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PGUM — Interim / Quarterly Report 2025
May 15, 2026
51992_rns_2026-05-15_edd44e1e-a55a-405e-91cb-877b51670f2a.pdf
Interim / Quarterly Report
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Stock Code: 2247
Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 and Independent Auditors' Review Report
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 | FINANCIAL REPORTS NO. | |
|---|---|---|---|
| I. | Cover Page | 1 | - |
| II. | Table of Contents | 2 | - |
| III. | Independent Auditors' Review Report | 3 | - |
| IV. | Consolidated Balance Sheets | 4 | - |
| V. | Consolidated Statements of Comprehensive Income | 5 | - |
| VI. | Consolidated Statements of Changes in Equity | 6 | - |
| VII. | Consolidated Statements of Cash Flows | 7 – 8 | - |
| VIII. | Notes to the Consolidated Financial Statements | ||
| 1. Company History | 9 | 1 | |
| 2. Approval Date and Procedures of the Financial Statements | 9 | 2 | |
| 3. New Standards, Amendments, and Interpretations Adopted | 9 – 12 | 3 | |
| 4. Summary of Significant Accounting Policies | 13 – 15 | 4 | |
| 5. Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty | 16 | 5 | |
| 6. Details of Significant Accounts | 16 – 37 | 6 – 25 | |
| 7. Related Party Transactions | 37 – 42 | 26 | |
| 8. Pledged Assets | 42 | 27 | |
| 9. Significant Contingent Liabilities and Unrecognized Contractual Commitments | 43 | 28 | |
| 10. Significant Disaster Losses | - | - | |
| 11. Significant Events after the Balance Sheet Date | - | - | |
| 12. Others | - | - | |
| Supplementary Disclosures | 43 – 44 ; 47 – 50 | ||
| (1)Information on Significant Transactions | 43 | 29 | |
| (2)Information on Investees | 43 | 29 | |
| (3)Information on Investments in Mainland China | 43 – 44 | 29 | |
| (4)Information on Major Shareholders | - | - | |
| Segment Information | 45 – 46 | 30 |
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Independent Auditors' Review Report
To the Board of Directors and Shareholders of Pan German Universal Motors Ltd.:
Foreword
We have reviewed the Consolidated Balance Sheets of Pan German Universal Motors Ltd. and its subsidiaries (hereinafter referred to as “the Group”) as of June 30, 2025 and 2024, the Consolidated Statements of Comprehensive Income for the three-month and six-month periods ended June 30, 2025 and 2024, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2025 and 2024, as well as the Notes to the Consolidated Financial Statements (including a summary of significant accounting policies). The management of the Group is responsible for the preparation and fair presentation of these Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards (IAS) No. 34 “Interim Financial Reporting”, as endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China. Our responsibility is to express a conclusion on the Consolidated Financial Statements based on our review.
Scope
We conducted our review in accordance with the International Standard on Review Engagements No. 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. The procedures performed during the review of the Consolidated Financial Statements include inquiries (primarily of persons responsible for financial and accounting matters), analytical procedures, and other review procedures. A review is substantially narrower in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the Consolidated Financial Statements were not prepared, in all material respects, in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards 34, “Interim Financial Reporting” as endorsed and made effective by the Financial Supervisory Commission. Accordingly, we believe that the consolidated financial statements fairly present, in all material aspect, the consolidated financial position of the Group as of June 30, 2025 and 2024, and the consolidated financial performance for the three-month periods ended June 30, 2025 and 2024, as well as the consolidated financial performance and consolidated cash flows for the six-month periods ended June 30, 2025 and 2024.
Deloitte & Touche Taiwan
CPA: Shih, Chin-Chuang
CPA: Liu, Shu-Ling
August 11, 2025
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
June 30, 2025 and December 31, 2024 and June 30, 2024
(In Thousands of NTD)
| Code | Assets | June 30, 2025 | December 31, 2024 | June 30, 2024 | |||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Current assets | |||||||
| 1100 | Cash and cash equivalents (Notes 6 and 25) | $ 4,123,733 | 17 | $ 2,922,555 | 13 | $ 5,589,477 | 24 |
| 1136 | Financial assets at amortized cost – current (Notes 8, 25, and 27) | 5,400 | - | 5,400 | - | 5,400 | - |
| 1150 | Notes receivable, net (Notes 9, 25, and 26) | 6,279 | - | 7,523 | - | 3,480 | - |
| 1170 | Accounts receivable, net (Notes 9, 25, and 26) | 449,417 | 2 | 489,563 | 2 | 443,755 | 2 |
| 1200 | Other receivables (Notes 25 and 26) | 619,074 | 3 | 701,909 | 3 | 586,210 | 3 |
| 130X | Inventories (Note 10) | 5,473,322 | 23 | 6,810,431 | 30 | 4,386,626 | 19 |
| 1421 | Prepayments to suppliers (Note 26) | 2,491,738 | 11 | 2,174,622 | 9 | 3,342,208 | 14 |
| 1470 | Prepaid expenses and other current assets (Note 26) | 88,202 | - | 106,444 | - | 90,437 | - |
| 11XX | Total current assets | 13,257,165 | 56 | 13,218,447 | 57 | 14,447,593 | 62 |
| Non-current assets | |||||||
| 1517 | Financial assets at fair value through other comprehensive income (Notes 7 and 25) | 29,674 | - | 29,674 | - | 29,674 | - |
| 1535 | Financial assets at amortized cost – non-current (Notes 8, 25 and 27) | 92,165 | - | 92,165 | 1 | 88,943 | - |
| 1600 | Property, plant and equipment (Notes 12 and 26) | 6,991,924 | 30 | 5,527,989 | 24 | 5,475,181 | 24 |
| 1755 | Right-of-use assets (Notes 13 and 26) | 2,983,259 | 13 | 2,831,640 | 12 | 2,933,696 | 13 |
| 1821 | Intangible assets | 2,175 | - | 1,992 | - | 3,095 | - |
| 1840 | Deferred tax assets | 31,606 | - | 28,596 | - | 30,311 | - |
| 1915 | Prepayments for business facilities (Note 26) | 6,878 | - | 1,222,957 | 5 | 6,454 | - |
| 1920 | Guarantee deposits paid (Note 25) | 106,136 | 1 | 105,062 | 1 | 99,901 | 1 |
| 1984 | Other non-current financial assets (Note 25) | 1,380 | - | 1,380 | - | 1,380 | - |
| 1995 | Long-term prepaid expenses | 24,592 | - | 25,358 | - | 25,543 | - |
| 15XX | Total non-current assets | 10,269,789 | 44 | 9,866,813 | 43 | 8,694,178 | 38 |
| 1XXX | Total assets | $ 23,526,954 | 100 | $ 23,085,260 | 100 | $ 23,141,771 | 100 |
| Code | Liabilities and Equity | ||||||
| Current liabilities | |||||||
| 2100 | Short-term borrowings (Notes 14 and 25) | $ - | - | $ 700,000 | 3 | $ - | - |
| 2130 | Contract liabilities – current (Notes 20 and 26) | 2,183,222 | 9 | 3,684,511 | 16 | 4,173,418 | 18 |
| 2150 | Notes payable (Notes 16 and 25) | 6,774 | - | 4,532 | - | 6,202 | - |
| 2170 | Accounts payable (Notes 16 and 25) | 129,072 | 1 | 88,719 | - | 95,491 | - |
| 2180 | Accounts payable – related parties (Notes 16, 25, and 26) | 306,089 | 1 | 497,288 | 2 | 367,653 | 2 |
| 2200 | Other payables (Notes 17, 25, and 26) | 2,315,000 | 10 | 1,194,186 | 5 | 2,389,591 | 10 |
| 2230 | Income tax payable | 231,233 | 1 | 257,387 | 1 | 242,630 | 1 |
| 2280 | Lease liabilities – current (Notes 13 and 26) | 429,340 | 2 | 354,898 | 2 | 376,209 | 2 |
| 2399 | Other current liabilities | 264,798 | 1 | 144,938 | 1 | 168,360 | 1 |
| 21XX | Total current liabilities | 5,865,528 | 25 | 6,926,459 | 30 | 7,819,554 | 34 |
| Non-current liabilities | |||||||
| 2530 | Bonds payable (Notes 4, 15, and 25) | 1,943,189 | 8 | - | - | - | - |
| 2550 | Other non-current liabilities | 61,660 | 1 | 61,660 | - | 61,660 | - |
| 2580 | Lease liabilities – non-current (Notes 13 and 26) | 2,854,687 | 12 | 2,774,369 | 12 | 2,887,157 | 13 |
| 2640 | Net defined benefit liabilities – non-current (Note 4) | 26,713 | - | 28,277 | - | 45,274 | - |
| 25XX | Total non-current liabilities | 4,886,249 | 21 | 2,864,306 | 12 | 2,994,091 | 13 |
| 2XXX | Total liabilities | 10,751,777 | 46 | 9,790,765 | 42 | 10,813,645 | 47 |
| Equity attributable to owners of the parent Company (Notes 4 and 19) | |||||||
