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SYM — Audit Report / Information 2026
Jun 2, 2026
51980_rns_2026-06-02_a2da02d9-9505-4c2d-8b2f-b4f2d8cc397c.pdf
Audit Report / Information
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Stock Code:2206
SANYANG MOTOR CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
Address: No. 3, Chung Hua Road, Hukou, Hsinchu, Taiwan (R.O.C.)
Telephone: 886-3-598-1911
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
2
Table of contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 |
| 3. Independent Auditors’ Report | 3 |
| 4. Balance Sheets | 4 |
| 5. Statements of Comprehensive Income | 5 |
| 6. Statements of Changes in Equity | 6 |
| 7. Statements of Cash Flows | 7 |
| 8. Notes to the Financial Statements | |
| (1) Company history | 8 |
| (2) Approval date and procedures of the financial statements | 8 |
| (3) New standards, amendments and interpretations adopted | 8~10 |
| (4) Summary of significant accounting policies | 10~27 |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty | 27~28 |
| (6) Explanation of significant accounts | 28~56 |
| (7) Related-party transactions | 57~64 |
| (8) Pledged assets | 64 |
| (9) Commitments and contingencies | 64~65 |
| (10) Losses Due to Major Disasters | 65 |
| (11) Subsequent Events | 65 |
| (12) Other | 66~67 |
| (13) Other disclosures | |
| (a) Information on significant transactions | 67~71 |
| (b) Information on investees | 72~73 |
| (c) Information on investment in Mainland China | 74~75 |
| (14) Segment information | 75 |
| 9. List of major account titles | 76~86 |
3
Independent Auditors' Report
To the Board of Directors of Sanyang Motor Co., Ltd.:
Opinion
We have audited the financial statements of Sanyang Motor Co., Ltd. ("the Company"), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matters section), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- Revenue recognition
Refer to Note 4(17) "Revenue recognition" for the accounting principles on the recognition of revenue and Note 6(17) "Revenue from contracts with customers" for details of revenues.
Description of key audit matter:
The Company's main business activities are manufacturing and sale of automobiles, scooters and their parts. The revenues of the Company are recognized upon the transferring of control, which is varied by the individual delivery terms of the sales agreement. Risks of revenues not being recorded in the proper period exist when revenues of the Company were recognized earlier than the transfer of control. Therefore, the test of revenue recognition is one of the key audit matters in the audit of financial reports.
Corresponding audit procedures:
(a) Understand the Company's selling system, e.g., products, channels, sales customers.
(b) Examine significant sales orders.
(c) Test internal controls of the Company over shipment and revenues recognition procedures.
Relevant documents of internal controls aforementioned throughout the year of 2025 were examined selectively and cut-off tests of sales were conducted to verify the validity of revenue recognition.
3-1
- Valuation of accounts receivable
Refer to Note 4(6) “Financial instruments” for the accounting policies on the valuation of accounts receivable, Note 5(1) for uncertainty deriving from the major sources of estimation and accounting assumptions of the valuation of accounts receivable, and Note 6(3) for details of accounts receivable.
Description of key audit matter:
The balance of accounts receivable of the Company is relatively significant, and the recoverability of accounts receivable involves subjective judgements by the Management. Therefore, the valuation of accounts receivable is one of the key audit matters in the audit of financial reports.
Corresponding audit procedures:
(a) Obtain the Management’s overdue aging analysis of accounts receivable, and then understand current market conditions, credit reliabilities and historical collection records of the customers to assess the reasonableness of estimates made by the Management.
(b) Analyze and test the accuracy of accounts receivable aging report.
(c) Perform the subsequent period collection of accounts receivable test.
Other Matters
We did not audit the financial statement of Taiwan Tea Corporation for the year 2024, which accounted for using the equity method by the subsidiary. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, is so far as it relates to the amounts included for Taiwan Tea Corporation, is based solely on the report of other auditors. The amount of Taiwan Tea Corporation which accounted for using the equity method were 8.30% of the total assets as of December 31, 2024, and for the years ended December 31, 2024, the share of profit (loss) of subsidiaries, associates and joint venture accounted for using the equity method were (0.90)% of the profit before income tax.
Responsibilities of Management and Those Charged with Governance for the Parent Company only Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
3-2
Auditors' Responsibilities for the Audit of the Parent Company only Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
3-3
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chung Che Chen and Kuo Yang Tseng.
KPMG
Taipei, Taiwan (Republic of China)
March 13, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
4
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Assets | ||||
| Current assets: | ||||
| 1100 Cash and cash equivalents (Note 6(1)) | $ 2,473,169 | 5 | 2,390,289 | 5 |
| 1170 Notes and accounts receivable, net (Notes 6(3) and (17)) | 1,024,393 | 2 | 1,429,086 | 3 |
| 1180 Accounts receivable from related parties, net (Notes 6(3),(17) and 7) | 1,286,133 | 2 | 859,721 | 2 |
| 1310 Inventories (for manufacturing business) (Notes 6(4)) | 4,301,288 | 8 | 3,217,721 | 6 |
| 1476 Other current financial assets (Note 8) | 29,745 | - | 45,956 | - |
| 1479 Other current assets, others (Notes 6(3) and 7) | 86,457 | - | 310,416 | 1 |
| 9,201,185 | 17 | 8,253,189 | 17 | |
| Non-current assets: | ||||
| 1517 Non-current financial assets at fair value through other comprehensive income (Note 6(2)) | 793,627 | 2 | 514,721 | 1 |
| 1550 Investments accounted for using equity method (Notes 6(5), (6) and 7) | 33,196,058 | 63 | 31,079,758 | 63 |
| 1600 Property, plant and equipment (Notes 6(7), 7 and 8) | 5,314,313 | 10 | 5,311,760 | 11 |
| 1755 Right-of-use assets (Note 7) | 37,816 | - | 47,443 | - |
| 1760 Investment property (Notes 6(8), 7 and 8) | 3,757,884 | 7 | 3,594,672 | 7 |
| 1840 Deferred income tax assets (Note 6(14)) | 500,974 | 1 | 510,696 | 1 |
| 1975 Net defined benefit asset, non-current (Notes 6(13)) | 37,909 | - | - | - |
| 1980 Other non-current financial assets (Note 6(1), 7 and 8) | 115,020 | - | 68,050 | - |
| 1995 Other non-current assets, others | 44,362 | - | 24,047 | - |
| 43,797,963 | 83 | 41,151,147 | 83 | |
| Total assets | $ 52,999,148 | 100 | 49,404,336 | 100 |
See accompanying notes to parent company only financial statements.
