchange for employee services.
B. Retirement benefits
Payments to defined contribution plans are recognized as expenses when employees render services that give rise to pension contributions.
Defined benefit costs (including service cost, net interest, and remeasurement) under the defined benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement (comprising actuarial gains and losses and the return on plan assets, excluding interest) is recognized in other comprehensive income and other equity interest in the period in which they occur and is not subsequently reclassified to profit and loss.
The net defined benefit liabilities are the deficit in the contribution to the defined benefit retirement plan. The net defined benefit assets may not exceed the present value of refunds of contributions from the plan or reductions in future contributions.
(15) Income tax
Tax expense comprises current income tax and deferred income tax.
A. Current income tax
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The Group determines the current income (loss) in accordance with the laws and regulations of the reporting jurisdiction of income tax and calculates the payable (recoverable) amount of income tax.
In accordance with the Income Tax Act, additional income tax levied on unappropriated retained earnings is recognized in the resolution year of the shareholders' meeting.
The adjustment of payable to income tax in the previous year is listed in the current income tax.
B. Deferred income tax
Deferred income tax is calculated on temporary differences arising from the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are recognized when it is probable that taxable profits will be available to offset deductible temporary differences.
Deferred income tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. Deductible temporary differences associated with such investments are recognized as deferred tax assets only to the extent that it is probable that there will be sufficient taxable profits to realize the temporary differences and that such differences are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The previously unrecognized deferred tax assets are also reviewed at each balance sheet date and increased in carrying amount to the extent that it becomes probable that future taxable profits will be available to recover all or part of the assets.
Deferred tax assets and liabilities are measured at the tax rates for the period in which liabilities are settled or assets are realized, based on the tax rates and tax laws that have been enacted or substantively enacted on the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax
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consequences that would follow from the manner in which the Company expects, on the balance sheet date, to recover or settle the carrying amount of its assets and liabilities.
C. Current and deferred income tax
Current and deferred income tax are recognized in profit or loss, except when they relate to items recognized in other comprehensive income or directly in equity, in which case, the current and deferred income tax are also recognized in other comprehensive income or directly in equity.
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- Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty
In the application of the Group's accounting policies, management is required to make judgments, estimates, and assumptions based on historical experience and other relevant factors for items where information is not readily available from other sources. Actual results may differ from these estimates.
The accounting policies, estimates, and basic assumptions adopted by the Group have been evaluated by management, and no significant uncertainties related to accounting judgments, estimates, or assumptions have been identified.
- Cash and Cash Equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand and revolving funds | $ 14,494 | $ 17,801 |
| Checking accounts and demand deposits | 1,714,954 | 2,574,405 |
| Cash equivalents (investments with maturities within 3 months) | ||
| Repurchase agreements | 910,097 | 330,349 |
| $ 2,639,545 | $ 2,922,555 |
The market rate intervals of cash equivalents were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Repurchase agreements | 1.24% | 1.22% |
- Financial Assets at Fair Value Through Other Comprehensive Income
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Non-current | ||
| Investments in equity instruments | ||
| Unlisted ordinary shares | ||
| Yung Hsin Car Rental Co., Ltd. | $ 6,924 | $ 6,924 |
| Union Capital Carleasing Ltd. | 22,750 | 22,750 |
| $ 29,674 | $ 29,674 |
The Group has invested in the ordinary shares of Yung Hsin Car Rental Co., Ltd. and Union Capital Carleasing Ltd. for medium- and long-term strategic purposes, with the expectation of generating profits through long-term investments. Accordingly, management of the Group has elected to designate these investments as measured at fair value through other comprehensive income, as they believe recognizing short-term
fluctuations in the fair value of these investments in profit or loss would not align with the Group's strategy of holding them for long-term purposes.
- Financial Assets at Amortized Cost
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | ||
| Domestic investments | ||
| Restricted time deposits | $ 7,400 | $ 5,400 |
| Less: Allowance for impairment loss | - | - |
| $ 7,400 | $ 5,400 | |
| Non-current | ||
| Domestic investments | ||
| Restricted time deposits | $ 7,994 | $ 92,165 |
| Less: Allowance for impairment loss | - | - |
| $ 7,994 | $ 92,165 |
The market rate intervals for restricted time deposits as of the balance sheet date is as follows:
| Restricted time deposits | December 31, 2025 | December 31, 2024 |
|---|---|---|
| 0.77%-1.7% | 0.67%-1.7% |
Refer to Note 27 for details on financial assets at amortized cost pledged as collateral.
- Notes and Accounts Receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable (including related parties) | ||
| Measured at amortized cost | ||
| Total carrying amount | $ 138 | $ 7,523 |
| Accounts receivable (including related party) | ||
| Measured at amortized cost | ||
| Total carrying amount | $ 407,043 | $ 492,495 |
| Less: Allowance for impairment loss | ( 2,419 ) | ( 2,932 ) |
| $ 404,624 | $ 489,563 |
The average credit period of sales of goods was 60 days after month-end, with no interest charged on accounts receivable. The Group rates its major customers using historical transaction records and reviews the recoverable amount of accounts receivable on the balance sheet date to ensure that adequate allowances are reserved for
unrecoverable amounts. Accordingly, the management believes the Group's credit risk has been significantly mitigated.
The Group measures the loss allowance for accounts receivable at an amount equal to lifetime ECLs, except for specific customers, for which an impairment loss is recognized when there is objective evidence of impairment. The lifetime ECLs for trade receivables are estimated using a provision matrix by reference to the customer's historical default history and current financial condition. As the credit loss experience of the Group indicates no significant difference in loss patterns of different customer segments, the ECL rate is decided by the provision matrix based solely on the aging of receivables without further distinction among different customer bases.
If there is evidence that a counterparty is experiencing severe financial difficulties, and the Group cannot reasonably expect to recover the outstanding amount—for instance, if the counterparty is undergoing liquidation—the related accounts are written off directly by the Group. However, the recovery efforts will continue, and any amounts subsequently recovered will be recognized in profit or loss.
The Group's notes receivable are all not overdue, and the allowance for losses on accounts receivable (including related parties) is measured based on the provision matrix as follows:
December 31, 2025
| Not overdue | Overdue 1-60 days | Overdue for more than 61 days | Individual assessment | Total | |
|---|---|---|---|---|---|
| Expected credit loss rate | 0.50% | 1.00% | 1.00% | ||
| Total carrying amount | $ 378,295 | $ 24,369 | $ 4,109 | $ 270 | $ 407,043 |
| Loss allowance (lifetime ECLs) | ( 1,891 ) | ( 244 ) | ( 41 ) | ( 243 ) | ( 2,419 ) |
| Amortized cost | $ 376,404 | $ 24,125 | $ 4,068 | $ 27 | $ 404,624 |
December 31, 2024
| Not overdue | Overdue 1-60 days | Overdue for more than 61 days | Individual assessment | Total | |
|---|---|---|---|---|---|
| Expected credit loss rate | 0.50% | 1.00% | 1.00% | ||
| Total carrying amount | $ 446,624 | $ 30,620 | $ 14,981 | $ 270 | $ 492,495 |
| Loss allowance (lifetime ECLs) | ( 2,233 ) | ( 306 ) | ( 150 ) | ( 243 ) | ( 2,932 ) |
| Amortized cost | $ 444,391 | $ 30,314 | $ 14,831 | $ 27 | $ 489,563 |
Changes in the loss allowance on accounts receivable were as follows:
| 2025 | 2024 | |
|---|---|---|
| Opening balance | $ 2,932 | $ 2,516 |
| Add: Impairment loss allowance for the year | - | 416 |
| Less: Reversal of impairment loss for the year | ( 513 ) | - |
| Closing balance | $ 2,419 | $ 2,932 |
- Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Motor vehicles | $ 4,829,888 | $ 6,268,377 |
| Automotive parts and accessories | 563,511 | 542,054 |
| $ 5,393,399 | $ 6,810,431 |
In 2025 and 2024, the cost of sales related to inventories were NT$45,699,630 thousand and NT$51,236,662 thousand, respectively. Cost of sales including inventory valuation loss were NT$48,332 thousand and NT$19,597 thousand, respectively.