| 3110 | Ordinary share | 807,087 | 3 | 807,087 | 4 | 807,087 | 4 |
| 3200 | Capital surplus | 4,354,675 | 19 | 4,269,075 | 19 | 4,269,075 | 18 |
| Retained earnings | |||||||
| 3310 | Legal reserve | 1,436,359 | 6 | 1,243,213 | 5 | 1,243,213 | 5 |
| 3350 | Unappropriated retained earnings | 6,149,557 | 26 | 6,947,621 | 30 | 5,985,079 | 26 |
| 3300 | Total retained earnings | 7,585,916 | 32 | 8,190,834 | 35 | 7,228,292 | 31 |
| 3400 | Other equity interest | 27,499 | - | 27,499 | - | 23,672 | - |
| 3XXX | Total equity | 12,775,177 | 54 | 13,294,495 | 58 | 12,328,126 | 53 |
| Total liabilities and equity | $ 23,526,954 | 100 | $ 23,085,260 | 100 | $ 23,141,771 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Pan German Universal Motors Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Three Months and Six Months Ended June 30, 2025 and 2024
(In Thousands of NTD, Except for Earnings Per Share in NTD)
| Code | April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| 4000 | Net operating revenue (Notes 20 and 26) | $14,738,261 | 100 | $15,749,664 | 100 | $27,888,976 | 100 | $29,218,636 | 100 |
| 5000 | Operating costs (Notes 10, 21, and 26) | 13,102,980 | 89 | 14,008,630 | 89 | 24,804,402 | 89 | 26,022,694 | 89 |
| 5900 | Gross profit from operations | 1,635,281 | 11 | 1,741,034 | 11 | 3,084,574 | 11 | 3,195,942 | 11 |
| Operating expenses (Notes 9, 18, 21, and 26) | |||||||||
| 6100 | Selling expenses | 967,305 | 7 | 1,014,535 | 7 | 1,897,100 | 7 | 1,897,389 | 7 |
| 6200 | Administrative expenses | 61,208 | - | 67,815 | - | 116,352 | - | 129,094 | - |
| 6450 | Expected credit loss (reversal gain) | 419 | - | 42 | - | (79) | - | 202 | - |
| 6000 | Total operating expenses | 1,028,932 | 7 | 1,082,392 | 7 | 2,013,373 | 7 | 2,026,685 | 7 |
| 6500 | Other income and net expenses (Note 21) | 8,028 | - | 7,466 | - | 16,126 | - | 12,598 | - |
| 6900 | Net profit from operations | 614,377 | 4 | 666,108 | 4 | 1,087,327 | 4 | 1,181,855 | 4 |
| Non-operating income and expenses | |||||||||
| 7100 | Interest revenue | 3,094 | - | 12,813 | - | 4,308 | - | 20,391 | - |
| 7110 | Rent income | 1,528 | - | 1,012 | - | 2,754 | - | 2,024 | - |
| 7190 | Other income (Note 26) | 21,437 | - | 16,307 | - | 43,343 | - | 31,825 | - |
| 7510 | Interest expense (Notes 15, 21, and 26) | (10,243) | - | (9,164) | - | (20,745) | - | (19,394) | - |
| 7590 | Miscellaneous disbursements | (132) | - | (1) | - | (132) | - | (1) | - |
| 7000 | Total non-operating income and expenses | 15,684 | - | 20,967 | - | 29,528 | - | 34,845 | - |
| 7900 | Net profit before tax | 630,061 | 4 | 687,075 | 4 | 1,116,855 | 4 | 1,216,700 | 4 |
| 7950 | Tax expense (Notes 4 and 22) | 128,657 | 1 | 139,762 | 1 | 228,661 | 1 | 247,778 | 1 |
| 8200 | Net profit | 501,404 | 3 | 547,313 | 3 | 888,194 | 3 | 968,922 | 3 |
| 8500 | Total comprehensive income | $501,404 | 3 | $547,313 | 3 | $888,194 | 3 | $968,922 | 3 |
| Net profit attributable to: | |||||||||
| 8610 | Owners of the Company | $501,404 | 3 | $547,313 | 3 | $888,194 | 3 | $968,922 | 3 |
| Comprehensive income attributable to: | |||||||||
| 8710 | Owners of the Company | $501,404 | 3 | $547,313 | 3 | $888,194 | 3 | $968,922 | 3 |
| Earnings per share (Note 23) | |||||||||
| 9750 | Basic | $6.21 | $6.78 | $11.00 | $12.01 | ||||
| 9850 | Diluted | $6.20 | $6.78 | $10.99 | $12.00 |
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 Six Months Ended June 30, 2025 and 2024
(In Thousands of NTD)
| Code | Share capital | Capital surplus | Retained earnings | Other equity interest item | ||||
|---|---|---|---|---|---|---|---|---|
| Shares (thousand shares) | Amount | Legal reserve | Unappropriated retained earnings | Remeasurement of defined benefit plans | Total equity | |||
| 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 earning appropriation | ||||||||
| B1 | Appropriation of legal reserve | - | - | - | 178,930 | ( 178,930 ) | - | - |
| B5 | Cash dividends to the Company's shareholders | - | - | - | - | ( 1,452,757 ) | - | ( 1,452,757 ) |
| D1 | Net profit from January 1 to June 30, 2024 | - | - | - | - | 968,922 | - | 968,922 |
| Z1 | Balance on June 30, 2024 | 80,709 | $ 807,087 | $ 4,269,075 | $ 1,243,213 | $ 5,985,079 | $ 23,672 | $ 12,328,126 |
| A1 | Balance on January 1, 2025 | 80,709 | $ 807,087 | $ 4,269,075 | $ 1,243,213 | $ 6,947,621 | $ 27,499 | $ 13,294,495 |
| 2024 earning appropriation | ||||||||
| B1 | Appropriation of legal reserve | - | - | - | 193,146 | ( 193,146 ) | - | - |
| B5 | Cash dividends to the Company's shareholders | - | - | - | - | ( 1,493,112 ) | - | ( 1,493,112 ) |
| C5 | Recognition of the equity component of issued convertible bonds | - | - | 85,600 | - | - | - | 85,600 |
| D1 | Net profit from January 1 to June 30, 2025 | - | - | - | - | 888,194 | - | 888,194 |
| Z1 | Balance on June 30, 2025 | 80,709 | $ 807,087 | $ 4,354,675 | $ 1,436,359 | $ 6,149,557 | $ 27,499 | $ 12,775,177 |
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 Six Months Ended June 30, 2025 and 2024
(In Thousands of NTD)
| Code | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A10000 | Profit before tax | $ 1,116,855 | $ 1,216,700 |
| A20010 | Profit or loss items | ||
| A20100 | Depreciation expense | 502,156 | 508,652 |
| A20200 | Amortization expense | 2,860 | 2,147 |
| A29900 | Amortization of long-term prepaid expenses | 2,235 | 1,831 |
| A20300 | Expected credit (reversal gain) impairment loss | ( 79 ) | 202 |
| A20900 | Interest expense | 20,745 | 19,394 |
| A21200 | Interest revenue | ( 4,308 ) | ( 20,391 ) |
| A23700 | Inventory write-downs and obsolescence loss | 15,412 | 1,214 |
| A29900 | Gains on lease modification | ( 418 ) | - |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 1,244 | 31 |
| A31150 | Accounts receivable | 40,225 | ( 38,437 ) |
| A31180 | Other receivables | 82,744 | ( 8,582 ) |
| A31200 | Inventories | 2,024,691 | 989,512 |
| A31220 | Long-term prepaid expenses | ( 1,469 ) | ( 1,281 ) |
| A31230 | Prepayments to suppliers | ( 317,116 ) | ( 2,271,792 ) |
| A31240 | Prepaid expenses and other current assets | 18,242 | 123 |
| A32125 | Contract liabilities | ( 1,501,289 ) | ( 95,830 ) |
| A32130 | Notes payable | 2,242 | ( 6,927 ) |
| A32150 | Accounts payable | 40,353 | ( 31,597 ) |
| A32160 | Accounts payable to related parties | ( 191,199 ) | 45,291 |
| A32180 | Other payables | ( 241,507 ) | 13,947 |
| A32230 | Other current liabilities | 119,554 | 21,644 |
| A32240 | Net defined benefit liabilities | ( 1,564 ) | ( 11,744 ) |
| A33000 | Cash inflow generated from operations | 1,730,609 | 334,107 |
| A33100 | Interest received | 4,399 | 21,271 |
| A33300 | Interest paid | ( 22,643 ) | ( 20,586 ) |
| A33500 | Income taxes paid | ( 257,825 ) | ( 266,312 ) |
| AAAA | Net cash flows from operating activities | 1,454,540 | 68,480 |
| (Continued on next page) |
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(Continued from previous page)
| Code | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|
| Cash flows from (used in) investing activities | |||
| B00050 | Proceeds from disposal of financial assets at amortized cost | $ - | $ 500,000 |
| B02700 | Purchase of property, plant, and equipment | ( 1,354,312 ) | ( 1,275,983 ) |
| B03700 | Decrease in guarantee deposits | ( 1,074 ) | ( 126 ) |
| B04500 | Purchase of intangible assets | ( 3,043 ) | ( 3,588 ) |
| B07100 | Increase in prepayments for business facilities | ( 10,826 ) | ( 4,851 ) |
| BBBB | Net cash flows in investing activities | ( 1,369,255 ) | ( 784,548 ) |
| Cash flows from financing activities | |||
| C00200 | Decrease in short-term loans | ( 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 | ( 213,108 ) | ( 199,502 ) |
| CCCC | Net cash flows in financing activities | 1,115,893 | ( 199,502 ) |
| EEEE | Net increase (decrease) in cash and cash equivalents for the period | 1,201,178 | ( 915,570 ) |
| E00100 | Cash and cash equivalents at beginning of period | 2,922,555 | 6,505,047 |
| E00200 | Cash and cash equivalents at end of period | $ 4,123,733 | $ 5,589,477 |
The accompanying notes are an integral part of the consolidated financial statements.