4-1
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Balance Sheets (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current liabilities: | |||||
| 2100 | Short-term borrowings (Note 6(9)) | $ 5,564,922 | 11 | 4,999,354 | 10 |
| 2130 | Current contract liabilities (Note 6(17)) | 113,354 | - | 79,069 | - |
| 2170 | Accounts payable (Note 6(10)) | 2,567,424 | 5 | 2,476,097 | 5 |
| 2180 | Accounts payable to related parties (Notes 6(10) and 7) | 629,539 | 1 | 664,959 | 1 |
| 2200 | Other payables | 2,102,348 | 4 | 2,169,544 | 4 |
| 2220 | Other payables to related parties (Note 7) | 65,909 | - | 136,532 | - |
| 2230 | Current tax liabilities | 305,263 | 1 | 422,692 | 1 |
| 2251 | Current provisions for employee benefits (Note 6(13)) | 49,392 | - | 37,806 | - |
| 2252 | Short-term provisions for warranties (Note 6(12)) | 554,255 | 1 | 519,047 | 1 |
| 2280 | Current lease liabilities (Note 7) | 20,230 | - | 26,696 | - |
| 2322 | Long-term borrowings, current portion (Note 6(11)) | 405,000 | 1 | 760,000 | 2 |
| 2399 | Other current liabilities, others | 239,379 | - | 247,712 | 1 |
| 12,617,015 | 24 | 12,539,508 | 25 | ||
| Non-current liabilities: | |||||
| 2540 | Long-term borrowings (Note 6(11)) | 12,162,000 | 23 | 9,617,000 | 19 |
| 2570 | Deferred income tax liabilities (Note 6(14)) | 1,415,997 | 2 | 1,401,672 | 3 |
| 2580 | Non-current lease liabilities (Note 7) | 17,068 | - | 21,693 | - |
| 2640 | Net defined benefit liability, non-current (Note 6(13)) | - | - | 267,790 | 1 |
| 2645 | Guarantee deposits received (Note 7) | 366,380 | 1 | 368,639 | 1 |
| 2670 | Other non-current liabilities, others (Note 9) | 102,829 | - | 48,630 | - |
| 14,064,274 | 26 | 11,725,424 | 24 | ||
| Total liabilities | 26,681,289 | 50 | 24,264,932 | 49 | |
| Equity (Note 6(6) and (15)): | |||||
| 3100 | Share capital | 7,836,756 | 15 | 7,974,896 | 16 |
| 3200 | Capital surplus | 1,717,409 | 3 | 1,735,853 | 4 |
| 3300 | Retained earnings | 17,902,162 | 34 | 16,547,004 | 33 |
| 3400 | Other equity | (1,005,652) | (2) | (985,533) | (2) |
| 3500 | Treasury shares | (132,816) | - | (132,816) | - |
| Total equity | 26,317,859 | 50 | 25,139,404 | 51 | |
| Total liabilities and equity | $ 52,999,148 | 100 | 49,404,336 | 100 |
See accompanying notes to parent company only financial statements.
5
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 6(17) and 7) | $ 46,431,574 | 100 | 49,796,931 | 100 |
| 5000 | Operating costs (Note 6(4) and 7) | 40,497,003 | 87 | 43,569,239 | 87 |
| 5,934,571 | 13 | 6,227,692 | 13 | ||
| 5910 | Unrealized profit from sales | (18,163) | - | (8,100) | - |
| Gross profit from operations | 5,916,408 | 13 | 6,219,592 | 13 | |
| Operating expenses (Notes 6(13), (18) and 7): | |||||
| 6100 | Selling expenses | 919,962 | 2 | 881,629 | 2 |
| 6200 | Administrative expenses | 983,192 | 2 | 998,845 | 2 |
| 6300 | Research and development expenses | 1,048,867 | 2 | 1,015,112 | 2 |
| 6450 | Expected credit loss (gain) (Note 6(3)) | (725) | - | (1,422) | - |
| 2,951,296 | 6 | 2,894,164 | 6 | ||
| Net operating income | 2,965,112 | 7 | 3,325,428 | 7 | |
| Non-operating income and expenses: | |||||
| 7010 | Other income (Notes 6(19) and 7) | 139,287 | - | 136,498 | - |
| 7020 | Other gains and losses (Note 6(19) and 7) | 212,622 | - | 150,283 | - |
| 7050 | Finance costs (Note 6(19) and 7) | (299,745) | (1) | (233,546) | - |
| 7070 | Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method (note 6(5)) | 2,829,352 | 6 | 2,166,176 | 4 |
| 7670 | Impairment loss (Notes 6(5) and (19)) | (667,438) | (1) | - | - |
| 2,214,078 | 4 | 2,219,411 | 4 | ||
| 7900 | Profit before income tax | 5,179,190 | 11 | 5,544,839 | 11 |
| 7950 | Less: Income tax expenses (Note 6(14)) | 645,901 | 1 | 774,442 | 1 |
| 8200 | Profit for the period | 4,533,289 | 10 | 4,770,397 | 10 |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans | 10,617 | - | 41,914 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (20,349) | - | (86,603) | - |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 15,968 | - | (26,274) | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (2,123) | - | (8,383) | - |
| Components of other comprehensive income that will not be reclassified to profit or loss | 4,113 | - | (79,346) | - | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8380 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | (26,382) | - | 495,409 | 1 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income that will be reclassified to profit or loss | (26,382) | - | 495,409 | 1 | |
| 8300 | Other comprehensive income | $ 4,511,020 | 10 | 5,186,460 | 11 |
| 8500 | Comprehensive income | ||||
| Earnings per share (Note 6(16)) | |||||
| 9750 | Basic earnings per share (NT dollars) | $ | 5.78 | 6.02 | |
| 9850 | Diluted earnings per share (NT dollars) | $ | 5.77 | 6.01 |
See accompanying notes to parent company only financial statements.
6
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
Balance at January 1, 2024
Profit for the year
Other comprehensive income for the year
Comprehensive income for the year
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends on ordinary shares
Changes in equity of associates and joint ventures accounted for using equity method
Adjustments of capital surplus for company's cash dividends received by subsidiaries
Changes in ownership interests in subsidiaries
Disposal of investments in equity instruments measured at fair value through other comprehensive income
Balance at December 31, 2024
Profit for the year
Other comprehensive income for the year
Comprehensive income for the year
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal of special reserve
Cash dividends on ordinary shares
Purchase of treasury shares
Retirement of treasury share
Adjustments of capital surplus for company's cash dividends received by subsidiaries
Changes in ownership interests in subsidiaries
Disposal of investments in equity instruments measured at fair value through other comprehensive income
Balance at December 31, 2025
| Ordinary shares | Capital surplus | Retained earnings | Other equity | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total other equity | Treasury shares | |||
| $ 7,974,896 | 1,713,762 | 3,132,067 | 1,329,829 | 9,735,782 | 14,197,678 | (1,521,506) | 163,197 | (1,358,309) | (132,816) | 22,395,211 |
| - | - | - | - | 4,770,397 | 4,770,397 | - | - | - | - | 4,770,397 |
| - | - | - | - | 40,109 | 40,109 | 495,409 | (119,455) | 375,954 | - | 416,063 |
| - | - | - | - | 4,810,506 | 4,810,506 | 495,409 | (119,455) | 375,954 | - | 5,186,460 |
| - | - | 602,955 | - | (602,955) | - | - | - | - | - | - |
| - | - | - | 28,480 | (28,480) | - | - | - | - | - | - |
| - | - | - | - | (2,392,469) | (2,392,469) | - | - | - | - | (2,392,469) |
| - | 5,477 | - | - | - | - | - | - | - | - | 5,477 |
| - | 15,997 | - | - | - | - | - | - | - | - | 15,997 |
| - | 617 | - | - | (71,889) | (71,889) | - | - | - | - | (71,272) |
| - | - | - | - | 3,178 | 3,178 | - | (3,178) | (3,178) | - | - |
| 7,974,896 | 1,735,853 | 3,735,022 | 1,358,309 | 11,453,673 | 16,547,004 | (1,026,097) | 40,564 | (985,533) | (132,816) | 25,139,404 |
| - | - | - | - | 4,533,289 | 4,533,289 | - | - | - | - | 4,533,289 |
| - | - | - | - | 11,031 | 11,031 | (26,382) | (6,918) | (33,300) | - | (22,269) |
| - | - | - | - | 4,544,320 | 4,544,320 | (26,382) | (6,918) | (33,300) | - | 4,511,020 |
| - | - | 474,179 | - | (474,179) | - | - | - | - | - | - |
| - | - | - | (34,971) | 34,971 | - | - | - | - | - | - |
| - | - | - | - | (2,392,469) | (2,392,469) | - | - | - | - | (2,392,469) |
| - | - | - | - | - | - | - | - | - | (904,862) | (904,862) |
| (138,140) | (33,972) | - | - | (732,750) | (732,750) | - | - | - | 904,862 | - |
| - | 16,145 | - | - | - | - | - | - | - | - | 16,145 |
| - | (617) | - | - | (50,762) | (50,762) | - | - | - | - | (51,379) |
| - | - | - | - | (13,181) | (13,181) | - | 13,181 | 13,181 | - | - |
| $ 7,836,756 | 1,717,409 | 4,209,201 | 1,323,338 | 12,369,623 | 17,902,162 | (1,052,479) | 46,827 | (1,005,652) | (132,816) | 26,317,859 |
See accompanying notes to parent company only financial statements.