As of December 31, 2025 and 2024, the automotive and components allowance for inventory valuation losses were NT $83,318 thousand and NT $34,986 thousand, respectively.
- Subsidiaries
Subsidiaries included in the consolidated financial statements
The reporting entities included in the consolidated financial statements are as follows:
| Investor | Subsidiary | Business nature | Ownership (%) | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | Sales and maintenance of cars | 100% | 100% |
- Property, Plant and Equipment
| Land | Building | Machinery equipment | Transportation equipment | Miscellaneous equipment | Leasehold improvements | Property under construction | Total | |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Balance on January 1, 2025 | $ 928,019 | $ 3,406,329 | $ 344,730 | $ 898,056 | $ 350,177 | $ 1,368,351 | $ 744,498 | $ 8,040,160 |
| Additions | - | 285 | 16,295 | 1,448,442 | 31,817 | 9,652 | 743,331 | 2,249,822 |
| Disposals | ( 134) | ( 13,128) | ( 45,502) | - | ( 60,575) | ( 3,517) | - | ( 122,856) |
| Reclassification | 1,216,817 | - | 4,636 | ( 1,520,675) | 11,033 | 2,269 | 17,776 | ( 268,144) |
| Balance on December 31, 2025 | $ 2,144,702 | $ 3,393,486 | $ 320,159 | $ 825,823 | $ 332,452 | $ 1,376,755 | $ 1,505,605 | $ 9,898,982 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2025 | $ - | $ 1,265,151 | $ 221,688 | $ 103,094 | $ 224,472 | $ 697,766 | $ - | $ 2,512,171 |
| Depreciation expense | - | 185,978 | 42,683 | 184,447 | 48,898 | 98,003 | - | 560,009 |
| Disposals | - | ( 13,128) | ( 45,407) | - | ( 60,575) | ( 3,517) | - | ( 122,627) |
| Reclassification | - | - | - | ( 179,664) | ( 2,481) | - | - | ( 182,145) |
| Balance on December 31, 2025 | $ - | $ 1,438,001 | $ 218,964 | $ 107,877 | $ 210,314 | $ 792,252 | $ - | $ 2,767,408 |
| Net amount on December 31, 2025 | $ 2,144,702 | $ 1,955,485 | $ 101,195 | $ 717,946 | $ 122,138 | $ 584,503 | $ 1,505,605 | $ 7,131,574 |
| Net amount on December 31, 2024 and January 1, 2025 | $ 928,019 | $ 2,141,178 | $ 123,042 | $ 794,962 | $ 125,705 | $ 670,585 | $ 744,498 | $ 5,527,989 |
| Cost | ||||||||
| Balance on January 1, 2024 | $ 928,019 | $ 3,404,571 | $ 325,057 | $ 849,497 | $ 358,602 | $ 1,359,289 | $ 24,241 | $ 7,249,276 |
| Additions | - | 2,334 | 17,331 | 1,585,855 | 9,642 | 8,984 | 704,435 | 2,328,581 |
| Disposals | - | ( 576) | ( 4,552) | ( 3,249) | ( 20,583) | ( 1,135) | - | ( 30,095) |
| Reclassification | - | - | 6,894 | ( 1,534,047) | 2,516 | 1,213 | 15,822 | ( 1,507,602) |
| Balance on December 31, 2024 | $ 928,019 | $ 3,406,329 | $ 344,730 | $ 898,056 | $ 350,177 | $ 1,368,351 | $ 744,498 | $ 8,040,160 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2024 | $ - | $ 1,044,979 | $ 180,312 | $ 100,395 | $ 187,497 | $ 587,104 | $ - | $ 2,100,287 |
| Depreciation expense | - | 220,748 | 45,935 | 182,936 | 57,601 | 111,797 | - | 619,017 |
| Disposals | - | ( 576) | ( 4,552) | ( 161) | ( 20,583) | ( 1,135) | - | ( 27,007) |
| Reclassification | - | - | ( 7) | ( 180,076) | ( 43) | - | - | ( 180,126) |
| Balance on December 31, 2024 | $ - | $ 1,265,151 | $ 221,688 | $ 103,094 | $ 224,472 | $ 697,766 | $ - | $ 2,512,171 |
| Net amount on December 31, 2024 | $ 928,019 | $ 2,141,178 | $ 123,042 | $ 794,962 | $ 125,705 | $ 670,585 | $ 744,498 | $ 5,527,989 |
The reclassifications for the years 2025 and 2024 mainly involved transferring prepayments for business facilities, reclassifying transportation equipment to inventories, and property under construction. Upon completion, the costs eligible for capitalization were reclassified and recognized according to their nature. Please refer to Notes 13 and 21.
As there were no indications of impairment in 2025 and 2024, the Group did not conduct an impairment assessment.
Property, plant, and equipment are depreciated on a straight-line basis over the following estimated useful lives:
| Buildings and structures | |
|---|---|
| Main building and decoration | |
| project | 3 to 51 years |
| Utility and communication engineering | 2 to 18.5 years |
| Machinery equipment | 2 to 13 years |
| Transportation equipment | 3 to 6 years |
| Miscellaneous equipment | 2 to 15 years |
| Leasehold improvements | 1 to 18 years |
As of December 31, 2025, the Group's significant property under construction contracts were as follows:
| Contracting party | Contract date | Total contract price | Amount paid |
|---|---|---|---|
| Lee Ming Construction Co., Ltd. | December 2023 | $ 1,084,571 | $ 824,274 |
| Fuli Construction Co., Ltd. | March 2024 | $ 890,476 | $ 560,905 |
| Akabane Design Corporation | November 2025 | $ 175,048 | $ 52,514 |
The abovementioned construction contracts pertain to the development of new business locations for the Group across various regions. As of December 31, 2025, the overall projects had not yet been completed, and therefore, the payments made have been included in property under construction.
13. Lease Arrangements
(1) Right-of-use assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amount of right-of-use assets | ||
| Land | $ 2,037,647 | $ 2,019,842 |
| Buildings | 744,938 | 811,798 |
| $ 2,782,585 | $ 2,831,640 | |
| 2025 | 2024 | |
| Additions to right-of-use assets | $ 416,453 | $ 322,636 |
| Depreciation of right-of-use assets | ||
| Land | $ 178,817 | $ 166,166 |
| Buildings | 255,946 | 240,490 |
| Capitalization of property, plant and equipment | ( 16,556 ) | ( 12,417 ) |
| $ 418,207 | $ 394,239 |
Except for the above-mentioned addition and recognition of depreciation expense, there were no significant sublease or impairment events concerning the Group's right-of-use assets in 2025 and 2024.