Pan German Universal Motors Ltd. and Subsidiaries
Note to Consolidated Financial Statements
For the Six Months Ended June 30, 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, trading, maintenance, and repair of automobiles and their components.
Shares of the Pan German Universal Motors have been listed and traded 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, trading, 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 Reports were approved by the Board of Directors on August 11, 2025.
- 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 (hereinafter referred to as the “FSC”) (collectively referred to as “IFRSs”)
The application of the amended IFRSs, endorsed and made effective by the FSC, is not expected to result in significant changes to the accounting policies of the Group.
(2) IFRSs endorsed by the FSC applied in 2026.
| New, Revised, or Amended Standards and Interpretations | Effective Date Announced 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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(Continued from previous page)
| New, Revised, or Amended Standards and Interpretations | Effective Date Announced by IASB |
|---|---|
| “Annual Improvements to IFRS Accounting Standards—11th Edition” | January 1, 2026 |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendment to IFRS 17 | January 1, 2023 |
| Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9—Comparative Information” | January 1, 2023 |
Amendments to IFRS 9 and IFRS 7 “Amendments to Classification and Measurement of Financial Instruments”
Regarding Amendments to the Application Guidance on the Classification of Financial Assets
The amendments that primarily revise the classification requirements for financial assets are as follows:
A. If a contingent event contained on a financial asset can change the timing or amount of contractual cash flows, and its nature 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 still solely 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 contract terms but no contingent features.
B. It is specified 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. It is clarified 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.
The Group should retrace the comparative periods for which the amendment is applicable and no restatement is needed, and recognize the impact of the initial application as at the date of the initial application. However, if a company can restate without the use of hindsight, it may choose to restate comparative periods.
Except for the above impacts, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of various amendments will have on the financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
(3) IFRSs issued by IASB but not yet endorsed and made effective by the FSC
| New, Revised, or Amended Standards and Interpretations | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture Assets” | To be determined |
| IFRS18 “Presentation and Disclosure of Financial Statements” | January 1, 2027 |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures” | January 1, 2027 |
Note: 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.
IFRS 18 “Presentation and Disclosure of Financial Statements”
IFRS 18 will replace IAS 1 “Presentation of Financial Statements”. The main changes in the standard include:
A. The income statement must classify income and expense items into operating, investing, financing, income tax, and discontinued operations categories.
B. The income statement should present profit or loss from operations and before financing and tax, as well as subtotals and totals of profit or loss.
C. Guidance is provided to enhance aggregation and disaggregation of requirements: The Group should 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
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dissimilar characteristics should 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.
D. Disclosure of management-defined performance measures is required: When the Group engages in public communication outside of the financial statements or communicates perspectives of management on specific aspects of the overall financial performance of the Group to users of the financial statements, it must disclose the management-defined performance measures in a single note. This disclosure should include a description of the measure, the way 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.
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 impact of the amendments to various standards and interpretations on its financial position and performance. The relevant impacts will be disclosed once the evaluation is complete.
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- Summary of Significant Accounting Policies
(1) Compliance statement
The consolidated financial statements have been prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers. and IAS 34, "Interim financial reporting" as endorsed and made effective by the FSC. The consolidated financial statements do not include all IFRS disclosure information required for the entire annual consolidated financial statements.
(2) Basis of preparation
The consolidated financial statements have been prepared on the 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.
(3) Basis of consolidation
The consolidated financial statements incorporate the financial statements of Pan German Universal and its controlled entities (i.e., its subsidiaries). The financial statements of the subsidiaries are adjusted to align with the accounting policy of the Group. All intra-group transactions, balances, income, and expenses are fully eliminated during the preparation of the Consolidated 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 detailed information on subsidiaries, ownership percentage, and main businesses.
(4) Other significant accounting policies
Except as otherwise described below, refer to the summary of significant accounting policies in the Consolidated Financial Statements for the year ended 2024.
A. Defined post-employment benefits
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Pension cost during the interim period is calculated by using the pension cost rate determined by the actuarial valuation at the end of the previous financial year on a year-to-date basis, and is adjusted for significant market fluctuations, material plan amendments, settlements, or other significant one-time events during the current period.
B. Income tax expense
Income tax expense comprises current income tax and deferred income tax. Income tax expense during the interim period is evaluated annually and calculated with the tax rate for the expected earnings of the year and the pre-tax income of the interim period.
C. Financial instruments
Assets and liabilities are recognized in 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) 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.
(b) 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
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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 capital stock and capital surplus – share premium. If the conversion option of convertible bonds is not exercised by 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.
-15-
-16-
- Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty
Under the accounting policies of the Group, 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. The 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 are identified.
- Cash and Cash Equivalents
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Cash on hand and petty cash | $ 16,419 | $ 17,801 | $ 8,382 |
| Checking accounts and demand deposits | 1,670,528 | 2,574,405 | 3,179,520 |
| Cash equivalents (Investments with maturities of 3 months) | |||
| Time deposits | 1,020,000 | - | 1,300,000 |
| Repurchase agreements | 1,416,786 | 330,349 | 1,101,575 |
| $ 4,123,733 | $ 2,922,555 | $ 5,589,477 |
The market rate intervals of cash equivalents were as follows:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Time deposits | 1.59% | - | 1.22% – 1.47% |
| Repurchase agreements | 1.24% | 1.22% | 1.22% |
- Financial Assets Measured at Fair Value Through Other Comprehensive Income
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Non-current | |||
| Investment in equity instruments | |||
| Unlisted ordinary shares | |||
| Yung Shin Carleasing Ltd. | $ 6,924 | $ 6,924 | $ 6,924 |
| Union Capital Carleasing Ltd. | 22,750 | 22,750 | 22,750 |
| $ 29,674 | $ 29,674 | $ 29,674 |
The Group has invested in the ordinary shares of Yung Shin Carleasing Ltd. and Union Capital Carleasing Ltd. for medium and long-term strategic purposes, with the expectation of generating profits through long-term investments. Accordingly, the management elected to measure these investments in equity instruments at fair value through other comprehensive income, as they believe recognizing the short-term fluctuations in the fair value of these investments in profit or loss would not align with the long-term strategy of the Group.