7
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from (used in) operating activities: | ||
| Profit before income tax | $ 5,179,190 | 5,544,839 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 614,182 | 500,261 |
| Amortization expense | 17,045 | 12,878 |
| Expected credit loss (gain) | (725) | (1,422) |
| Interest expense | 299,745 | 233,546 |
| Interest revenue | (28,007) | (28,031) |
| Dividend revenue | (43,046) | (42,873) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (2,829,352) | (2,166,176) |
| Gain on disposal of property, plant and equipment | (10,786) | (4,912) |
| Reversal of impairment loss on property, plant and equipment | - | (1,768) |
| Impairment loss on non-financial assets | 667,438 | - |
| Unrealized profit from sales | 18,163 | 8,100 |
| Others | - | (31,794) |
| Total adjustments to reconcile profit (loss) | (1,295,343) | (1,522,191) |
| Changes in operating assets and liabilities: | ||
| Notes and accounts receivable, net | 346,018 | (320,283) |
| Accounts receivable from related parties | (426,412) | (483,328) |
| Inventories | (1,109,966) | 1,783,283 |
| Other current assets | 51,394 | 7,774 |
| Net defined benefit asset | (27,292) | - |
| Contract liabilities | 34,285 | 45,630 |
| Accounts payable | 91,327 | (343,143) |
| Accounts payable to related parties | (35,420) | (17,619) |
| Provisions for employee benefits | 11,586 | (31,847) |
| Other payables (including related parties) | 28,154 | (296,884) |
| Short-term provisions for warranties | 35,208 | 79,646 |
| Other current liabilities | (8,334) | (47,611) |
| Net defined benefit liabilities | (267,790) | (209,746) |
| Total adjustments | (2,572,585) | (1,356,319) |
| Cash inflow generated from operations | 2,606,605 | 4,188,520 |
| Interest received | 88,440 | 58,425 |
| Interest paid | (299,603) | (233,275) |
| Income taxes paid | (741,074) | (986,276) |
| Net cash flows from operating activities | 1,654,368 | 3,027,394 |
See accompanying notes to parent company only financial statements.
7-1
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Statements of Cash Flows (Continued)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | $ (299,255) | (89,744) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 8,328 |
| Acquisition of investments accounted for using equity method | (500,000) | (606,000) |
| Acquisition of property, plant and equipment | (537,143) | (790,701) |
| Proceeds from disposal of property, plant and equipment | 17,990 | 9,395 |
| Increase in receipts in advance due to disposal of assets | 58,071 | 1,039 |
| Acquisition of investment properties | (188,232) | (737,149) |
| Decrease (increase) in other current financial assets | 16,211 | (14,498) |
| (Increase) decrease in other non-current financial assets | (46,970) | 11,488 |
| Increase in other non-current assets | (37,360) | (8,075) |
| (Decrease) increase in other non-current liabilities | (3,873) | 27,857 |
| Dividends received | 524,849 | 445,282 |
| Net cash flows used in investing activities | (995,712) | (1,742,778) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 29,023,135 | 31,279,932 |
| Decrease in short-term borrowings | (28,457,567) | (30,680,578) |
| Proceeds from long-term borrowings | 17,897,000 | 14,462,000 |
| Repayments of long-term borrowings | (15,707,000) | (13,535,000) |
| (Decrease) increase in guarantee deposits received | (2,259) | 6,256 |
| Payments of lease liabilities | (31,754) | (26,295) |
| Cash dividends paid | (2,392,469) | (2,392,469) |
| Payments to acquire treasury shares | (904,862) | - |
| Net cash flows used in financing activities | (575,776) | (886,154) |
| Net increase in cash and cash equivalents | 82,880 | 398,462 |
| Cash and cash equivalents at beginning of period | 2,390,289 | 1,991,827 |
| Cash and cash equivalents at end of period | $ 2,473,169 | 2,390,289 |
See accompanying notes to parent company only financial statements.
8
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
- Company history
SANYANG MOTOR CO., LTD. (the “Company”) was incorporated in September of 1961, and relocated to Hsinchu Industrial Park to accomplish the integration of its factories and offices together, the registered office is located at No. 3, Chung Hua Road, Hukou, Hsinchu, Taiwan (R.O.C.).
The Company entered China and Vietnam’s scooter market in 2000.
The major business activities of the Company are manufacturing and sale of automobiles, scooters and their parts and providing related technical and consulting services.
- Approval date and procedures of the financial statements
The financial statements were authorized for issuance by the Board of Directors on March 13, 2026.
- New standards, amendments and interpretations adopted
(1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its Parent Company only financial statements, from January 1, 2025:
- Amendments to IAS21 “Lack of Exchangeability”
(2) The impact of IFRS issued by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2025, would not have a significant impact on its Parent Company only financial statements:
- IFRS 17 "Insurance Contracts" and amendments to IFRS 17 "Insurance Contracts"
- Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”
- Annual Improvements to IFRS Accounting Standards
- Amendments to IFRS 9 and IFRS 7 "Contracts Referencing Nature-dependent Electricity"
(Continued)
9
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(3) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to its Parent Company only, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC.
| Standards or Interpretations | Content of amendment | Effective date per IASB |
|---|---|---|
| IFRS 18 "Presentation and Disclosure in Financial Statements" | The new standard introduces three categories of income and expenses, two income statement subtotals and one single note on management performance measures. The three amendments, combined with enhanced guidance on how to disaggregate information, set the stage for better and more consistent information for users, and will affect all the entities. | January 1, 2027 |
| note : On September 25, 2025, the FSC issued a press release announcing that Taiwan will adopt IFRS 18 beginning in 2028. Entities that need to adopt the new standard earlier may do with the endorsement of the FSC. | ||
| A more structured income statement: | ||
| under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined 'operating profit' subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company's main business activities. | ||
| Management performance measures (MPMs) : | ||
| the new standard introduces a definition for management performance measures, and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS Accounting Standards . | ||
| Greater disaggregation of information : | ||
| the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. |
(Continued)
10
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The Company is evaluating the impact on its Parent Company only financial statements upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Company completes its evaluation.
The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its Parent Company only financial statements:
- Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture"
- IFRS 19 "Subsidiaries without Public Accountability: Disclosures" and amendments to IFRS 19
- Amendments to IAS 21 "Translation to a Hyperinflationary Presentation Currency"
4. Summary of significant accounting policies
The significant accounting policies presented in the Parent Company only financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the Parent Company only financial statements.
(1) Statement of compliance
These Parent Company only financial statements have been prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as "the Regulations").
(2) Basis of preparation
(i) Basis of measurement
The Parent Company only financial statements have been prepared on the historical cost basis except for the following significant accounts:
1) Financial instruments at fair value through profit or loss are measured at fair value;
2) Financial instruments at fair value through other comprehensive income are measured at fair value; and
3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of defined benefit obligation.
(ii) Functional and presentation currency
The functional currency of the Company is determined based on the primary economic environment in which the Company operates. The Parent Company only financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in New Taiwan Dollar (NTD) has been rounded to the nearest thousand.
(Continued)
11
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(3) Foreign currencies
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period (hereinafter referred to as the reporting date), the monetary items denominated in foreign currencies are translated into the functional currencies using exchange rate at that date.
Non-monetary items denominated in foreign currencies that are measured at fair value are translated into functional currencies at the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the translation.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive:
- An investment in equity securities designated as at fair value through other comprehensive income;
- A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
- Qualifying cash flow hedges to the extent the hedge is effective.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into New Taiwan Dollar at exchange rates at the reporting date. The income and expenses of foreign operations are translated into the New Taiwan Dollar at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes of only part of its subsidiaries that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such monetary items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income.
(4) Classification of current and non-current assets and liabilities
The Company classifies the asset as current under one of the following criteria, and all other assets are classified as non-current.