(2) Leases liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amount of lease liabilities | ||
| Current | $ 407,588 | $ 354,898 |
| Non-current | $ 2,677,138 | $ 2,774,369 |
Range of discount rates for lease liabilities was as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Land | 1.05%-1.70% | 1.05%-1.70% |
| Buildings | 1.05%-1.70% | 1.05%-1.70% |
(3) Other lease information
In 2025, due to the modification of the lease terms, the Group reduced the right-of-use assets by NT$30,745 thousand and the lease liabilities by NT$31,870 thousand.
| 2025 | 2024 | |
|---|---|---|
| Short-term lease expenses | $ 80,152 | $ 104,279 |
| Total cash (outflow) for leases | ($ 550,865) | ($ 580,827) |
The Group elected to apply the recognition exemption for short-term leases, and did not recognize right-of-use assets or lease liabilities for these leases.
Total cash outflows for leases include lease principal repayments, lease interest payments (including interest capitalized), and cash flows arising from short-term lease expenses.
14. Short-term Borrowings
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Credit line borrowings | $ - | $ 700,000 |
The interest rate on bank credit borrowings as of December 31, 2024, was 1.78%.
15. Bonds Payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Face value of domestic unsecured convertible bonds | $ 2,000,000 | $ - |
| Less: Discount on bonds payable | ( 47,373 ) | - |
| $ 1,952,627 | $ - |
Pan German Universal issued its first and second tranches of domestic unsecured convertible bonds on June 26 and June 30, 2025, respectively, with each tranche comprising 10,000 units, each unit comprising a face value of NT$100 thousand, and a coupon rate of 0%. The issuance periods are both 3 years (maturing on June 26 and June 30, 2028), with actual issuance prices at 101% and 102.37% of the face value. The total funds raised are NT$1,010,000 thousand and NT$1,023,695 thousand.
Each holder of convertible bonds may convert their convertible corporate bonds into ordinary shares of Pan German Universal from the day after three months of issuance (September 27 and October 1, 2025) to the maturity date (June 26 and June 30, 2028).
- 37 -
The conversion prices of this convertible bond at issuance and as of December 31, 2025, were NT$307.6 and NT$297.8 per share, respectively; the conversion prices as of December 31, 2025, were NT$289.4 and NT$280.2 per share, respectively.
From the day after three months of issuance to 40 days before the maturity date (September 27, 2025 to May 17, 2028 and October 1, 2025 to May 21, 2028), if the closing price of Pan German Universal’s ordinary shares continuously exceeds the conversion price at that time by 30% or more for 30 consecutive business days, or if the outstanding balance of this convertible bond falls below 10% of the original total issuance amount, Pan German Universal may redeem its outstanding convertible bonds at par value in cash.
This convertible bond includes liability and equity components, with the equity component expressed under equity as capital surplus, share options. The effective interest rates for the initial recognition of the liability components were 0.8811% and 1.0425%, respectively.
Issuance proceeds (less transaction costs of NT$5,000 thousand) $ 2,028,695
Equity components (85,600)
Component of liability at issuance date (less transaction costs allocated to liability of NT$5,000 thousand) 1,943,095
Interest calculated at effective interest rates of 0.8811% and 1.0425% (Note 21) 9,532
Components of liabilities on December 31, 2025 $ 1,952,627
- Notes and Accounts Payable (Including Related Parties)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes payable | $ 13,548 | $ 4,532 |
| Accounts payable | 427,677 | 586,007 |
| $ 441,225 | $ 590,539 |
Notes and accounts payable primarily consist of payments to suppliers.
- Other Payables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Wages, salaries, and bonuses payable | $ 525,861 | $ 595,465 |
| Equipment payable | 149,029 | 209,301 |
| Employee and director remuneration payable | 21,380 | 26,600 |
| Rents payable | 13,550 | 9,945 |
| Dividends payable | 524,607 | - |
| Other payables | 343,044 | 352,875 |
| $ 1,577,471 | $ 1,194,186 |
-
39 -
-
Retirement Benefit Plans
(1) Defined contribution plans
The pension system of the “Labor Pension Act” applicable to the Group is a defined contribution retirement plan managed by the government, and 6% of the employee’s monthly salary is allocated to the individual account at the Labor Insurance Bureau.
(2) Defined benefit plans
Pan German Universal Motors Ltd. of the Group operates a government-managed defined benefit retirement plan under the Labor Standards Act of our country. Pension benefits are calculated based on the length of service and average monthly salaries of the six months before retirement. The Company allocates 5% of the total monthly salary of employees to the pension fund, which is deposited in a special account with the Bank of Taiwan under the name of the Supervisory Committee of Labor Retirement Reserve. Before the end of the year, if it is estimated that the balance of the special account is insufficient to cover the estimated retirement benefits for workers expected to meet retirement conditions in the following year, the shortfall will be allocated in a lump sum by the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor; the Company has no right to influence the investment policy and strategy.
The amounts included in consolidated balance sheets in respect of the defined benefit plans were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Present value of defined benefit obligations | $ 36,090 | $ 52,589 |
| Fair value of plan assets | ( 18,720 ) | ( 24,312 ) |
| Net defined benefit liabilities | $ 17,370 | $ 28,277 |
Movements in net defined benefit liabilities (assets) were as follows:
| Present value of defined benefit obligations | Fair value of plan assets | Net defined benefit liabilities (assets) | |
|---|---|---|---|
| January 1, 2024 | $ 73,348 | ($ 16,330) | $ 57,018 |
| Service cost | |||
| Current service cost | 67 | - | 67 |
| Interest expense (revenue) | 827 | ( 112 ) | 715 |
| Recognized in profit or loss | 894 | ( 112 ) | 782 |
| Remeasurement | |||
| Return on plan assets (except the amount included in net interest) | - | ( 2,414 ) | ( 2,414 ) |
| Actuarial gain | |||
| – Changes in financial assumptions | ( 890 ) | - | ( 890 ) |
| – Adjustments due to experience | ( 1,480 ) | - | ( 1,480 ) |
| Recognized in other comprehensive income | ( 2,370 ) | ( 2,414 ) | ( 4,784 ) |
| Contributions from the employer | - | ( 14,034 ) | ( 14,034 ) |
| Benefits paid | ( 19,283 ) | 8,578 | ( 10,705 ) |
| December 31, 2024 | 52,589 | ( 24,312 ) | 28,277 |
| Service cost | |||
| Current service cost | 77 | - | 77 |
| Interest expense (revenue) | 789 | ( 391 ) | 398 |
| Recognized in profit or loss | 866 | ( 391 ) | 475 |
| Remeasurement | |||
| Return on plan assets (except the amount included in net interest) | - | ( 1,700 ) | ( 1,700 ) |
| Actuarial loss (gain) | |||
| – Changes in financial assumptions | 551 | - | 551 |
| – Adjustments due to experience | ( 6,791 ) | - | ( 6,791 ) |
| Recognized in other comprehensive income | ( 6,240 ) | ( 1,700 ) | ( 7,940 ) |
| Contributions from the employer | - | ( 3,442 ) | ( 3,442 ) |
| Benefits paid | ( 11,125 ) | 11,125 | - |
| December 31, 2025 | $ 36,090 | ($ 18,720) | $ 17,370 |
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
| 2025 | 2024 | |
|---|---|---|
| Operating expenses | $ 475 | $ 782 |
Through the pension system under the "Labor Standards Act", the Group is exposed to the following risks:
A. Investment risk: The Bureau of Labor Funds, Ministry of Labor, invests the labor retirement fund through self-management and entrusted management in domestic and foreign equity securities, debt securities, and cash in banks, among other targets. However, the distributable amount of the Company's plan assets is calculated based on earnings not less than the interest rate of a two-year fixed deposit at local banks.
B. Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of plan assets.
C. Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
Qualified actuaries conducted the actuarial valuations of the present value of the defined benefit obligation. The significant assumptions were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 1.38% | 1.50% |
| Expected rate(s) of salary increase | 3.00% | 3.00% |
If a possible reasonable change in each of the significant actuarial assumptions will occur, and all other assumptions will remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | ||
| Increase by 0.25% | ($ 1,091) | ($ 1,720) |
| Decrease by 0.25% | $ 1,137 | $ 1,800 |
| Expected rate(s) of salary increase | ||
| Increase by 0.25% | $ 1,098 | $ 1,741 |
| Decrease by 0.25% | ($ 1,060) | ($ 1,673) |
Due to the potential interrelation of actuarial assumptions, the likelihood of only a single assumption changing is low. Hence, the sensitivity analysis above may not reflect the actual changes in the present value of defined benefit obligations.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Expected contributions within one year | $ 2,915 | $ 3,530 |
| Average duration of the defined benefit obligation | 12.3 years | 13.4 years |
19. Equity
(1) Share capital
Ordinary shares
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Authorized shares (thousand shares) | 100,000 | 100,000 |
| Authorized share capital | $ 1,000,000 | $ 1,000,000 |
| Issued and paid-up shares (thousand shares) | 80,709 | 80,709 |
| Issued share capital | $ 807,087 | $ 807,087 |
Each issued ordinary share with a par value of NT$10 per share carries one voting right and entitles the holder to receive dividends.
(2) Capital surplus
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Portion used to offset deficits, distributed as cash dividends, or transferred to share capital (Note) | ||
| Share premium | $ 3,916,244 | $ 3,916,244 |
| Difference between the purchase price and book value of acquired subsidiary shares | 352,831 | 352,831 |
| Portion not used for any purpose | ||
| Warrants for convertible bonds | 85,600 | - |
| $ 4,354,675 | $ 4,269,075 |
Note: This type of capital surplus may be used to offset deficits, and may also be distributed as cash dividends or transferred to share capital when the Company has no deficit, provided that the transfer is limited to a certain percentage of the Company's paid-in capital each year.
(3) Retained earnings and dividend policy
Pan German Universal passed a resolution to amend its Articles of Incorporation at the annual general meeting on June 13, 2025, stipulating that the Company’s earnings appropriation or loss compensation shall be made after the end of each semi-annual accounting period.
According to the amended articles regarding retained earnings appropriation policy, if there is a profit in the semi-annual or annual financial statements after paying taxes and offsetting accumulated losses, then 10% shall be allocated as legal reserve, and the remainder shall be allocated or reversed into special reserve in accordance with legal provisions. If there is still a balance, together with the accumulated unappropriated retained earnings, the Board of Directors shall draft an earnings appropriation proposal and submit it to the shareholders’ meeting for resolution. The aforementioned profit distribution, if made in cash, shall be resolved by the Board of Directors; if made by issuing new shares, it shall be resolved by the shareholders’ meeting. When distributing dividends or bonuses using the aforementioned legal reserve and capital surplus, the Board of Directors must convene with at least two-thirds of its members present and obtain approval from the majority of the directors in attendance. The resolution will then be reported to the shareholders’ meeting.
Pen German Universal’s dividend policy is based on factors such as the Company’s profitability, capital structure, and future operational needs. The annual dividend distribution shall be no less than 50% of the net profit after tax for the current year. However, if the accumulated distributable surplus is less than 20% of the paid-in capital, no distribution may be made. The Company follows a balanced dividend policy between stock dividends and cash dividends, with the proportion of cash dividends no less than 10% of the total amount of dividends and bonuses distributed to shareholders. For policies regarding the distribution of employee and director remunerations, please refer to “Employee and director remuneration” in Note 21 (5).
When the balance of legal reserve reaches the total amount of Pan German Universal’s paid-in share capital, no further allocation is required. The legal reserve may be used to offset a deficit. If the Company has no deficit, any portion of the legal reserve exceeding 25% of the paid-in share capital may be transferred to share capital or distributed in cash.
The Company’s earnings appropriation proposals for 2024 and 2023 are as follows:
- 43 -
| Earnings appropriation proposals | Dividends per share (NTD) | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Legal reserve | $ 193,146 | $ 178,930 | $ - | $ - |
| Cash dividends | 1,493,112 | 1,452,757 | 18.5 | 18 |
The above cash dividends were resolved by the Board of Directors on March 12, 2025, and March 13, 2024, respectively. The remaining items of earnings appropriation for 2024 were resolved at the annual shareholders' meeting on June 13, 2025. The remaining items of earnings appropriation for 2023 were also resolved at the annual shareholders' meeting on June 21, 2024.
The Board of Directors resolution of Pan German Universal Motors Ltd. regarding the 2025 earnings appropriation proposals is as follows:
| Second half of 2025 | First half of 2025 | |
|---|---|---|
| Date of Board of Directors resolution | March 10, 2026 | November 10, 2025 |
| Legal reserve | $ 59,056 | $ 88,819 |
| Cash dividends | $ 645,670 | $ 524,607 |
| Cash dividends per share (NTD) | $ 8 | $ 6.5 |
(4) Other equity
Remeasurement of defined benefit plans
| 2025 | 2024 | |
|---|---|---|
| Opening balance | $ 27,499 | $ 23,672 |
| Remeasurement (Note 18) | 7,940 | 4,784 |
| Less: Related income tax (Note 22) | (1,588) | (957) |
| Closing balance | $ 33,851 | $ 27,499 |
- Revenue
(1) Contract balance
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Contract liabilities – current Contract liabilities | $ 1,550,718 | $ 3,684,511 | $ 4,269,248 |
The beginning contract liabilities recognized as revenue in 2025 and 2024 were NT$ 3,364,445 thousand and NT$ 3,765,660 thousand, respectively.
(2) Disaggregation of revenue from contracts with customers
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Type of goods or services | ||
| Automobile sales revenue | $46,330,378 | $52,641,386 |
| Maintenance and repair revenue | 5,117,838 | 4,998,209 |
| $51,448,216 | $57,639,595 |
- Net Income
(1) Net other income (expenses)
| 2025 | 2024 | |
|---|---|---|
| Gains on disposals of property, plant and equipment | $ 184 | $ - |
| Revenue arising from warranty extension | 31,717 | 25,955 |
| $ 31,901 | $ 25,955 |
(2) Finance costs
| 2025 | 2024 | |
|---|---|---|
| Interest on bank loans | $ 2,184 | $ 1,529 |
| Interest on convertible bonds | 9,532 | - |
| Interest on lease liabilities | 41,590 | 40,518 |
| Less: Amounts capitalized as part of the cost of qualifying assets | ( 4,604 ) | ( 3,549 ) |
| $ 48,702 | $ 38,498 |
Information on capitalized interest was as follows:
| 2025 | 2024 | |
|---|---|---|
| Capitalized interest | $ 4,604 | $ 3,549 |
| Capitalized rate | 1.3% | 1.3% |
(3) Depreciation and amortization
| 2025 | 2024 | |
|---|---|---|
| Depreciation expense | ||
| Property, plant and equipment | $ 560,009 | $ 619,017 |
| Right-of-use assets | 418,207 | 394,239 |
| 978,216 | 1,013,256 | |
| Amortization expense | ||
| Computer software | 5,601 | 4,591 |
| Long-term prepaid expenses | 4,562 | 3,769 |
| 10,163 | 8,360 | |
| Total depreciation and amortization expenses (recognized in operating expenses) | $ 988,379 | $ 1,021,616 |
(4) Employee benefits expense
| 2025 | 2024 | |
|---|---|---|
| Retirement benefits (Note 18) | ||
| Defined contribution plan | $ 80,989 | $ 77,239 |
| Defined benefit plans | 475 | 782 |
| Other employee benefits | 2,142,980 | 2,237,486 |
| Total employee benefits expenses | $ 2,224,444 | $ 2,315,507 |
| Expenses summarized by function | ||
| Operating costs | $ 234,675 | $ 225,070 |
| Operating expenses | 1,989,769 | 2,090,437 |
| $ 2,224,444 | $ 2,315,507 |
(5) Employee and director remuneration
According to the Articles of Incorporation of Pan German Universal, the compensation to employees and directors shall be allocated at rates no less than 0.1% and no higher than 3% of the annual pre-tax profit before deducting employee and directors' remuneration. In addition, according to the amendment of the Securities and Exchange Act in August 2024, Pan German Universal passed a resolution to amend its Articles of Incorporation at the annual general meeting on June 13, 2025, stipulating that no less than 40% of the employee compensation appropriated for the current year shall be allocated as compensation for grassroots employees.