- Financial Assets at Amortized Cost
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Current | |||
| Domestic investments | |||
| Restricted time deposits | $ 5,400 | $ 5,400 | $ 5,400 |
| Less: Allowance for impairment loss | - | - | - |
| $ 5,400 | $ 5,400 | $ 5,400 | |
| Non-current | |||
| Domestic investments | |||
| Restricted time deposits | $ 92,165 | $ 92,165 | $ 88,943 |
| Less: Allowance for impairment loss | - | - | - |
| $ 92,165 | $ 92,165 | $ 88,943 |
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Restricted time deposits | 0.73% – 1.70% | 0.67% – 1.70% | 0.63% – 1.69% |
Refer to Note 27 for information regarding financial assets measured at amortized cost pledged as collateral.
- Notes and Accounts Receivable
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Notes receivable (including related parties) | |||
| Measured at amortized cost | |||
| Total carrying amount | $ 6,279 | $ 7,523 | $ 3,480 |
| Accounts receivable (including related parties) | |||
| Measured at amortized cost | |||
| Total carrying amount | $ 452,270 | $ 492,495 | $ 446,473 |
| Less: Allowance for impairment loss | ( 2,853 ) | ( 2,932 ) | ( 2,718 ) |
| $ 449,417 | $ 489,563 | $ 443,755 |
The average credit period of sales of goods was O/A 60 days, with no interest charged on accounts receivable. The Group rates its major customers by 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 credit risk of the Group has been significantly mitigated.
The Group recognizes the loss allowance for accounts receivable based on the lifetime expected credit losses (ECLs), except for the loss allowances reserved when an obvious impairment indicator of individual customers occurs. The expected credit losses on trade receivables are estimated using a provision matrix in 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 expected credit loss rate is decided by the provision matrix based solely on the aging of receivables without further distinction among different customer bases.
If evidence shows that a counterparty is experiencing severe financial difficulties, causing the Group to be unable to reasonably expect the recoverable amount—for instance, 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.
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The notes receivable of the Group are all current, and the allowance for losses on accounts receivable (including related parties) is measured based on the provision matrix as follows:
June 30, 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 | $ 382,162 | $ 62,631 | $ 7,207 | $ 270 | $ 452,270 |
| Loss allowance (lifetime ECLs) | ( 1,912 ) | ( 626 ) | ( 72 ) | ( 243 ) | ( 2,853 ) |
| Amortized cost | $ 380,250 | $ 62,005 | $ 7,135 | $ 27 | $ 449,417 |
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 |
June 30, 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 | $ 397,451 | $ 35,234 | $ 13,518 | $ 270 | $ 446,473 |
| Loss allowance (lifetime ECLs) | ( 1,988 ) | ( 352 ) | ( 135 ) | ( 243 ) | ( 2,718 ) |
| Amortized cost | $ 395,463 | $ 34,882 | $ 13,383 | $ 27 | $ 443,755 |
Changes in the allowance for expected credit losses on accounts receivable were as follows:
| January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|
| Beginning balance | $ 2,932 | $ 2,516 |
| Add: (Reversal of) provision for impairment loss | ( 79 ) | 202 |
| Ending balance | $ 2,853 | $ 2,718 |
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10. Inventories
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Motor vehicles | $ 4,928,996 | $ 6,268,377 | $ 3,825,630 |
| Automotive parts and accessories | 544,326 | 542,054 | 560,996 |
| $ 5,473,322 | $ 6,810,431 | $ 4,386,626 |
For the periods from April 1 to June 30, 2025 and 2024, and from January 1 to June 30, 2025 and 2024, inventories-related cost of sales amounted to NT$13,102,980 thousand, NT$14,008,630 thousand, NT$24,804,402 thousand, and NT$26,022,694 thousand, respectively. Cost of sales includes inventory write-down losses of NT$6,950 thousand, NT$457 thousand, NT$15,412 thousand, and NT$1,214 thousand, respectively.
As of June 30, 2025, December 31, 2024, and June 30, 2024, the allowance for inventory valuation losses on automotive parts was NT$50,398 thousand, NT$34,986 thousand, and NT$16,603 thousand, respectively.
11. Subsidiaries
Subsidiaries included in the Consolidated Financial Statements:
The reporting entities included in these Consolidated Financial Statements are as follows:
| Name of Investor | Name of Subsidiary | Main business activities | Ownership (%) | ||
|---|---|---|---|---|---|
| June 30 2025 | December 31, 2024 | June 30 2024 | |||
| Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | Sales and maintenance of cars | 100% | 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 | - | - | 5,666 | 886,739 | 14,502 | 6,041 | 310,313 | 1,223,261 |
| Disposals | - | - | (23,999) | - | (9,197) | - | - | (33,196) |
| Reclassification | 1,216,817 | - | 2,491 | (796,219) | 8,823 | 1,927 | 7,216 | 441,055 |
| Balance on June 30, 2025 | $ 2,144,836 | $ 3,406,329 | $ 328,888 | $ 988,576 | $ 364,305 | $ 1,376,319 | $ 1,062,027 | $ 9,671,280 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2025 | $ - | $ 1,265,151 | $ 221,688 | $ 103,094 | $ 224,472 | $ 697,766 | $ - | $ 2,512,171 |
| Depreciation expense | - | 98,413 | 21,980 | 98,582 | 26,128 | 48,664 | - | 293,767 |
| Disposals | - | - | (23,999) | - | (9,197) | - | - | (33,196) |
| Reclassification | - | - | - | (93,224) | (162) | - | - | (93,386) |
| Balance on June 30, 2025 | $ - | $ 1,363,564 | $ 219,669 | $ 108,452 | $ 241,241 | $ 746,430 | $ - | $ 2,679,356 |
| Net Amount as of June 30, 2025 | $ 2,144,836 | $ 2,042,765 | $ 109,219 | $ 880,124 | $ 123,064 | $ 629,889 | $ 1,062,027 | $ 6,991,924 |
| 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 | - | 81 | 6,257 | 887,511 | 3,822 | 6,955 | 352,520 | 1,257,146 |
| Disposals | - | - | (2,592) | - | (7,383) | - | - | (9,975) |
| Reclassification | - | - | 1,080 | (715,127) | 469 | 900 | 5,188 | (707,490) |
| Balance on June 30, 2024 | $ 928,019 | $ 3,404,652 | $ 329,802 | $ 1,021,881 | $ 355,510 | $ 1,367,144 | $ 381,949 | $ 7,788,957 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2024 | $ - | $ 1,044,979 | $ 180,312 | $ 100,395 | $ 187,497 | $ 587,104 | $ - | $ 2,100,287 |
| Depreciation expense | - | 111,895 | 22,779 | 90,812 | 29,513 | 55,621 | - | 310,620 |
| Disposals | - | - | (2,592) | - | (7,383) | - | - | (9,975) |
| Reclassification | - | - | - | (87,156) | - | - | - | (87,156) |
| Balance on June 30, 2024 | $ - | $ 1,156,874 | $ 200,499 | $ 104,051 | $ 209,627 | $ 642,725 | $ - | $ 2,313,776 |
| Net amount on June 30, 2024 | $ 928,019 | $ 2,247,778 | $ 129,303 | $ 917,830 | $ 145,883 | $ 724,419 | $ 381,949 | $ 5,475,181 |
The reclassifications from January 1 to June 30, 2025, and 2024 primarily involved transferring prepayments for business facilities, reclassifying transportation equipment as inventories, and reclassifying properties under construction according to their nature upon completion, as well as recognizing their costs eligible for capitalization. Please refer to Notes 13 and 21.
As there were no indications of impairment from January 1 to June 30, 2025 and 2024, no impairment assessment was conducted by the Group.
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 | 5 to 51 years |
| Utility and communication | |
| engineering | 3 to 18.5 years |
| Machinery equipment | 2 to 13 years |
| Transportation equipment | 5 to 6 years |
| Miscellaneous equipment | 2 to 15 years |
| Leasehold improvements | 1 to 18 years |
As of June 30, 2025, the Group's significant property contracts under construction were as follows:
| Contracting party | Contract date | Total contract price | Amount paid |
|---|---|---|---|
| Lee Ming Construction Co., Ltd. | December 2023 | $ 1,084,571 | $ 563,977 |
| Fuli Construction Co., Ltd. | March 2024 | $ 890,476 | $ 445,143 |
The above-mentioned construction contracts pertain to the development of new business locations for the Group across various regions. As of June 30, 2025, the overall projects had not yet been completed, and therefore, the payments made have been included in properties under construction.