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
(ii) It is held primarily for the purpose of trading;
(iii) It is expected to be realized within twelve months after the reporting period; or
(Continued)
12
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Company classifies the liability as current under one of the following criteria, and all other liabilities are classified as non-current.
(i) It is expected to be settled in the normal operating cycle;
(ii) It is held primarily for the purpose of trading;
(iii) It is due to be settled within twelve months after the reporting period; or
(iv) The Company does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
(5) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
(6) Financial instruments
Account receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an account receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An account receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (FVOCI) –equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(Continued)
13
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
2) Fair value through other comprehensive income (FVOCI)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.
3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI (e.g. financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL) described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
4) Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
(Continued)
14
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Company’s management;
- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.
5) Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:
- contingent events that would change the amount or timing of cash flows;
- terms that may adjust the contractual coupon rate, including variable rate features;
- prepayment and extension features; and
- terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features)
6) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets).
Bank deposits for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
Loss allowances for accounts receivables are always measured at an amount equal to lifetime ECL.
(Continued)
15
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.
The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade’ which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Company considers a financial asset to be in default when the financial asset is more than 90 days past due or the debtor is unlikely to pay its credit obligations to the Company in full.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
- significant financial difficulty of the borrower or issuer;
- a breach of contract such as a default or being more than 90 days past due;
- the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
- it is probable that the borrower will enter bankruptcy or other financial reorganization; or
- the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
(Continued)
16
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
7) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
(ii) Financial liabilities and equity instruments
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
(Continued)
17
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
5) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
6) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(7) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(8) Non-current assets held for sale
Non-current assets or disposal groups comprising assets and liabilities that are highly probable to be recovered primarily through sale rather than through continuing use, are reclassified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Company’s accounting policies. Thereafter, generally, the assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of the cumulative impairment loss that has been recognized.
Once classified as held for sale, property, plant and equipment are no longer depreciated.
(9) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or join control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill which is arising from the acquisition less any accumulated impairment losses.
(Continued)
18
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The Parent Company only financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.
Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.
When the Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
The Company discontinues the use of the equity method and measures the retained interest at fair value from the date when its investment ceases to be an associate. The difference between the fair value of retained interest and proceeds from disposing, and the carrying amount of the investment at the date the equity method was discontinued is recognized in profit or loss. The Company accounts for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if the associates had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss (or retained earnings) on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to profit or loss (or retained earnings) when the equity method is discontinued. If the Company’s ownership interest in an associate is reduced while it continues to apply the equity method, the Company reclassifies the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest to profit or loss.
If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Company continues to apply the equity method without remeasuring the retained interest.
When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Company’s proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Company’s ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
(10) Investment in Subsidiaries
The Company accounts for its investments using the equity method when it has control over them. Under the equity method, the profit or loss and other comprehensive income stated in the statement of comprehensive income will be identical to the profit or loss and other comprehensive income attributable to the owners of parent company stated in the consolidated statement of comprehensive income, and the equity as shown in the balance sheet will be the same as the equity attributable to owners of parent company as shown in the consolidated balance sheet.
(Continued)
19
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The Company regards the changes in ownership in the subsidiaries as equity transactions with other shareholders under the circumstances the controllability still exists.
(11) Investment property
Investment property is the property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized in non-operating income on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
(12) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
(iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives for the current and comparative periods of property, plant and equipment are as follows:
(1) Buildings 3~55 years
(2) Machinery equipment 2~15 years
(3) Utilities and vehicles 3~15 years
(4) Office equipment and others 3~10 years
Depreciation methods, useful lives, and residual values are reviewed at least at each reporting date and adjusted if appropriate.
(Continued)
20
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iv) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the use of the property changes from owner occupied to investment property.
(13) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(i) As a leasee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
1) fixed payments, including in-substance fixed payments;
2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
3) amounts expected to be payable under a residual value guarantee; and
4) payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
1) there is a change in future lease payments arising from the change in an index or rate; or
2) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or
3) there is a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
4) there is a change of its assessment of lease period on whether it will exercise an extension or termination option; or
5) there is any lease modifications
(Continued)
21
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset and recognize in profit or loss.
The Company presents right-of-use assets and lease liabilities as a separate line item respectively in the balance sheet.
If an arrangement contains lease and non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(ii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
The Company recognizes lease payments received as rental income under operating leases on a straight-line basis over the lease term.
(14) Intangible assets
(i) Recognition and measurement
The goodwill arising from the acquisition of a subsidiary is measured at cost less accumulated impairment losses.
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(Continued)
22
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
1) Computer software 1~3 years
2) Royalty 1~5 years
3) Others 3~5 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(15) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For the assets expect for goodwill, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(Continued)
23
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(16) Provisions
(i) Warranties
A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
A provision for warranties is recognized when the underlying products or services are sold, based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.
(ii) Carbon fee
Carbon fee levied under the Climate Change Response Act and the subordinate legislation thereof of the Republic of China, is recognized when annual greenhouse gas emissions are likely to exceed the applicable threshold. The provision for this liability is measured based on the volume of greenhouse gas emissions exceeding the levy threshold during the reporting period, using the expected applicable rate.
(17) Revenue recognition
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.
1) Sale of goods-automobiles, scooters and their parts
The Company manufactures and sells automobiles, scooters and their parts. The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the location according to the contract, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
The Company often offers volume discounts to its customers based on aggregate sales of its products. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. A refund liability is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period.
No element of financing is deemed present as the credit term of the sales of goods is consistent with the market practice.
The Company’s obligation to provide a refund or maintenance for faulty products under the standard warranty terms is recognized as a provision.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
(Continued)
24
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
2) Service Revenue
Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion, which is of the costs incurred to date as a proportion of the total estimated costs of the transaction, at the reporting date. If the Company cannot reasonably measure its progress towards complete satisfaction of the performance obligation of the transaction, the Company shall recognize revenue only to the extent of the costs expected to be recovered.
3) Technical support and consulting services
Including consulting services, assisting foreign operators to develop new types of scooter, and technical remuneration determined based on the sales volume of foreign operators. The revenue from technical remuneration is recognized when the sales actually occur.
4) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(18) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are recognized as expenses in the periods during which services are rendered by the employees. The prepaid provision will be recognized as an asset to the extent of potential cash refunds or reductions in future payments.
(ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(Continued)
25
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(19) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
The Company determines that interest or penalties related to income tax (including uncertain tax treatments) do not meet the definition of income taxes, and IAS 37 is adopted.
The Company has determined that the global minimum top-up tax—which it is required to pay under Pillar Two legislation—is an income tax in the scope of IAS 12. The Company has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction (a) affects neither accounting nor taxable profits (losses) and (b) does not give rise to equal taxable and deductible temporary difference.
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
(Continued)
26
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
Deferred tax assets and liabilities are offset if the following criteria are met:
(i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
1) the same taxable entity; or
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(20) Business combination
The Company accounts for business combinations using the acquisition method. The goodwill arising from an acquisition is measured as the excess of (i) the consideration transferred (which is generally measured at fair value) and (ii) the amount of non-controlling interest in the acquiree, both over the identifiable net assets acquired at the acquisition date. If the amount calculated above is a deficit balance, the Company recognized that amount as a gain on a bargain purchase in profit or loss immediately after reassessing whether it has correctly identified all of the assets acquired and all of the liabilities assumed.
All acquisition-related transaction costs are expensed as incurred, except for the issuance of debt or equity instruments.
For each business combination, the Company measures any non-controlling interests in the acquiree either at fair value or at the noncontrolling interest’s proportionate share of the acquiree’s identifiable net assets, if the noncontrolling interests are present ownership interests and entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation. Other components of noncontrolling interests are measured at their acquisition-date fair values, unless another measurement basis is required by the IFRSs endorsed by the FSC.