The employee and directors' remunerations for 2025 and 2024 were resolved by the Board of Directors on March 10, 2025, and March 12, 2024, respectively, as follows:
Accrued ratio
| 2025 | 2024 | |
|---|---|---|
| Employee remuneration | 0.11% | 0.11% |
| Director remuneration | 1.01% | 0.96% |
| Amount | ||
| 2025 | 2024 | |
| Employee remuneration | $ 2,070 | $ 2,590 |
| Director remuneration | 18,600 | 23,310 |
If there is any change in the amounts after the issue date of the annual consolidated financial statements, such changes will be treated as changes in accounting estimates and recognized in the subsequent year.
The actual distribution amounts of employee and directors' remuneration for 2024 and 2023 were consistent with the amounts recognized in the 2024 and 2023 consolidated financial statements.
For information regarding the employees and director remuneration of Pan German Universal, as resolved by the Board of Directors for the years 2025 and 2024, please refer to the "Market Observation Post System" of the Taiwan Stock Exchange.
22. Income Tax
(1) Income tax recognized in profit or loss
The main components of income tax expenses were as follows:
| 2025 | 2024 | |
|---|---|---|
| Income tax for the period | ||
| Incurred for the year | $ 390,436 | $ 488,142 |
| Adjustments from | ||
| previous years | 26 | 116 |
| 390,462 | 488,258 | |
| Deferred income tax | ||
| Incurred for the year | ( 8,774 ) | 3,738 |
| Income tax expense recognized | ||
| in profit or loss | $ 381,688 | $ 491,996 |
A reconciliation of accounting profit and tax expense is as follows:
| 2025 | 2024 | |
|---|---|---|
| Net profit before tax | $ 1,860,446 | $ 2,423,460 |
| Tax expense calculated based | ||
| on profit before tax and | ||
| statutory tax rate | $ 372,089 | $ 484,692 |
| Nondeductible expenses in | ||
| determining taxable income | 9,573 | 7,188 |
| Adjustments to prior years' | ||
| current tax expense in the | ||
| current year | 26 | 116 |
| Income tax expense recognized | ||
| in profit or loss | $ 381,688 | $ 491,996 |
(2) Income tax liabilities for the period
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Income tax payable | $ 144,950 | $ 257,387 |
(3) Deferred tax assets
The changes of deferred tax assets were as follows:
2025
| Opening balance | Recognized in profit or loss | Recognized in other comprehensive income | Closing balance | |
|---|---|---|---|---|
| Deferred tax assets | ||||
| Temporary differences | ||||
| Defined benefit retirement plan | $ 5,656 | ($ 594) | ($ 1,588) | $ 3,474 |
| Provisions for liabilities | 3,106 | 1,669 | - | 4,775 |
| Allowance for inventory valuation losses | 6,996 | 9,668 | $ - | 16,664 |
| Sales revenue/deferred revenue | 12,838 | ( 1,969) | - | 10,869 |
| $ 28,596 | $ 8,774 | ($ 1,588) | $ 35,782 |
2024
| Opening balance | Recognized in profit or loss | Recognized in other comprehensive income | Closing balance | |
|---|---|---|---|---|
| Deferred tax assets | ||||
| Temporary differences | ||||
| Defined benefit retirement plan | $ 11,404 | ($ 4,791) | ($ 957) | $ 5,656 |
| Provisions for liabilities | 1,437 | 1,669 | - | 3,106 |
| Allowance for inventory valuation losses | 3,077 | 3,919 | - | 6,996 |
| Sales revenue/deferred revenue | 17,373 | ( 4,535) | - | 12,838 |
| $ 33,291 | ($ 3,738) | ($ 957) | $ 28,596 |
(4) Approval of income tax
The profit-seeking enterprise income tax filings of the Company and Jet-Li have been assessed by the taxes authorities for the years up to 2023.
- Earnings Per Share
The earnings and weighted-average number of ordinary shares used in the calculation of earnings per share were as follows:
- 49 -
Net income
| 2025 | 2024 | |
|---|---|---|
| Net income attributable to owners of the Company | ||
| Net income used in the calculation of basic EPS | $ 1,478,758 | $ 1,931,464 |
| Effects of dilutive potential ordinary shares: | ||
| After-tax interest on convertible bonds | 7,626 | - |
| Net income used in the calculation of basic EPS | $ 1,486,384 | $ 1,931,464 |
| Shares | Unit: Thousand shares | |
| 2025 | 2024 | |
| Weighted average number of ordinary shares used in the calculation of basic EPS | 80,709 | 80,709 |
| Effects of dilutive potential ordinary shares: | ||
| Employee remuneration | 9 | 10 |
| Convertible bonds | 3,598 | - |
| Weighted average number of ordinary shares used in the calculation of diluted EPS | 84,316 | 80,719 |
If the Company elects to settle employee compensation in cash or shares, diluted earnings per share are calculated assuming the compensation is settled in shares and considering the potential dilutive effect of ordinary shares in the weighted average number of outstanding shares. The potential dilutive effect of these shares is still taken into account when calculating diluted earnings per share, until the number of shares to be distributed to employees is determined by the Board of Directors in the following year.
- Capital Risk Management
The Group manages its capital to ensure it will continue as a going concern while maximizing shareholder returns by optimizing the balance between debt and equity. The Group's overall strategy remains unchanged.
The Group's capital structure consists of its net debt and equity.
The Group is not subject to any externally imposed capital requirements.
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25. Financial Instruments
(1) Information on fair value – financial instruments not measured at fair value
Except as listed in the table below, the management of the Group believes that financial assets and financial liabilities not measured at fair value are measured at amortized cost, and their carrying amounts approximate their fair values.
| December 31, 2025 | ||
|---|---|---|
| Carrying amount | Fair value | |
| Financial liabilities | ||
| Convertible bonds | $1,952,627 | $1,906,500 |
The fair value of convertible bonds is measured using Level 3 inputs, based on the binary tree valuation model for convertible bonds.