13. Lease Arrangements
(1) Right-of-use assets
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Carrying amount of right-of-use assets | |||
| Land | $ 2,115,140 | $ 2,019,842 | $ 2,007,351 |
| Buildings | 868,119 | 811,798 | 926,345 |
| $ 2,983,259 | $ 2,831,640 | $ 2,933,696 | |
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | |
| Additions to right-of-use assets | $ 380,002 | ||
| Depreciation of right-of-use assets | |||
| Land | $ 45,192 | $ 41,443 | $ 88,273 |
| Buildings | 63,629 | 59,887 | 128,394 |
| Capitalization of property, plant, and equipment | ( 4,139 ) | ( 4,139 ) | ( 8,278 ) |
| $ 104,682 | $ 97,191 | $ 208,389 |
Except for the above-mentioned additions and recognition of depreciation expense, no significant sublease or impairment concerning right-of-use assets of the Group were found during the period from January 1 to June 30, 2025 and 2024.
(2) Leases liabilities
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Carrying amount of lease liabilities | |||
| Current | $ 429,340 | $ 354,898 | $ 376,209 |
| Non-current | $ 2,854,687 | $ 2,774,369 | $ 2,887,157 |
The range of discount rates for lease liabilities was as follows:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Land | 1.05% – 1.70% | 1.05% – 1.70% | 1.05% – 1.30% |
| Buildings | 1.05% – 1.70% | 1.05% – 1.70% | 1.05% – 1.30% |
(3) Other lease information
From January 1, 2025, to June 30, 2025, due to the modification of the lease terms, right-of-use assets of the Group decreased by NT$11,716 thousand, and lease liabilities decreased by NT$12,134 thousand.
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Short-term lease expenses | $ 14,347 | $ 16,660 | $ 31,797 | $ 23,110 |
| Total cash (outflow) for leases | ($ 131,590) | ($ 128,503) | ($ 265,694) | ($ 244,376) |
The Group elected to apply the recognition exemption for short-term leases and therefore 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 the short-term expenses.
- Short-term Borrowings
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Credit line borrowings | $ - | $ 700,000 | $ - |
The interest rate on bank credit loans as of December 31, 2024 was 1.78%.
- Bonds Payable
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Face value of domestic unsecured convertible bonds | $ 2,000,000 | $ - | $ - |
| Less: discount on bonds payable | ( 56,811 ) | - | - |
| $ 1,943,189 | $ - | $ - |
Pan German Universal issued its first and second tranches of domestic unsecured convertible bonds on June 26, 2025, 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, respectively), with actual issuance prices at 101% and 102.37% of the face value, respectively. The total funds raised are 1,010,000 thousand and 1,023,695 thousand, respectively.
Each holder of convertible corporate 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). The conversion prices of this convertible bond at issuance and as of June 30, 2025, were NT$307.6 and NT$297.8 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) 94
Components of liabilities on June 30, 2025 $ 1,943,189
- Notes and Accounts Payable (Including Related Parties)
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Notes payable | $ 6,774 | $ 4,532 | $ 6,202 |
| Accounts payable | 435,161 | 586,007 | 463,144 |
| $ 441,935 | $ 590,539 | $ 469,346 |
Notes and accounts payable consist of payments to suppliers.
17. Other Payables
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Wages and salaries payable and bonuses | $ 405,306 | $ 595,465 | $ 517,584 |
| Equipment payable | 78,182 | 209,301 | 50,795 |
| Rents payable | 7,153 | 9,945 | 9,665 |
| Employee and director remuneration payable | 12,270 | 26,600 | 12,220 |
| Dividends payable | 1,493,112 | - | 1,452,757 |
| Other payables | 318,977 | 352,875 | 346,570 |
| $ 2,315,000 | $ 1,194,186 | $ 2,389,591 |
18. Retirement Benefit Plans
The pension costs under the defined benefit plans for the periods from April 1 to June 30, 2025 and 2024, and from January 1 to June 30, 2025 and 2024, were calculated based on the pension cost rates determined by actuarial valuation as of December 31, 2024 and 2023, respectively. The amounts were NT$118 thousand, NT$196 thousand, NT$237 thousand, and NT$391 thousand, respectively.
19. Equity
(1) Capital stock
Ordinary Shares
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Authorized shares (thousand shares) | 100,000 | 100,000 | 100,000 |
| Authorized capital stock | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
| Issued and paid shares (thousand shares) | 80,709 | 80,709 | 80,709 |
| Issued capital stock | $ 807,087 | $ 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.
-25-
(2) Capital surplus
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| The portion used to offset deficits, distributed as cash dividends, or transferred to capital stock (Note) | |||
| Share premium | $ 3,916,244 | $ 3,916,244 | $ 3,916,244 |
| The difference between the purchase price and the book value of acquired subsidiary shares | 352,831 | 352,831 | 352,831 |
| The portion not used for any purpose | |||
| Warrants for convertible bonds | 85,600 | - | - |
| $ 4,354,675 | $ 4,269,075 | $ 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
According to the Articles of Incorporation of Pan German Universal, if there is a profit in the 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 on the dividend distribution. When distributing dividends or bonuses using the aforementioned legal reserves and capital surplus, the Board of Directors must convene with at least two-thirds of its members present and obtain a resolution with the majority of the directors in attendance. The resolution will then be reported to the shareholders' meeting.
The dividend policy of Pen German Universal is based on factors such as 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 “Compensation of employees and remuneration of directors” in Note 21 (5).
When the balance of legal reserve reaches the total paid-in capital stock amount of Pan German Universal, 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 capital can be transferred to capital stock and distributed in cash.
The earnings distribution proposals of the Company in 2024 and 2023 are as follows:
| Earnings distribution 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 the years 2024 and 2023 were approved at the annual shareholders' meetings on June 13, 2025, and June 21, 2024, respectively.
(4) Other equity
There were no significant changes in other equity interest items during the periods from January 1 to June 30, 2025 and 2024.
- Revenue
(1) Contract balance
| June 30, 2025 | December 31, 2024 | June 30, 2024 | January 1, 2024 | |
|---|---|---|---|---|
| Contract liabilities-current | ||||
| Advance sales receipts | $ 2,183,222 | $ 3,684,511 | $ 4,173,418 | $ 4,269,248 |
(2) Disaggregation of revenue from contracts with customers
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Type of goods or services | ||||
| Automobile sales revenue | $ 13,473,982 | $ 14,506,372 | $ 25,405,276 | $ 26,783,157 |
| Maintenance revenue | 1,264,279 | 1,243,292 | 2,483,700 | 2,435,479 |
| $ 14,738,261 | $ 15,749,664 | $ 27,888,976 | $ 29,218,636 |
- Net Income
(1) Other income and net (expense) income
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Revenue arising from warranty extension | $ 8,028 | $ 7,466 | $ 16,126 | $ 12,598 |
(2) Finance costs
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Interest on bank loans | $ 642 | $ 14 | $ 2,182 | $ 14 |
| Interest on convertible bonds | 94 | - | 94 | - |
| Interest on lease liabilities | 10,662 | 10,342 | 20,789 | 20,572 |
| Less: Amounts capitalized as part of the cost of qualifying assets | ( 1,155 ) | ( 1,192 ) | ( 2,320 ) | ( 1,192 ) |
| $ 10,243 | $ 9,164 | $ 20,745 | $ 19,394 |
Information on capitalized interest was as follows:
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Capitalized interest | $ 1,155 | $ 1,192 | $ 2,320 | $ 1,192 |
| Capitalization rate | 1.3% | 1.3% | 1.3% | 1.3% |
(3) Depreciations and amortization
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Depreciation expense | ||||
| Property, plant and equipment | $ 139,922 | $ 156,486 | $ 293,767 | $ 310,620 |
| Right-of-use assets | 104,682 | 97,191 | 208,389 | 198,032 |
| 244,604 | 253,677 | 502,156 | 508,652 | |
| Amortization expense | ||||
| Software | 1,425 | 1,069 | 2,860 | 2,147 |
| Long-term prepaid expenses | 1,136 | 902 | 2,235 | 1,831 |
| 2,561 | 1,971 | 5,095 | 3,978 | |
| Total depreciation expense and amortization expense (part of operating expenses) | $ 247,165 | $ 255,648 | $ 507,251 | $ 512,630 |
(4) Employee benefits expense
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Retirement benefits (Note 18) | ||||
| Defined contribution plan | $ 20,518 | $ 18,745 | $ 40,955 | $ 37,723 |
| Defined benefit plans | 118 | 196 | 237 | 391 |
| Other Employee benefits | 573,176 | 628,187 | 1,112,197 | 1,174,356 |
| Total employee benefits | $ 593,812 | $ 647,128 | $ 1,153,389 | $ 1,212,470 |
| Expenses summarized by function | ||||
| Operating costs | $ 57,862 | $ 54,388 | $ 115,037 | $ 108,153 |
| Operating expenses | 535,950 | 592,740 | 1,038,352 | 1,104,317 |
| $ 593,812 | $ 647,128 | $ 1,153,389 | $ 1,212,470 |
(5) Employee and director remuneration
According to the Articles of Incorporation of Pan German Universal, the Company shall allocate compensation to employees and directors at rates no less than 0.1% and no higher than 3% of the pre-tax profit before deducting employee and director 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 ordinary shareholders' 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 estimated remuneration of employees (including compensation of non-executive employees) and directors for the period from January 1 to June 30, 2025, and for the period from January 1 to June 30, 2024 is as follows:
Accrued ratio
| January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|
| Employee remuneration | 0.1% | 0.1% |
| Director remuneration | 0.96% | 0.88% |
Amount
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Employee remuneration | $ 584 | $ 684 | $ 1,129 | $ 1,229 |
| Director remuneration | $ 5,416 | $ 5,316 | $ 10,871 | $ 10,771 |
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 employee and director remuneration for 2024 and 2023 resolved by the Board of Directors on March 12, 2025, and March 13, 2024, respectively, were as follows:
| 2024 | 2023 | |
|---|---|---|
| Cash | Cash | |
| Employee remuneration | $ 2,590 | $ 2,400 |
| Director remuneration | 23,310 | 21,600 |
The actual distribution amounts of employee and director remuneration for 2024 and 2023 were consistent with the amounts recognized in the 2024 and 2023 Consolidated Financial Statements.