In a business combination achieved in stages, the Company remeasures its previously held equity interest in the acquiree at its acquisition-date fair value, and recognizes the resulting gain or loss, if any, in profit or loss. In prior reporting periods, the Company may have recognized changes in the value of its equity interest in the acquiree in other comprehensive income. If so, the amount that was recognized in other comprehensive income will be recognized on the same basis as would be required if the Company had disposed directly of the previously held equity interest. If the disposal of the equity interest required a reclassification to profit or loss, such an amount will be reclassified to profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, provisional amounts for the items for which the accounting is incomplete are reported in the Company’s financial statements. During the measurement period, the provisional amounts recognized at the acquisition date are retrospectively adjusted, or additional assets or liabilities are recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period will not exceed one year from the acquisition date.
(Continued)
27
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The Company recognizes the acquisition-date fair value of the contingent consideration as part of the consideration transferred. The cost of the acquisition and measuring goodwill will retrospectively be adjusted when some changes in the fair value of contingent consideration that the Company recognizes have been made after the acquisition date. Measurement period adjustments is the result of additional information that the Company obtained after that date about facts and circumstances that existed at the acquisition date. The measurement period will not exceed one year from the acquisition date. The Company accounts for the changes in the fair value of contingent consideration that are not measurement period adjustments based on the classification of contingent consideration. Contingent consideration classified as equity shall not be remeasured and its subsequent settlement will be accounted for within equity. Others will be measured at fair value at each reporting date and changes in fair value will be recognized in profit or loss or other comprehensive income.
(21) Earnings per share
The Company discloses the Company basic and diluted earnings per share attributable to ordinary equity holders of the Company. The calculation of basic earnings per share is based on the profit attributable to the ordinary shareholder of the Company divided by weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.
(22) Operating segments
Please refer to the consolidated financial report of the Company for the years ended December 31, 2025 and 2024 for information on operating segments information.
5. Significant accounting assumptions and judgments, and major sources of estimation uncertainty
In preparing the Company financial statements, management has made judgments and estimates about the future, including climate-related risks and opportunities, that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Company's risk management and climate-related commitments where appropriate. Revisions to estimates are recognized prospectively in the period of the change and future periods.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:
(a) The loss allowance of accounts receivable
The Company has estimated the loss allowance of accounts receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. For the information on the relevant assumptions and inputs, please refer to Note 6(3).
(Continued)
28
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(b) Valuation of inventories
As inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to Note 6(4) for further description of the valuation of inventories.
Assessment
The Company’s accounting policies and disclosures included financial and non-financial assets and liabilities measured at fair value. The Company periodically adjusts valuation models, conducts back-testing, renews input data for valuation models. If the sources of input data for valuation models are provided by the outer third-party (e.g. agencies or pricing intuitions), the Company evaluates relevant supportive evidence to confirm that such results of valuation and classification of the fair value hierarchy are in compliance with the IFRSs.
The Company strives to use market observable inputs when measuring assets and liabilities. For different levels of the fair value hierarchy to be used in determining the fair value of financial instruments, please refer to Note 6(20).
The assumptions used in measuring fair value please refer to the following notes:
(i) Note 6(8) Investment property
(ii) Note 6(20) Financial instruments
6. Explanation of significant accounts:
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Petty cash | $ 245 | 245 |
| Bank deposits | 2,472,924 | 1,341,487 |
| Time deposits | - | 400,000 |
| Cash equivalents | - | 648,557 |
| Cash and cash equivalents | $ 2,473,169 | 2,390,289 |
(i) The Company's deposits in segregated trust accounts, which are restricted for withdrawal, are classified as other non-current financial assets. As of December 31, 2025, and 2024, the balance of such deposits were $76,944 thousand and $17,271 thousand, respectively.
(ii) Please refer to note 6(20) for the interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Company.
(Continued)
29
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(2) Financial assets at fair value through other comprehensive income
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Equity investments at fair value through other comprehensive income: | ||
| Common shares of domestic listed companies | $ 595,429 | 305,971 |
| Common shares of domestic unlisted companies | 198,198 | 208,750 |
| Total | $ 793,627 | 514,721 |
(i) The Company designate the equity investments stated above as financial assets at fair value through other comprehensive income because the Company intends to hold these investments for long-term strategic purposes.
(ii) For the years ended December 31, 2025 and 2024, dividend revenues of $43,046 thousand and $42,873 thousand, respectively, related to equity investments at fair value through other comprehensive income, were recognized.
(iii) The information on sale of equity instruments at fair value through other comprehensive income in consideration of investing strategy was as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value of disposal | $ - | 8,328 |
| Gain or loss on disposal transferred to retained earnings | $ - | 1,191 |
(iv) Please refer to Note 6(20) for credit risk and market risk.
(v) As of December 31, 2025 and 2024, the Company did not provide any financial assets at fair value through other comprehensive income as collaterals.
(3) Notes and accounts receivable (including related parties) and other receivables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable from operating activities | $ 306,747 | 353,813 |
| Accounts receivable – measured at amortized cost | 717,646 | 1,075,998 |
| Accounts receivable from related parties – measured at amortized cost | 1,286,133 | 859,721 |
| Subtotal | 2,310,526 | 2,289,532 |
| Other receivables – current (Recognized as Other current assets) | 13,681 | 195,822 |
| Total | 2,324,207 | 2,485,354 |
| Less: Loss allowance | - | (725) |
| Net Value | $ 2,324,207 | 2,484,629 |
| Current | $ 2,324,207 | 2,484,629 |
| Non-current | - | - |
| Total | $ 2,324,207 | 2,484,629 |
(Continued)
30
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(i) The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information, including macroeconomic and relevant industry information.
Expected credit losses for notes and accounts receivable were determined as follows:
| Credit rating | December 31, 2025 | |||
|---|---|---|---|---|
| Gross carrying amount | Weighted average expected credit loss rate | Loss allowance provision | Credit impaired | |
| Low risk | $ 2,310,526 | 0% | - | No |
December 31, 2024
| Credit rating | Gross carrying amount | Weighted average expected credit loss rate | Loss allowance provision | Credit impaired |
|---|---|---|---|---|
| Low risk | $ 2,288,807 | 0% | - | No |
| Medium risk | 725 | 100% | 725 | Yes |
| Total | $ 2,289,532 | 725 |
The aging analyses of notes and accounts receivable were determined as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | $ 2,164,394 | 2,205,349 |
| Overdue 1 to 90 days | 146,132 | 83,458 |
| Overdue 180 days | - | 725 |
| $ 2,310,526 | 2,289,532 |
For the credit risk of other receivables as of December 31, 2025 and 2024, please refer to note 6(20).
(Continued)
31
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The movements in the allowance for notes and accounts receivable were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 725 | 2,147 |
| Recovery of accounts receivable impaired | (725) | (1,422) |
| Balance at December 31 | $ - | 725 |
(ii) In 2023, the Company sold 12 pieces of land numbered 259, located at the Ronhua Section, Xinfeng Township, Hsinchu County and the building on it. As of December 31, 2025 and 2024 an outstanding amount of zero and $170,000 thousand, respectively, and were recognized as "other current assets, others".
(iii) As of December 31, 2025 and 2024, the Company did not provide any notes and accounts receivable as collaterals.
For further credit risk information, please refer to note 6(20).
(4) Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials and consumables | $ 1,610,634 | 1,140,549 |
| Work in process | 27,978 | 37,733 |
| Finished goods | 1,569,830 | 976,956 |
| Inventories in transit | 1,092,846 | 1,062,483 |
| $ 4,301,288 | 3,217,721 |
(i) For the years ended December 31, 2025 and 2024, the details of the cost of sales were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of goods sold | $ 40,530,670 | 43,634,147 |
| Revenue from sale of scraps | (47,372) | (75,029) |
| Gain on physical inventory | (104) | (51) |
| Loss on disposal of inventory | 10,383 | 9,343 |
| Loss on inventory market price decline and obsolescence | 3,426 | 829 |
| $ 40,497,003 | 43,569,239 |
(ii) As of December 31, 2025, and 2024, the Company did not provide any inventories as collaterals.