(2) Information on fair value – financial instruments at fair value on a recurring basis
A. Fair value hierarchy
December 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at fair value through other comprehensive income | ||||
| Investments in equity instruments | ||||
| – Domestic unlisted shares | $ - | $ - | $ 29,674 | $ 29,674 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at fair value through other comprehensive income | ||||
| Investments in equity instruments | ||||
| – Domestic unlisted shares | $ - | $ - | $ 29,674 | $ 29,674 |
B. Reconciliation of financial instruments measured at fair value - level 3 2025
| Financial assets | Equity instruments of financial assets at fair value through other comprehensive income |
|---|---|
| Opening balance | $ 29,674 |
| Closing balance | $ 29,674 |
2024
Equity instruments of financial assets at fair value through other comprehensive income
| Financial assets | $ 29,674 | |
|---|---|---|
| Opening balance | $ 29,674 | |
| Closing balance | $ 29,674 |
C. Valuation techniques and inputs for level 3 fair value measurement
(a) The redemption right of derivative instruments – convertible bonds is valued using a binary tree valuation model for convertible bonds, based on the conversion price, volatility, risk-free interest rate, risk discount rate, and remaining maturity.
(b) Investments in domestic unlisted (over-the-counter) equity are measured using an assets-based approach, which determines the fair value of the entire ordinary shares based on the balance sheet.
(3) Categories of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Financial assets at amortized cost (Note 1) | $ 3,999,712 | $ 4,325,557 |
| Financial assets at fair value through other comprehensive income | 29,674 | 29,674 |
| Financial liabilities | ||
| Measured at amortized cost (Note 2) | 2,885,925 | 1,852,715 |
Note 1: The balance of financial assets at amortized cost includes cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable, other receivables, guarantee deposits paid, and other financial assets.
Note 2: The balance of financial liabilities at amortized cost includes short-term borrowings, notes payable, accounts payable, and other payables (excluding wages, salaries, and bonuses payable, employee and director remunerations payable, and rents payable).
(4) Financial risk management objectives and policies
The major financial instruments of the Group include cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable (including related parties), other receivables, guarantee deposits paid, other financial assets, notes and
accounts payable (including related parties), other payables, short-term borrowings, bonds payable, and lease liabilities. The financial risk management of the Group is to manage financial risks related to its operations. The Group manages financial risks arising from operations, which include market risk (primarily interest rate risk), credit risk, and liquidity risk.
With irregular reports by the financial management department, the management of the Group monitors risks and implements policies to mitigate risk exposures.
With irregular reports by the financial management department, the management of the Group monitors risks and implements policies to mitigate risk exposures.
A. Market risk
The major financial risk of the Group due to its operating activities is interest rate risk.
Interest rate risk
The interest rate exposure occurred due to the short-term borrowings of the Group at a floating rate. However, since the borrowing terms are short, there is no significant interest rate risk.
Other price risk
The Group is exposed to equity price risk arising from investments in domestic unlisted shares. These equity investments are not held for trading but for strategic purposes, and the Group does not actively trade these investments.
Sensitivity analysis
The sensitivity analysis below is conducted based on the Group's equity price risks as of the balance sheet date.
If the equity price increases or decreases by 1%, pre-tax other comprehensive income for 2025 and 2024 will increase or decrease by NT$297 thousand due to the rise or fall in the fair value of financial assets at fair value through other comprehensive income.
B. Credit risk
Credit risk refers to the risk that a counterparty defaults on its contractual obligations, resulting in financial losses to the Group. As of the balance sheet date, the Group's maximum exposure to credit risk from a counterparty's default on its contractual obligations primarily arises from:
The carrying amounts of financial assets recognized in the consolidated balance sheets.
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The policy of the Group is to engage in transactions only with creditworthy counterparties. Additionally, since the customer base of the Group is diverse and unrelated, no significant credit risk is expected.
C. Liquidity risk
Liquidity risk refers to the risk of the Group being unable to provide cash or other financial assets to settle financial liabilities and thus failing to meet related obligations. At present, the Group’s working capital is sufficient to meet its needs, so there is no liquidity risk due to the inability to raise funds to meet contractual obligations. The Group’s unused financing facilities were NT$ 3,200,000 thousand and NT$ 2,100,000 thousand as of December 31, 2025, and 2024, respectively.
Liquidity and interest rate risk table for non-derivative financial liabilities
The maturity analysis of remaining contractual obligations for non-derivative financial liabilities is prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities, using the earliest date on which the Group may be required to repay. The maturity analysis of other non-derivative financial liabilities is prepared based on the agreed repayment dates.
For cash flows of interest payments at floating rates, the undiscounted interest amounts are derived from the yield curve as of the balance sheet date.
December 31, 2025
| Less than 1 year | 1-5 years | Over 5 years | |
|---|---|---|---|
| Non-interest-bearing liabilities | $ 946,848 | $ - | $ - |
| Lease liabilities | 449,489 | 1,195,003 | 1,650,942 |
| Fixed-rate instruments | - | 1,952,627 | - |
| $ 1,396,337 | $ 3,147,630 | $ 1,650,942 |
December 31, 2024
| Less than 1 year | 1-5 years | Over 5 years | |
|---|---|---|---|
| Non-interest-bearing liabilities | $ 1,162,660 | $ - | $ - |
| Lease liabilities | 373,067 | 1,125,046 | 1,772,534 |
| Fixed-rate instruments | 700,853 | - | - |
| $ 2,236,580 | $ 1,125,046 | $ 1,772,534 |
- Related Party Transactions
Transactions, account balances, revenues, and expenses between the Company and its subsidiaries (as related parties of the Company) are fully eliminated during the preparation of the consolidated financial statements and are therefore not disclosed in this note. Transactions between the Group and other related parties are as follows:
(1) Related party names and relationships
| Name of related party | Relationship with the Company |
|---|---|
| Pan German Motors Ltd. | The entity is a joint venture |
| Union Capital Carleasing Ltd. | The entity is a joint venture |
| Yi Der International Ltd. | The entity is a joint venture |
| Universal Motor Traders Ltd. | The entity is a joint venture |
| Yung Hsin Car Rental Co., Ltd. | The entity is a joint venture |
| Yung Foong Imp. & Exp. Co., Ltd. | The entity is a joint venture |
(2) Operating revenue
| Related party category | 2025 | 2024 |
|---|---|---|
| The entity is a joint venture | ||
| Union Capital Carleasing Ltd. | $ 2,735,535 | $ 3,538,795 |
| Yi Der International Ltd. | 2,276,715 | 2,535,466 |
| Pan German Motors Ltd. | 290,086 | 335,640 |
| Others | - | 49 |
| $ 5,302,336 | $ 6,409,950 |
The Group's sales terms to related parties are consistent with those of non-related parties, except for sales to Pan German Motors Ltd., which is unique in nature and has no comparable transactions with non-related parties.
(3) Purchases
| Related party category/name | 2025 | 2024 |
|---|---|---|
| The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 24,369,313 | $ 30,946,884 |
| Others | 223,050 | 130,604 |
| $ 24,592,263 | $ 31,077,488 |
The Group's purchase terms with related parties are unique in nature, and there are no comparable transactions with unrelated parties. All other terms are consistent with those applied to unrelated parties.
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(4) Notes and accounts receivable – related parties
| Item | Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Notes receivable | The entity is a joint venture | $ - | $ 29 |
| Accounts receivable | The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 69,138 | $ 199,323 | |
| Others | 552 | 2,419 | |
| $ 69,690 | $ 201,742 |
Notes and accounts receivable – related parties arise from sales activities, and no guarantees were received for the outstanding balances of these receivables.
For the credit period and credit risk management policies related to the Group, please refer to Note 9.
All the Group’s notes receivable – related parties are not overdue. For details on the allowance for losses on account receivables – related parties measured using the provision matrix, please refer to Note 9.
(5) Accounts and notes payable – related parties
| Item | Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Notes payable | The entity is a joint venture | $ - | $ 464 |
| Accounts payable | The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 297,293 | $ 497,288 |
The outstanding balances of notes and accounts payable – related parties are not secured by any guarantees.