For information regarding the employee 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.
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22. Income Tax
(1) Income tax recognized in profit or loss
The main components of income tax expenses were as follows:
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Income tax for the current period | ||||
| Arising from current period | $ 129,800 | $ 136,938 | $ 231,645 | $ 244,682 |
| Adjustments from previous years | 26 | 116 | 26 | 116 |
| Deferred income tax | ||||
| Arising from current period | ( 1,169 ) | 2,708 | ( 3,010 ) | 2,980 |
| Income tax expense recognized in profit or loss | $ 128,657 | $ 139,762 | $ 228,661 | $ 247,778 |
(2) Income tax assessments
The profit-seeking enterprise income tax filings of the Company and Jet-Li Motors Ltd. have been assessed and approved by the tax authorities through 2023.
23. Earnings per Share
The earnings and weighted-average number of ordinary shares used in the calculation of earnings per share were as follows:
Net Income – Attributable to Owners of the Company
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Net income used in the calculation of basic/diluted EPS | $ 501,404 | $ 547,313 | $ 888,194 | $ 968,922 |
| Effect of dilutive potential ordinary shares: | ||||
| After-tax interest on convertible bonds | 76 | - | 76 | - |
| Net income used in the calculation of basic EPS | $ 501,480 | $ 547,313 | $ 888,270 | $ 968,922 |
Shares
| Unit: Thousand shares | ||||
|---|---|---|---|---|
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
| Weighted average number of ordinary shares used in the calculation of basic EPS | 80,709 | 80,709 | 80,709 | 80,709 |
| Effects of dilutive potential ordinary shares: | ||||
| Employee remuneration | 4 | 4 | 7 | 7 |
| Convertible bonds | 215 | - | 108 | - |
| Weighted average number of ordinary shares used in the calculation of diluted EPS | 80,928 | 80,713 | 80,824 | 80,716 |
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 dilutive potential ordinary shares in the weighted average number of outstanding shares. This dilutive effect of the potential ordinary shares is still considered 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.
24. 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 overall strategy of the Group remains unchanged.
The capital structure of the Group consists of the net debt and equity.
The Group is not subject to any externally imposed capital requirements.
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.
| June 30, 2025 | ||
|---|---|---|
| Carrying Amount | Fair Value | |
| Liabilities | ||
| Convertible bonds | $ 1,943,189 | $ 1,885,000 |
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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 measured at fair value on a recurring basis
A. Fair value hierarchy
June 30, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at fair value through other comprehensive income | ||||
| Investment in equity instruments | ||||
| – Domestic unlisted stocks | $ - | $ - | $ 29,674 | $ 29,674 |
| December 31, 2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through other comprehensive income | ||||
| Investment in equity instruments | ||||
| – Domestic unlisted stocks | $ - | $ - | $ 29,674 | $ 29,674 |
| June 30, 2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through other comprehensive income | ||||
| Investment in equity instruments | ||||
| – Domestic unlisted stocks | $ - | $ - | $ 29,674 | $ 29,674 |
B. Reconciliation of financial instruments measured at Level 3 fair value
January 1 to June 30, 2025
| Financial assets | Equity instruments of financial assets measured at fair value through other comprehensive income assets |
|---|---|
| Beginning balance | $ 29,674 |
| Additions | - |
| Ending balance | $ 29,674 |
January 1 to June 30, 2024
| Financial assets | Equity instruments of financial assets measured at fair value through other comprehensive income assets |
|---|---|
| Beginning balance | $ 29,674 |
| Additions | - |
| Ending balance | $ 29,674 |
C. Valuation techniques and inputs for Level 3 fair value measurement
(a) Derivative instruments—the redemption right of 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.
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(3) Categories of financial instruments
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Financial assets | |||
| Financial assets measured at amortized cost (Note 1) | $ 5,403,584 | $ 4,325,557 | $ 6,818,546 |
| Financial assets measured at other comprehensive income | 29,674 | 29,674 | 29,674 |
| Financial liabilities | |||
| Measured at amortized cost (Note 2) | 2,782,283 | 1,852,715 | 866,711 |
Note 1: The balance of financial assets measured 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 includes financial liabilities measured at amortized cost, comprising short-term borrowings, notes payable, accounts payable, other payables (excluding wages, salaries, and bonuses payable, rents payable, dividends payable, employee and director remunerations), and bonds payable.
(4) Financial risk management objectives and policies
The major financial instruments of the Group include cash and cash equivalents, financial assets measured at amortized cost, notes and accounts receivable (including related parties), other receivables, guarantee deposits paid, other financial assets, notes and accounts (including related parties), other payables, short-term borrowings, bonds payable, and lease liabilities. The financial risk management of the Group is for managing financial risks related to operations, including 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.
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
Equity price exposure occurred due to the investments of the Group in domestic unlisted shares. Since the equity investments are not held for trading but are strategic investments, the Group does not actively trade these investments.
Sensitivity analysis
The sensitivity analysis below is determined based on the equity price exposure as of the balance sheet date.
If equity prices increase or decrease by 1%, other comprehensive income before tax for the period from January 1 to June 30, 2025 and 2024 would increase or decrease by NT$297 thousand due to the fluctuations in the fair value of financial assets measured 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 a financial loss to the Group. As of the balance sheet date, maximum exposure of the Group to credit risk primarily arises from:
The carrying amounts of financial assets are recognized in the Consolidated Balance Sheets.
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. The current working capital of the Group is sufficient to support its operations. Therefore, no liquidity risk arising from an inability to raise funds to meet contractual obligations is found. The unutilized financing limits of the Group as of June 30, 2025, December 31, 2024, and June 30, 2024, were NT$1,800,000 thousand, NT$2,100,000 thousand, and NT$3,000,000 thousand, respectively.
Liquidity and interest rate risk tables for non-derivative financial liabilities
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Analysis of the remaining contractual maturity of non-derivative financial liabilities is prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities on the earliest possible repayment date of the Group. 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.