(Continued)
32
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(5) Investments accounted for using equity method
A summary of the Company's financial information on investments accounted for using equity method is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Subsidiaries | $ 33,196,058 | 31,079,758 |
(i) Subsidiaries
Please refer to the consolidated financial statements for the year ended December 31, 2025.
(ii) The detail of substantial control over each investee company and impairment evaluation for goodwill, please refer to the consolidated financial statements for the year 2025. Impairment losses on investment accounted for using equity method for the year ended 2025, please refer to note 6(19).
(iii) Collateral
As of December 31, 2025 and 2024, the Company did not provide any investment accounted for using the equity method as collaterals.
(6) Changes in equity interest of subsidiary
Acquisition of non-controlling interests
(i) In March 2025 and June 2024, the Company acquired shares of APh through a cash capital of $500,000 thousand and $600,000 thousand, respectively, which was not in proportion to its existing ownership interest percentage, resulting in an increase in its shareholding percentage to 74.18% and 71.20%, respectively. The effective date of capital increase were on April 1, 2025 and July 1, 2024, respectively.
The impact of the changes in equity interest in APh upon the equity attributable to the Company's shareholders were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Capital surplus | $ (617) | - |
| Retained earnings | (50,762) | (71,889) |
| Total | $ (51,379) | (71,889) |
(ii) On August 14, 2024, the Company's subsidiary, Nanyang, acquired shares of Nanyang Insurance Agency through a cash capital of $23,393 thousand, which was not in proportion to its existing ownership interest percentage. The resulting change in ownership interests in subsidiaries had the following impact on the equity attributable to owners of the parent.
| For the years ended December 31, 2024 | |
|---|---|
| Capital surplus | $ 134 |
(Continued)
33
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(7) Property, plant and equipment
The cost, depreciation and impairment of the property, plant and equipment of the Company for the years ended December 31, 2025 and 2024, were as follows:
| Land | Buildings | Machinery equipment | Utility and vehicles | Office equipment and others | Construction in progress | Accumulated impairment | Total | |
|---|---|---|---|---|---|---|---|---|
| Cost or deemed cost: | ||||||||
| Balance at January 1, 2025 | $ 2,998,045 | 2,702,082 | 9,084,151 | 670,169 | 598,548 | 131,373 | - | 16,184,368 |
| Additions | - | 17,189 | 260,739 | 30,439 | 23,404 | 205,372 | - | 537,143 |
| Disposals | - | - | (677,606) | (64,091) | (36,337) | - | - | (778,034) |
| Transfer from inventories | - | - | - | - | 26,399 | - | - | 26,399 |
| Transfer from (to) construction in progress | - | 5,086 | 215,699 | 6,817 | 11,044 | (238,646) | - | - |
| Balance at December 31, 2025 | $ 2,998,045 | 2,724,357 | 8,882,983 | 643,334 | 623,058 | 98,099 | - | 15,969,876 |
| Balance at January 1, 2024 | 2,998,045 | 2,621,439 | 8,964,547 | 823,788 | 606,379 | 284,024 | - | 16,298,222 |
| Additions | - | 33,931 | 306,864 | 19,705 | 14,262 | 415,939 | - | 790,701 |
| Disposals | - | (102) | (687,484) | (189,230) | (46,432) | - | - | (923,248) |
| Transfer from inventories | - | - | - | - | 24,339 | - | - | 24,339 |
| Transfer from (to) construction in progress | - | 46,814 | 500,224 | 15,906 | - | (562,944) | - | - |
| Reclassifications | - | - | - | - | - | (5,646) | - | (5,646) |
| Balance at December 31, 2024 | $ 2,998,045 | 2,702,082 | 9,084,151 | 670,169 | 598,548 | 131,373 | - | 16,184,368 |
| Accumulated depreciation and impairment loss: | ||||||||
| Balance at January 1, 2025 | - | 2,162,464 | 7,651,067 | 549,045 | 465,690 | - | 44,342 | 10,872,608 |
| Depreciation for the year | - | 58,030 | 432,187 | 19,916 | 43,652 | - | - | 553,785 |
| Disposals | - | - | (674,977) | (64,062) | (31,791) | - | - | (770,830) |
| Balance at December 31, 2025 | $ - | 2,220,494 | 7,408,277 | 504,899 | 477,551 | - | 44,342 | 10,655,563 |
| Balance at January 1, 2024 | $ - | 2,109,147 | 8,000,347 | 721,170 | 463,019 | - | 46,110 | 11,339,793 |
| Depreciation for the year | - | 53,414 | 337,979 | 16,997 | 44,958 | - | - | 453,348 |
| Reversal of impairment loss | - | - | - | - | - | - | (1,768) | (1,768) |
| Disposals | - | (97) | (687,259) | (189,122) | (42,287) | - | - | (918,765) |
| Balance at December 31, 2024 | $ - | 2,162,464 | 7,651,067 | 549,045 | 465,690 | - | 44,342 | 10,872,608 |
| Carrying amount: | ||||||||
| Balance at December 31, 2025 | $ 2,998,045 | 503,863 | 1,474,706 | 138,435 | 145,507 | 98,099 | (44,342) | 5,314,313 |
| Balance at January 1, 2024 | $ 2,998,045 | 512,292 | 964,200 | 102,618 | 143,360 | 284,024 | (46,110) | 4,958,429 |
| Balance at December 31, 2024 | $ 2,998,045 | 539,618 | 1,433,084 | 121,124 | 132,858 | 131,373 | (44,342) | 5,311,760 |
As of December 31, 2025 and 2024, the property, plant and equipment of the Company were pledged as collaterals; please refer to note 8.
(Continued)
34
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(8) Investment property
The movements of investment property of the Company were as follows:
| Owned property | ||||
|---|---|---|---|---|
| Land and improvements | Buildings | Construction in progress | Total | |
| Cost or deemed cost: | ||||
| Balance at January 1, 2025 | $ 2,449,073 | 864,285 | 471,030 | 3,784,388 |
| Additions | 24 | 45,265 | 148,028 | 193,317 |
| Transfer from (to) construction in progress | - | 65,716 | (65,716) | - |
| Balance at December 31, 2025 | $ 2,449,097 | 975,266 | 553,342 | 3,977,705 |
| Balance at January 1, 2024 | $ 1,933,660 | 591,297 | 15,317 | 2,540,274 |
| Additions | 515,413 | 272,988 | 455,713 | 1,244,114 |
| Balance at December 31, 2024 | $ 2,449,073 | 864,285 | 471,030 | 3,784,388 |
| Accumulated depreciation and impairment loss: | ||||
| Balance at January 1, 2025 | $ - | 189,716 | - | 189,716 |
| Depreciation for the year | - | 30,105 | - | 30,105 |
| Balance at December 31, 2025 | $ - | 219,821 | - | 219,821 |
| Balance at January 1, 2024 | $ - | 168,799 | - | 168,799 |
| Depreciation for the year | - | 20,917 | - | 20,917 |
| Balance at December 31, 2024 | $ - | 189,716 | - | 189,716 |
| Carrying amount: | ||||
| Balance at December 31, 2025 | $ 2,449,097 | 755,445 | 553,342 | 3,757,884 |
| Balance at January 1, 2024 | $ 1,933,660 | 422,498 | 15,317 | 2,371,475 |
| Balance at December 31, 2024 | $ 2,449,073 | 674,569 | 471,030 | 3,594,672 |
| Fair value: | ||||
| Balance at December 31, 2025 | $ 9,415,998 | |||
| Balance at December 31, 2024 | $ 9,072,261 |
(i) The fair value of investment properties (as measured or disclosed in the financial statements) was based on a valuation by a qualified independent appraiser or the Company, using comparative method (reference to the website of Department of Land Administration for the registered actual selling price or real-estate agency’s website for the average transaction price in similar district). The inputs of levels of fair value hierarchy in determining the fair value is classified to Level 3.
(ii) As of December 31, 2025 and 2024, the investment property of the Company were pledged as collaterals; please refer to note 8.