(6) Other receivables – related parties
| Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|
| The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 645,218 | $ 638,459 |
| Others | 229 | 926 |
| $ 645,447 | $ 639,385 |
Other receivables – related parties primarily consist of target and image incentives receivables from the general agent and receivables from purchase returns.
(7) Prepayments to suppliers
| Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|
| The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 1,929,158 | $ 1,824,653 |
(8) Prepaid rents
| Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|
| The entity is a joint venture | $ 637 | $ 291 |
(9) Contract liabilities
| Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|
| The entity is a joint venture | $ 4,512 | $ 14,602 |
(10) Other payables
| Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|
| The entity is a joint venture | $ 60,988 | $ 58,623 |
Other payables – related parties primarily consist of payables to related parties for rents, advertisement expenses, payable on machinery and equipment, computer software maintenance fee payable, transportation fee payable, repairs and maintenance expenses, utilities expenses, and telephone and fax fee payable.
(11) Other transactions with related parties
| Item | Related party category/name | 2025 | 2024 |
|---|---|---|---|
| Operating expenses | The entity is a joint venture | $ 144,828 | $ 130,789 |
| Other income | The entity is a joint venture | $ 12,657 | $ 13,248 |
| Target and image incentives | The entity is a joint venture | ||
| (recognized as deductions of cost of sales) | Pan German Motors Ltd. | $ 1,121,208 | $ 838,859 |
Operating expenses – related parties primarily consist of warehouse rent, promotion expenses, miscellaneous purchases, repairs and maintenance expense, training expense, etc.
Other income – related parties mainly refer to income from marketing activity subsidies granted by the general agent.
Target and image incentives refer to bonuses granted by the general agent to distributors as rewards for achieving sales targets and for maintaining a positive brand image, and are recognized as deductions of cost of sales.
(12) Acquisition of property, plant and equipment
| Acquisition price | ||
|---|---|---|
| Related party category | 2025 | 2024 |
| The entity is a joint venture | $ 7,135 | $ 5,093 |
The amounts of acquisition for the years 2025 and 2024 include the year-end prepayments for business facilities.
(13) Lease agreement
| Acquisition of right-of-use assets | ||
|---|---|---|
| Related party category/name | 2025 | 2024 |
| The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 87,176 | $ 12,813 |
| Universal Motor Traders Ltd. | 8,429 | - |
| Yung Foong Imp. & Exp. Co., Ltd. | 1,601 | - |
| $ 97,206 | $ 12,813 |
Lease liabilities
| Related party category/name | December 31, 2025 | December 31, 2024 |
|---|---|---|
| The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 321,643 | $ 290,307 |
| Others | 34,340 | 54,751 |
| $ 355,983 | $ 345,058 |
Interest expense
| Related party category/name | 2025 | 2024 |
|---|---|---|
| The entity is a joint venture | ||
| Pan German Motors Ltd. | $ 4,736 | $ 4,108 |
| Others | 575 | 745 |
| $ 5,311 | $ 4,853 |
The Company leased real estate from related parties in 2025 and 2024, with lease terms ranging from 13 months to 43 years. The rental fees were negotiated with reference to the market prices and are based on the standard payment terms.
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Lease expense
| Related party category/name | 2025 | 2024 |
|---|---|---|
| The entity is a joint venture | $ 101,909 | $ 80,788 |
(14) Remuneration of key management personnel
| 2025 | 2024 | |
|---|---|---|
| Short-term employee benefits | $ 133,966 | $ 141,602 |
The compensation to directors and other key management personnel was determined in accordance with individual performance and market trends.
- Pledged Assets
The assets listed below have been pledged as collateral to secure the performance of leased land agreements and distribution contracts:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Pledged time deposits (recognized as financial assets at amortized cost) | $ 15,394 | $ 97,565 |
- Significant Contingent Liabilities and Unrecognized Contractual Commitments
(1) Important contracts
As of December 31, 2025, the significant commitments and contingencies of the Group are summarized as follows:
| Contract type | Contract counterparty | Contract period | Scope |
|---|---|---|---|
| Distribution contract | Pan German Motors Ltd. | 2025.1.1-2025.12.31 | Authorize the Group to sell vehicles and components provided by the Company within the distribution area, and to provide maintenance and repair services. |
| Distribution contract | Porsche Taiwan Motors Limited | Since 2018.1.1 with no expiry date | |
| Either party may terminate the distribution contract at the end of the month by giving 12 months' prior notice. | Authorize the Group to sell vehicles and components provided by the Company within the distribution area, and to provide maintenance and repair services. |
(2) Capital expenditures that have been contracted but not yet incurred
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Construction-in-progress contract | $ 751,793 | $ 1,294,325 |
- Supplementary Disclosures
(1) Information on significant transactions and (2) Information on investees:
A. Loans to others. (None)
B. Endorsements/guarantees provided for other parties. (None)
C. Significant marketable securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures). (None)
D. Related party transactions for purchases and sales reaching NT$100 million or 20% of paid-in capital. (Table 1)
E. Receivables from related parties amounting to NT$100 million or paid-in capital 20% or more. (Table 2)
F. Others: Business relationships and significant transactions and amounts between the parent company and its subsidiaries, as well as among subsidiaries. (Table 3)
G. Information on investees. (Table 4)
(3) Information on investments in Mainland China:
A. Information on any investee in Mainland China, including the name of investees, main business activities, paid-in capital, investment method, inflows and outflows of investment funds, ownership percentage, investment gains or losses, ending carrying amount of investment, repatriated investment income, and the investment limit in Mainland China. (None)
B. Significant transactions with investees in Mainland China, either directly or indirectly through a third party, including their prices, payment terms, and unrealized gains or losses: (None)
(a) Purchase amounts and percentage, ending balances, and percentage of related payables.
(b) Sales amounts and percentage, ending balances, and percentage of related receivables.
(c) Amount of property transactions and the resulting gains or losses.
(d) Ending balances of endorsements, guarantees, or collateral provided and the purposes thereof.
(e) The highest balance, ending balance, interest rate range, and total interest incurred for the current period with respect to fund financing.
(f) Transactions that have a material effect on the current period's profit or loss or financial position, such as the rendering or receipt of services.