June 30, 2025
| Less than 1 year | 1 – 5 years | Over 5 years | |
|---|---|---|---|
| Non-interest-bearing liabilities | $ 846,247 | $ - | $ - |
| Leases liabilities | 455,345 | 1,247,904 | 1,717,753 |
| Fixed rate instruments | - | 1,943,189 | - |
| $ 1,301,592 | $ 3,191,093 | $ 1,717,753 |
December 31, 2024
| Less than 1 year | 1 – 5 years | Over 5 years | |
|---|---|---|---|
| Non-interest-bearing liabilities | $ 1,162,660 | $ - | $ - |
| Leases liabilities | 373,067 | 1,125,046 | 1,772,534 |
| Fixed rate instruments | 700,853 | - | - |
| $ 2,236,580 | $ 1,125,046 | $ 1,772,534 |
June 30, 2024
| Less than 1 year | 1 – 5 years | Over 5 years | |
|---|---|---|---|
| Non-interest-bearing liabilities | $ 876,376 | $ - | $ - |
| Leases liabilities | 414,539 | 1,168,153 | 1,826,484 |
| $ 1,290,915 | $ 1,168,153 | $ 1,826,484 |
- 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:
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(1) Related party name and relationships
| Name of related parties | Relationship with the Group |
|---|---|
| Pan German Motors Ltd. | Joint ventures in which the entity is a venturer |
| Union Capital Carleasing Ltd. | Joint ventures in which the entity is a venturer |
| Yi Der International Ltd. | Joint ventures in which the entity is a venturer |
| Universal Motor Traders Ltd. | Joint ventures in which the entity is a venturer |
| Yung Shin Carleasing Ltd. | Joint ventures in which the entity is a venturer |
| Yung Foong Imp. & Exp. Co., Ltd. | Joint ventures in which the entity is a venturer |
(2) Operating revenue
| Related party category | April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 |
|---|---|---|---|---|
| Joint ventures in which the entity is a venturer | ||||
| Union Capital Carleasing Ltd. | $ 786,402 | $ 908,520 | $ 1,562,580 | $ 1,841,944 |
| Yi Der International Ltd. | 725,474 | 759,656 | 1,388,223 | 1,342,616 |
| Pan German Motors Ltd. | 75,583 | 77,898 | 148,983 | 151,910 |
| Other | - | - | - | 49 |
| $ 1,587,459 | $ 1,746,074 | $ 3,099,786 | $ 3,336,519 |
The 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 | April 1 to June 30, 2024 | April 1 to June 30, 2024 | January 1 to June 30, 2024 | January 1 to June 30, 2024 |
|---|---|---|---|---|
| Joint ventures in which the entity is a venturer | ||||
| Pan German Motors Ltd. | $ 7,380,953 | $ 9,358,714 | $ 12,597,709 | $ 15,188,745 |
| Other | 104,149 | 16,372 | 157,235 | 67,443 |
| $ 7,485,102 | $ 9,375,086 | $ 12,754,944 | $ 15,256,188 |
The purchase terms of the Group with related parties are unique in nature, and no unrelated parties are available for comparison. All other aspects are consistent with those of non-related parties.
(4) Notes and accounts receivable – related parties
| Item | Related party category/Name | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|---|
| Notes receivable | Joint ventures in which the entity is a venturer | $ - | $ 29 | $ - |
| Accounts receivable | Joint ventures in which the entity is a venturer | |||
| Pan German Motors Ltd. | $ 141,862 | $ 199,323 | $ 91,604 | |
| Others | 3,343 | 2,419 | 3,977 | |
| $ 145,205 | $ 201,742 | $ 95,581 |
Notes and accounts receivable – related parties arise from sales activities. The outstanding balances of these receivables are not secured by any guarantees from related parties.
For credit period and credit risk management policies related to the Group, please refer to Note 9.
The Group's notes receivable – related parties are not all overdue. For information on the allowance for losses on related party receivables measured according to the provision matrix, please refer to Note 9.
(5) Accounts payable – related parties
| Item | Related party category/Name | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|---|
| Notes payable | Joint ventures in which the entity is a venturer | $ - | $ 464 | $ - |
| Accounts payable | Joint ventures in which the entity is a venturer | |||
| Pan German Motors Ltd. | $ 306,089 | $ 497,288 | $ 367,653 |
The outstanding balances of accounts payable to related parties are not secured by any guarantees.
(6) Other receivables – related parties
| Related party category | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| Joint ventures in which the entity is a venturer | |||
| Pan German Motors Ltd. | $ 550,569 | $ 638,459 | $ 540,815 |
| Other | 653 | 926 | 526 |
| $ 551,222 | $ 639,385 | $ 541,341 |
Other receivables – related parties primarily consist of target and image incentives receivable from the general agent and receivables from purchase returns.
(7) Prepayments to suppliers
| Name of related parties | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| Joint ventures in which the entity is a venturer | |||
| Pan German Motors Ltd. | $ 1,437,318 | $ 1,824,653 | $ 1,947,349 |
(8) Prepaid rent
| Name of related parties | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| Joint ventures in which the entity is a venturer | $ 63 | $ 291 | $ 1,241 |
(9) Liabilities
| Related party category | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| Joint ventures in which the entity is a venturer | $ 10,283 | $ 14,602 | $ 4,698 |
(10) Other payables
| Related party category | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| Joint ventures in which the entity is a venturer | $ 25,722 | $ 58,623 | $ 29,299 |
Other payables – related parties mainly refer to rent payable, advertising expenses payable, equipment payments payable, 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
| Recognized item | Related party category | April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 |
|---|---|---|---|---|---|
| Operating expenses | Joint ventures in which the entity is a venturer | $ 24,685 | $ 33,603 | $ 57,480 | $ 41,078 |
| Other income | Joint ventures in which the entity is a venturer | ||||
| Pan German Motors Ltd. | $ 1,982 | $ 1,455 | $ 3,292 | $ 2,965 | |
| Others | 1,443 | 1,509 | 2,691 | 2,543 | |
| $ 3,425 | $ 2,964 | $ 5,983 | $ 5,508 | ||
| Target and image incentives | Joint ventures in which the entity is a venturer | ||||
| Pan German Motors Ltd. | $ 333,227 | $ 235,351 | $ 589,037 | $ 402,424 |
Operating expenses – related parties mainly refer to expenses for business promotion, miscellaneous purchases, repairs and service expenses, training expenses, and system maintenance expenses incurred in transactions with related parties.
Other income – related parties mainly refer to income from marketing activity subsidies provided 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
| Related party category | Acquisition price | |||
|---|---|---|---|---|
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
| Joint ventures in which the entity is a venturer | $ 514 | $ 411 | $ 4,654 | $ 1,898 |
The acquisition price for the periods January 1 to June 30, 2025 and 2024, includes equipment prepayments at the end of the period.
(13) Lease agreement
Acquisition of right-of-use assets
| Related party category | April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 |
|---|---|---|---|---|
| Joint ventures in which the entity is a venturer | ||||
| 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 |
Leases liabilities
| Related party category/Name | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| Joint ventures in which the entity is a venturer | |||
| Pan German Motors Ltd. | $ 349,604 | $ 290,307 | $ 318,257 |
| Other | 49,597 | 54,751 | 69,309 |
| $ 399,201 | $ 345,058 | $ 387,566 |
Interest expense
| Related party category | April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 |
|---|---|---|---|---|
| Joint ventures in which the entity is a venturer | ||||
| Pan German Motors Ltd. | $ 1,241 | $ 1,048 | $ 2,410 | $ 2,135 |
| Other | 158 | 195 | 323 | 411 |
| $ 1,399 | $ 1,243 | $ 2,733 | $ 2,546 |
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 market prices and are based on standard payment terms.
Lease expense
| Related party category | April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 |
|---|---|---|---|---|
| Joint ventures in which the entity is a venturer | $ 26,956 | $ 18,493 | $ 55,555 | $ 31,260 |
(14) Compensation of key management personnel
| April 1 to June 30, 2025 | April 1 to June 30, 2024 | January 1 to June 30, 2025 | January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Short-term employee benefits | $ 24,888 | $ 20,783 | $ 44,855 | $ 39,999 |
The remuneration of 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 the distribution contract:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Pledged deposits (recognized as financial assets measured at amortized cost) | $ 97,565 | $ 97,565 | $ 94,343 |
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28. Significant Contingent Liabilities and Unrecognized Contractual Commitments
(1) Important contracts
As of June 30, 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. | From January 1 to December 31, 2025 | Authorize the Group to sell vehicles, parts, and accessories provided by the company within the distribution area, and to provide maintenance and repair services. |
| Distribution contract | Porsche Taiwan Motors Limited | Since January 1, 2018, either party may terminate the distribution contract at the end of the month following a 12-month prior notice. | Authorize the Group to sell vehicles, parts, and accessories provided by the company within the distribution area, and to provide maintenance and repair services. |
(2) Committed capital expenditures that have been contracted but not yet incurred:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Construction-in-progress contract | $ 1,001,483 | $ 1,294,325 | $ 1,639,640 |
29. Supplementary Disclosures
(1) Information on significant transactions and (2) Information on investees:
A. Loans to others. (None)
B. Endorsement and guarantee for others. (None)
C. Significant marketable securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures). (None)
D. Transactions of purchases and sales with related parties amounting to over NT$100 million or 20% of paid-in capital. (Table 1)
E. Receivables from related parties amounting to NT$100 million or 20% or more of paid-in capital. (Table 2)
F. Other: Business relationships and significant transactions between the parent company and 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 company 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 book value of investment, repatriated investment income, and investment limit in Mainland China. (None)
B. Significant transactions with investee companies in Mainland China, either directly or indirectly through a third party, including their prices, payment terms, and unrealized gains or losses: (None)
(a) Purchase amount and percentage, ending balance of related payables, and percentage.