(9) Short-term borrowings
The short-term borrowings were summarized as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Letters of credit | $ 164,922 | 379,354 |
| Unsecured bank loans | 1,900,000 | 600,000 |
| Secured bank loans | 3,500,000 | 4,020,000 |
| Total | $ 5,564,922 | 4,999,354 |
| Unused short-term credit lines | $ 7,451,699 | 7,317,780 |
| Range of interest rates | 1.735%~1.80% | 1.74%~1.81% |
For the collaterals for short-term borrowings, please refer to Note 7 and 8.
(Continued)
35
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(10) Accounts payable (including related parties)
Accounts payable (including related parties) were summarized as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts payables to suppliers | $ 3,196,963 | 3,141,056 |
(11) Long-term borrowings
The long-term borrowings were summarized as follows:
| December 31, 2025 | ||||
|---|---|---|---|---|
| Currency | Range of interest rates | Expiry date | Amount | |
| Unsecured bank loans | NTD | 1.8055%~1.8930% | 2026~2027 | $ 1,000,000 |
| Secured bank loans | NTD | 1.7700%~1.8900% | 2026~2030 | 11,567,000 |
| Less: current portion | (405,000) | |||
| Total | $ 12,162,000 | |||
| Unused long-term credit lines | $ 100,000 | |||
| December 31, 2024 | ||||
| --- | --- | --- | --- | --- |
| Currency | Range of interest rates | Expiry date | Amount | |
| Unsecured bank loans | NTD | 1.8479%~1.8960% | 2025~2026 | 650,000 |
| Secured bank loans | NTD | 1.7200%~1.9550% | 2025~2029 | 9,727,000 |
| Less: current portion | (760,000) | |||
| Total | $ 9,617,000 | |||
| Unused long-term credit lines | $ 2,050,000 |
For the collaterals for long-term borrowings, please refer to Note 7 and 8.
(12) Provisions
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 519,047 | 439,401 |
| Provisions made during the year | 246,046 | 280,690 |
| Provisions used during the year | (190,217) | (182,046) |
| Provisions reversed during the year | (20,621) | (18,998) |
| Balance at December 31 | $ 554,255 | 519,047 |
| Current | $ 554,255 | 519,047 |
| Non-current | - | - |
| Total | $ 554,255 | 519,047 |
The provision for warranties relates mainly to sales of automobiles and scooters for the years ended December 31, 2025 and 2024. The provision is based on estimates made from historical warranty data.
(Continued)
36
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(13) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value for the Company were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Present value of defined benefit obligations | $ 508,598 | 678,138 |
| Fair value of plan assets | (546,507) | (410,348) |
| Net defined benefit (asset) liabilities | $ (37,909) | 267,790 |
The employee benefit liabilities for the Company were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Compensated absence liabilities | $ 49,392 | 37,806 |
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall not be less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Company’s Bank of Taiwan labor pension reserve account balance amounted to $546,507 thousand as of December 31, 2025. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
2) Movements in present value of the defined benefit obligations
The movements in the present value of the defined benefit obligations for the Company were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Defined benefit obligations at January 1 | $ 678,138 | 899,153 |
| Current service costs and interest cost | 12,767 | 14,558 |
| Remeasurements loss (gain): | ||
| — Actuarial loss (gain) — experience adjustments | 32,892 | 33,336 |
| — Actuarial loss (gain) — financial assumptions | (10,387) | (25,766) |
| Benefits paid | (204,812) | (243,748) |
| Other | - | 605 |
| Defined benefit obligations at December 31 | $ 508,598 | 678,138 |
(Continued)
37
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
3) Movements in the fair value of plan assets
The movements in the fair value of the defined benefit plan assets for the Company were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value of plan assets at January 1 | $ 410,348 | 379,703 |
| Interest income | 6,815 | 4,875 |
| Remeasurements loss (gain): | ||
| — Return on plan assets excluding interest income | 33,122 | 49,484 |
| Contributions paid by the employer | 301,034 | 216,050 |
| Benefits paid | (204,812) | (240,369) |
| Other | - | 605 |
| Fair value of plan assets at December 31 | $ 546,507 | 410,348 |
4) Expenses recognized in profit or loss
The pension expenses recognized in profit or loss for the Company were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current service costs | $ 1,461 | 2,737 |
| Net interest of net liabilities for defined benefit obligations | 4,491 | 6,946 |
| $ 5,952 | 9,683 | |
| Operating costs | $ 2,524 | 4,121 |
| Selling expenses | 839 | 1,479 |
| Administration expenses | 1,059 | 1,762 |
| Research and development expenses | 1,530 | 2,321 |
| $ 5,952 | 9,683 |
5) Remeasurement of net defined benefit liability (assets) recognized in other comprehensive income
Remeasurement of net defined benefit liability (assets) recognized in other comprehensive income for the Company were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cumulative amount, January 1 | $ 1,267,583 | 1,309,497 |
| Recognized during the year | (10,617) | (41,914) |
| Cumulative amount, December 31 | $ 1,256,966 | 1,267,583 |
(Continued)
38
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
6) Actuarial assumptions
The principle actuarial assumptions at the reporting date were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 1.625% | 1.750% |
| Future salary increase rate | 2.660% | 3.200% |
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $18,322 thousand.
The weighted-average lifetime of the defined benefit plans is 7.61 years.
7) Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| Influences of defined benefit obligations | ||
|---|---|---|
| Increased by 0.25% | Decreased by 0.25% | |
| December 31, 2025 | ||
| Discount rate | $ (6,429) | 6,597 |
| Future salary increase rate | 6,299 | (6,178) |
| December 31, 2024 | ||
| Discount rate | $ (9,300) | 9,541 |
| Future salary increase rate | 9,122 | (8,923) |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2025 and 2024.
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $81,332 thousand and $78,482 thousand for the years ended December 31, 2025 and 2024, respectively.
(Continued)
39
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(14) Income taxes
(i) The components of income taxes for the Company were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax expense | ||
| Current period | $ 541,102 | 641,399 |
| Others | 82,875 | 128,902 |
| 623,977 | 770,301 | |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | 21,924 | 4,141 |
| Income tax expense | 645,901 | 774,442 |
(ii) The amount of income tax recognized in other comprehensive income (loss) was as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Items that may not be reclassified subsequently to profit or loss: | ||
| Remeasurement from defined benefit plans | $ 2,123 | 8,383 |
(iii) Reconciliation of income tax and profit before tax was as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Profit before income tax | $ 5,179,190 | 5,544,839 |
| Income tax using the Company’s domestic tax rate | $ 1,035,838 | 1,108,968 |
| Share of profit accounted for using the equity method | (565,870) | (433,235) |
| Impairment losses on investment accounted for using equity method | 133,488 | - |
| Additional tax on undistributed earnings | 62,592 | 146,146 |
| Adjustments for prior years tax | 20,282 | (17,244) |
| Effect of tax on repatriated offshore funds | - | (1,882) |
| Others | (40,429) | (28,311) |
| Income tax expense | $ 645,901 | 774,442 |
(Continued)
40
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iv) Unrecognized deferred tax liabilities
The Company was able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2025 and 2024. Also, the Company considered it probable that the temporary differences will reverse in the foreseeable future. Hence, such temporary differences were not recognized as deferred tax liabilities. Details were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Aggregate amount of temporary differences associated with investments in subsidiaries | $ 5,968,312 | 4,891,429 |
| Unrecognized deferred tax liabilities | $ 1,193,662 | 978,286 |
(v) Recognized deferred tax assets and liabilities
The movements of deferred tax assets and liabilities for the years ended December 31, 2025 and 2024 were as follows:
| Defined benefit plans | Others | Total | |
|---|---|---|---|
| Deferred tax assets: | |||
| Balance at January 1, 2025 | $ 253,516 | 257,180 | 510,696 |
| Recognized in profit or loss | - | (7,599) | (7,599) |
| Recognized in other comprehensive income | (2,123) | - | (2,123) |
| Balance at December 31, 2025 | $ 251,393 | 249,581 | 500,974 |
| Balance at January 1, 2024 | $ 261,899 | 261,321 | 523,220 |
| Recognized in profit or loss | - | (4,141) | (4,141) |
| Recognized in other comprehensive income | (8,383) | - | (8,383) |
| Balance at December 31, 2024 | $ 253,516 | 257,180 | 510,696 |
| Income from foreign investments | Land value increment tax | Others | |
| --- | --- | --- | --- |
| Deferred tax liabilities: | $ | ||
| Balance at January 1, 2025 | 314,135 | 1,087,537 | - |
| Recognized in profit or loss | - | - | 14,325 |
| Balance at December 31, 2025 | $ 314,135 | 1,087,537 | 14,325 |
| Balance at January 1, 2024 | $ 314,135 | 1,087,537 | - |
| Recognized in profit or loss | - | - | - |
| Balance at December 31, 2024 | $ 314,135 | 1,087,537 | - |
(vi) The Company's income tax returns for the years through 2023 were assessed by the tax authorities.