- 59 -
- Segment Information
Information provided to the chief operating decision-maker for the purpose of resource allocation and performance assessment focuses on the types of products or services delivered or provided. The reportable segments of the Group are as follows:
Sales and repairing of automobile vehicles – BMW and MINI
– PORSCHE
(1) Segment revenue and operating results
The following is an analysis of the Group’s revenue and operating results from continuing operations by reportable segments:
| BMW and MINI | PORSCHE | Total | |
|---|---|---|---|
| 2025 | |||
| Revenue from external customers | $ 31,278,966 | $ 20,169,250 | $ 51,448,216 |
| Inter-segment revenue | 131,864 | 224,677 | 356,541 |
| Segment revenue | 31,410,830 | 20,393,927 | 51,804,757 |
| Internal write-offs | ( 131,864 ) | ( 224,677 ) | ( 356,541 ) |
| Consolidated revenue | $ 31,278,966 | $ 20,169,250 | $ 51,448,216 |
| Segment profit or loss | $ 973,919 | $ 835,746 | $ 1,809,665 |
| Unallocated profit or loss | 50,781 | ||
| Net profit before tax | $ 1,860,446 | ||
| BMW and MINI | PORSCHE | Total | |
| 2024 | |||
| Revenue from external customers | $ 35,280,878 | $ 22,358,717 | $ 57,639,595 |
| Inter-segment revenue | 215,287 | 143,771 | 359,058 |
| Segment revenue | 35,496,165 | 22,502,488 | 57,998,653 |
| Internal write-offs | ( 215,287 ) | ( 143,771 ) | ( 359,058 ) |
| Consolidated revenue | $ 35,280,878 | $ 22,358,717 | $ 57,639,595 |
| Segment profit or loss | $ 1,278,141 | $ 1,085,937 | $ 2,364,078 |
| Unallocated profit or loss | 59,382 | ||
| Net profit before tax | $ 2,423,460 |
Segment profit or loss refers to the profit earned by each segment. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
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(2) Total segment assets
| BMW and MINI | PORSCHE | Total | |
|---|---|---|---|
| December 31, 2025 | |||
| Total segment assets | $ 11,941,054 | $ 7,095,683 | $ 19,036,737 |
| Unallocated assets | 2,729,817 | ||
| Total consolidated assets | $ 21,766,554 | ||
| December 31, 2024 | |||
| Total segment assets | $ 12,921,897 | $ 7,175,947 | $ 20,097,844 |
| Unallocated assets | 2,987,416 | ||
| Total consolidated assets | $ 23,085,260 |
For the purpose of monitoring segment performance and allocating resources between segments:
All assets, except for current and deferred tax assets, are allocated to reportable segments. Shared assets used by multiple reportable segments are allocated on the basis of the revenue generated by individual reportable segments. The aforementioned total segment assets do not include the assets of the General Administration Division.
The total liabilities and other segment information of the Group’s reportable segments are not disclosed, as such information is not provided to the operating decision-maker.
(3) Information on major customers
There is no other revenue from a single customer accounting for more than 10% of the Group’s total revenue in 2025 and 2024.
(4) Geographic information
As the Group operates solely in Taiwan, information regarding the Group’s revenue from continuing operations from external customers by location of operations and non-current assets by location of assets is disclosed.
Pan German Universal Motors Ltd. and Subsidiaries
Related Party Transactions for Purchases and Sales Reaching NT$100 Million or 20% of Paid-in Capital
For the Year Ended December 31, 2025
Table 1
(In Thousands of NTD, Unless Otherwise Specified)
| Purchaser (seller) | Transaction counterparty | Relationship | Transaction details | Situation and reason for difference in transaction terms and ordinary transactions | Notes and accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) | Amount | Percentage of total purchases (sales) | Credit period | Unit price | Credit period | Balance | Percentage of total notes and accounts receivable (payable) | ||||
| Pan German Universal Motors Ltd. | Pan German Motors Ltd. | The entity is a joint venture | Purchases | $ 24,366,374 | 57% | Note | No comparable transactions with non-related parties | No comparable transactions with non-related parties | ($ 296,793) | ( 72%) | Prepayments to suppliers $1,929,158 |
| Pan German Universal Motors Ltd. | Union Capital Carleasing Ltd. | The entity is a joint venture | Purchases | 223,050 | 1% | Immediate payment | Consistent with non-related parties | Consistent with non-related parties | - | - | |
| Pan German Universal Motors Ltd. | Yi Der International Ltd. | The entity is a joint venture | Sales | 2,276,368 | 5% | Immediate payment | Consistent with non-related parties | Consistent with non-related parties | 44 | - | Contract liabilities 3,981 |
| Pan German Universal Motors Ltd. | Union Capital Carleasing Ltd. | The entity is a joint venture | Sales | 2,387,544 | 5% | Immediate payment | Consistent with non-related parties | Consistent with non-related parties | 508 | - | |
| Pan German Universal Motors Ltd. | Pan German Motors Ltd. | The entity is a joint venture | Sales | 290,086 | 1% | O/A 60 days | No comparable transactions with non-related parties | No comparable transactions with non-related parties | 69,138 | 18% | Contract liabilities 531 |
| Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | Subsidiary | Sales | 108,979 | - | Immediate payment | Consistent with non-related parties | Consistent with non-related parties | 543 | - | |
| Jet-Li Motors Ltd. | Union Capital Carleasing Ltd. | The entity is a joint venture | Sales | 347,991 | 10% | Immediate payment | Consistent with non-related parties | Consistent with non-related parties | - | - |
Note: Payment for vehicles must be fully settled before delivery; payment for parts is 45 day after month-end.
Pan German Universal Motors Ltd. and Subsidiaries
Receivables from Related Parties Amounting to NT$100 Million or Paid-in Capital 20% or More
December 31, 2025
Table 2
(In Thousands of NTD, Unless Otherwise Specified)
| Entities with accounts receivable due | Transaction counterparty | Relationship | Balance of accounts receivable from related party | Turnover rate | Accounts receivable overdue from related party | Receivables from related party recovered in the subsequent period | Loss allowance | |
|---|---|---|---|---|---|---|---|---|
| Amount | Handling method | |||||||
| Pan German Universal Motors Ltd. | Pan German Motors Ltd. | The entity is a joint venture | $ 714,356 | - | $ 130 | - | $ 370,079 | $ 36 |
Note 1: The receivables from related parties of Pan German Universal Motors Ltd. due from Pan German Motors Ltd. totaled NT$ 714,356 thousand, comprising accounts receivable of NT$ 69,138 thousand and other receivables of NT$ 645,218 thousand.
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Pan German Universal Motors Ltd. and Subsidiaries
Intercompany Business Relationships and Material Transaction Amounts
For the Year Ended December 31, 2025
Table 3
(In thousands of NTD, unless otherwise specified)
| Number (Note 1) | Purchaser (seller) | Transaction counterparty | Relationship with the counterparty (Note 2) | Transaction details | Percentage of total consolidated revenues or of assets (Note 3) | ||
|---|---|---|---|---|---|---|---|
| Accounting item | Amount | Transaction terms | |||||
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Sales revenue | $ 108,979 | Unique in nature, no comparable unrelated parties | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Purchases | 40,524 | Unique in nature, no comparable unrelated parties | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Accounts receivable – related parties | 543 | Immediate payment | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Other receivables – related parties | 47 | O/A 60 days | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Accounts payable – related parties | 38 | Immediate payment | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Other payables – related parties | 218 | Immediate payment | - |
Note 1: Information on business transactions between the parent company and subsidiaries should be denoted separately in the number column. The method for filling in the numbers is as follows:
(1) The parent company: "0".
(2) Subsidiaries are numbered sequentially starting from 1 according to their respective companies.
Note 2: Relationships with the counterparty are classified as follows:
(1) Parent company to subsidiary.
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
Note 3: For the calculation of the transaction amount as a percentage of total consolidated revenue or total consolidated assets, if the account is recognized in assets or liabilities, the percentage is calculated based on the ending balance as a proportion of total consolidated assets; if the account is recognized in profit or loss, the percentage is calculated based on the amount accumulated during the period as a proportion of total consolidated revenue.
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Pan German Universal Motors Ltd. and Subsidiaries
Information on Investees (Including Locations)
For the Year Ended December 31, 2025
Table 4
(In Thousands of NTD, Unless Otherwise Specified)
| Investor | Investee | Location | Main businesses | Initial investment amount | End-of-period holdings | Profit and loss of the investee | Investment profit and loss recognized for the period | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the period | End of last year | Shares | Percentage | Carrying amount | |||||||
| Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | Taiwan | Transactions of vehicles and components, as well as maintenance and repair service. | $ 393,338 | $ 393,338 | 16,000,000 | 100% | $ 543,733 | $ 137,244 | $ 137,244 |
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