(b) Sales amount and percentage, ending balance of related receivables, and percentage.
(c) Amount of property transactions and the resulting gains or losses.
(d) Ending balance 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.
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30. Segment Information
Information provided to the chief operating decision-maker for 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 repair 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 | |
|---|---|---|---|
| January 1 to June 30, 2025 | |||
| Revenue from external customers | $ 16,052,188 | $ 11,836,788 | $ 27,888,976 |
| Inter-segment revenue | 84,054 | 98,163 | 182,217 |
| Segment revenue | 16,136,242 | 11,934,951 | 28,071,193 |
| Internal write-offs | ( 84,054 ) | ( 98,163 ) | ( 182,217 ) |
| Consolidated revenue | $ 16,052,188 | $ 11,836,788 | $ 27,888,976 |
| Segment profit or loss | $ 528,488 | $ 563,647 | $ 1,092,135 |
| Unallocated profit or loss | 24,720 | ||
| Net profit before tax | $ 1,116,855 | ||
| January 1 to June 30, 2024 | |||
| Revenue from external customers | $ 17,384,483 | $ 11,834,153 | $ 29,218,636 |
| Inter-segment revenue | 88,261 | 44,784 | 133,045 |
| Segment revenue | 17,472,744 | 11,878,937 | 29,351,681 |
| Internal write-offs | ( 88,261 ) | ( 44,784 ) | ( 133,045 ) |
| Consolidated revenue | $ 17,384,483 | $ 11,834,153 | $ 29,218,636 |
| Segment profit or loss | $ 627,859 | $ 558,259 | $ 1,186,118 |
| Unallocated profit or loss | 30,582 | ||
| Profit before tax | $ 1,216,700 |
Segment profit and loss refer to the profit earned by each segment. The measured amount is provided to the chief operating decision maker for resource allocation and performance assessment of the segments.
(2) Total segment assets
| BMW and MINI | PORSCHE | Total | |
|---|---|---|---|
| June 30, 2025 | |||
| Total assets | $ 11,870,669 | $ 7,362,282 | $ 19,232,951 |
| Unallocated assets | 4,294,003 | ||
| Total consolidated assets | $ 23,526,954 | ||
| December 31, 2024 | |||
| Total assets | $ 12,921,897 | $ 7,175,947 | $ 20,097,844 |
| Unallocated assets | 2,987,416 | ||
| Total consolidated assets | $ 23,085,260 | ||
| June 30, 2024 | |||
| Total assets | $ 10,596,286 | $ 6,861,767 | $ 17,458,053 |
| Unallocated assets | 5,683,718 | ||
| Total consolidated assets | $ 23,141,771 |
For the purpose of monitoring segment performance and allocating resources between segments:
Except for the current and deferred tax assets, all assets are allocated to reportable segments whose shared assets are allocated based on the revenue earned by individual reportable segments. The total segment assets mentioned above 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.
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 Six Months Ended June 30, 2025
Table 1
(In thousands of NTD, unless otherwise specified)
| Purchase (sales) company | Transaction counterparty | Relationship | Transaction details | Situations and reasons where the transaction terms differ from ordinary transactions | Notes/accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (sales) | Amount | Percentage of total purchases (sales) | Credit period | Unit price | Credit period | Balance | Percentage of total notes/accounts receivable (payable) | ||||
| Pan German Universal Motors Ltd. | Pan German Motors Ltd. | Joint ventures in which the entity is a venturer | Purchase | $ 12,596,344 | 56% | Note 1 | No comparable transactions with unrelated parties | No comparable transactions with unrelated parties | ($ 305,667) | ( 74%) | Prepayments to suppliers $ 1,437,318 |
| Pan German Universal Motors Ltd. | Pan German Motors Ltd. | Joint ventures in which the entity is a venturer | Sale | 148,983 | 1% | O/A 60 days | No comparable transactions with unrelated parties | No comparable transactions with unrelated parties | 141,862 | 33% | Contract liabilities 632 |
| Pan German Universal Motors Ltd. | Union Capital Carleasing Ltd. | Joint ventures in which the entity is a venturer | Purchase | 157,235 | 1% | Immediate payment | Consistent with unrelated parties | Consistent with unrelated parties | - | - | |
| Pan German Universal Motors Ltd. | Union Capital Carleasing Ltd. | Joint ventures in which the entity is a venturer | Sale | 1,344,664 | 5% | Immediate collection | Consistent with unrelated parties | Consistent with unrelated parties | 3,334 | 1% | |
| Pan German Universal Motors Ltd. | Yi Der International Ltd. | Joint ventures in which the entity is a venturer | Sale | 1,387,877 | 5% | Immediate collection | Consistent with unrelated parties | Consistent with unrelated parties | 9 | - | Contract liabilities 9,651 |
| Jet-Li Motors Ltd. | Union Capital Carleasing Ltd. | Joint ventures in which the entity is a venturer | Sale | 217,916 | 11% | Immediate collection | Consistent with unrelated parties | Consistent with unrelated parties | - | - |
Note 1: Payment for vehicles must be fully settled before delivery; payment for parts is O/A 45 days.
Pan German Universal Motors Ltd. and Subsidiaries
Receivables From Related Parties with Amounts Reaching NT$100 Million or 20% of Paid-in Capital
June 30, 2025
Table 2
(In thousands of NTD, unless otherwise specified)
| Company with receivables | Transaction counterparty | Relationship | Balance of accounts receivable from related parties | Turnover ratio | Overdue receivables from related parties | Receivables from related parties collected in the subsequent period | Provision for allowance for loss amount | |
|---|---|---|---|---|---|---|---|---|
| Amount | Handling method | |||||||
| Pan German Universal | Pan German Motors Ltd. | Joint ventures in which the entity is a venturer | $ 692,431 | Note 1 | $ 42,266 | — | $ 203,697 | $ 921 |
Note 1: The receivables of Pan German Universal Motors Ltd. due from Pan German Motors Ltd. totaled NT$692,431 thousand, comprising accounts receivable of NT$141,862 thousand and other receivables of NT$550,569 thousand.
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Pan German Universal Motors Ltd. and Subsidiaries
Business Relationships and Significant Transactions and Amounts Between the Parent Company and Subsidiaries, and Among Subsidiaries
For the Six Months Ended June 30, 2025
Table 3
(In thousands of NTD, unless otherwise specified)
| No. (Note1) | Name of the counterparty | Transaction counterparty | Relationship with the counterparty (Note 2) | Transaction details | Percentage of total consolidated ratio of total assets (Note 3) | ||
|---|---|---|---|---|---|---|---|
| Accounting item | Amount | Transaction terms | |||||
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Sales revenue | $ 40,594 | Unique in nature, no comparable unrelated parties | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Purchase | 21,203 | Unique in nature, no comparable unrelated parties | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Accounts receivable – related parties | 114 | Immediate collection | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Other receivables – related parties | 80 | O/A 60 days | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Accounts payable – related parties | 180 | Immediate payment | - |
| 0 | Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | (1) | Other payables – related parties | 231 | 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 the 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 Six Months Ended June 30, 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 | Number of shares | Percentage | Book value | |||||||
| Pan German Universal Motors Ltd. | Jet-Li Motors Ltd. | Taiwan | Transactions of vehicles, parts, and accessories, as well as maintenance and repair service. | $ 393,338 | $ 393,338 | 16,000,000 | 100% | $ 496,587 | $ 90,098 | $ 90,098 |
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