(Continued)
41
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(15) Capital and other equity
(i) Ordinary shares
As of December 31, 2025 and 2024, the number of authorized ordinary shares were 950,000 thousand shares, with par value of $10 per share. The total value of the authorized ordinary shares was amounted to $9,500,000 thousand. As of that date, 783,676 thousands shares and 797,490 thousand shares were issued, respectively. All issued shares were paid up upon issuance.
Reconciliation of shares outstanding for 2025 and 2024 was as follows:
(in thousands of shares)
| Ordinary Shares | ||
|---|---|---|
| For the years ended December 31 | ||
| 2025 | 2024 | |
| Balance on January 1 | 797,490 | 797,490 |
| Retirement of treasury shares | (13,814) | - |
| Balance on December 31 | 783,676 | 797,490 |
(ii) Capital surplus
The balances of capital surplus of the Company were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Treasury share transactions | $ - | 15,997 |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | 176,538 | 176,538 |
| Changes in ownership interests in subsidiaries | - | 617 |
| Gain on disposal of assets | 1,370,744 | 1,370,744 |
| Changes in equity of associates and joint ventures accounted for using the equity method | 11,066 | 11,066 |
| Stock option from convertible bonds | 103,727 | 105,557 |
| Others | 55,334 | 55,334 |
| $ 1,717,409 | 1,735,853 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from the issuance of capital stock and the earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(Continued)
42
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iii) Retained earnings
The Company's article of incorporation stipulate that Company's net earnings should first be used to offset the prior years' deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, and then calculated with the beginning balance of undistributed retained earnings as accumulated one. After the special reserve being set aside or reversed as required by the regulations, the remaining is the distributable earnings and should be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders' meeting for approval.
The Company is in the maturity phase of its enterprise life cycle, but ongoing changes of the industrial environment arise from various outside factors, and the Company is endeavoring to expand the domestic and foreign market, therefore, future finance demand, taxation planning, and shareholders' benefits shall be taken into consideration when the Company determines the surplus earning distribution. The dividend is determined to be distributed in cash or stock to maintain stable dividend distribution. The distribution ratio of stock dividend shall not be higher than 50% of the total divided amount, in accordance with the distribution plan proposed by the Board of Directors and shall be approved in accordance with the provisions of the Company Law.
The Company can distribute the surplus earning and offset losses at the end of every half fiscal year. The proposal of surplus earning distribution or loss off-setting for the first half of fiscal year should be forwarded with the business report and financial statements to supervisors for their auditing, and afterwards be submitted to the Board of Directors for approval.
The Company distributing surplus earning in accordance with the aforementioned provision shall estimate and reserve the taxes and dues to be paid, the deficit to be offset and the legal reserve to be set aside. And the special reserve should be set aside or reversed as required by the regulations; if there is remaining surplus earning, it should be calculated with the beginning balance of the accumulated undistributed surplus earning as distributable one. While legal reserve is equal to the total capital amount, it is allowed to not be set aside. The Company distributing surplus earning in the form of new shares to be issued by the Company in accordance with the aforementioned provision shall follow the provisions of the Company Act; if such surplus earning is distributed in the form of cash, it shall be approved by a meeting of the Board of Directors.
1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
The Company applied for exemptions during its first-time adoption of IFRSs, resulting in its retained earnings to increase by $1,583,058 thousand, incurred from unrealized revaluation increments, on the transition date. In accordance with the rules issued by the Financial Supervisory Commission, the special reserve in the amount of $1,397,866 thousand is set aside based on the additional retained earnings' amount, due to the transition to IFRSs. The aforementioned special reserve may be reversed in proportion with the usage, disposal, or reclassification of the related assets, and then, be distributed afterwards.
(Continued)
43
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
In accordance with the rules issued by the FSC, a portion of current period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the difference between the current period total net reduction of other shareholder's equity and aforementioned special reserve. The amount to be reclassified to special reserve shall be a portion of current-period earnings plus other line items in the retained earnings movements and undistributed prior-period earning. A portion of undistributed prior period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative change to other shareholders' equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. The special reserves were set aside (reserved) by ($34,971) thousand and $32,738 thousand in June, 2025 and June, 2024, respectively.
The Company set aside special reserves, which could not be distributed, and were calculated by the differences of the Company's stock price below the carrying amount of the treasury stock held by the subsidiaries, in portion to the shareholding ratio. If there is rebounding in market price afterwards, those special reserves could be reversed. The special reserves were reserved by $4,258 thousand in June, 2024.
3) Earnings distribution
Earnings distribution for 2024 and 2023 was decided by the resolution adopted, at the general meeting of shareholders held on June 26, 2025 and June 25, 2024, respectively. The relevant dividend distributions to shareholders were as follows:
| For the years ended December 31 | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Amount per share | Total Amount | Amount per share | Total Amount | |
| Dividends distributed to ordinary shareholders: | ||||
| Cash | $ 3.02781449 | 2,392,469 | 3.00000000 | 2,392,469 |
The Board of Directors resolved not to distribute the earnings for the first half of year 2025 and 2024 on November 13, 2025 and November 13, 2024, respectively.
(iv) Treasury shares (including shares held by the subsidiaries)
1) In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.
2) Prior to the R.O.C. Company Act amendments in 2001, subsidiaries of the Company, Ching Ta and Nanyang, acquired the Company's shares for investment purposes in the open market. The shares held by subsidiaries of the Company were deemed as treasury shares. As of December 31, 2025 and 2024, the market price per share of the Company was $61.40 and $69.10, respectively.
(Continued)
44
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The details of the treasury shares held by subsidiaries were as follows:
| Company | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Shares held (in thousand shares) | Acquired Costs | Shares held (in thousand shares) | Acquired Costs | |
| Ching Ta Investment Co., Ltd. | 981 | $ 37,498 | 981 | 37,498 |
| Nanyang Industries Co., Ltd. | 4,351 | 95,318 | 4,351 | 95,318 |
| 5,332 | $ 132,816 | 5,332 | 132,816 |
3) The Board of Directors of the Company on April 8, 2025, resolved to repurchase 10,000 thousand shares for maintaining the Company's credit and shareholders' benefits. The repurchase period was from April 9, 2025 to June 6, 2025. As of the expiration of the repurchase period, the Company had repurchased a total of 5,693 thousand shares. Subsequently, on August 13, 2025, the Board of Directors resolved to retire the treasury shares and the procedure of change of registration was completed in year 2025.
4) The Board of Directors of the Company on June 22, 2025, resolved to repurchase 10,000 thousand shares for maintaining the Company's credit and shareholders' benefits. The repurchase period was from June 24, 2025 to August 22, 2025. As of the expiration of the repurchase period, the Company had repurchased a total of 8,121 thousand shares. Subsequently, on November 13, 2025, the Board of Directors resolved to retire the treasury shares and the procedure of change of registration was completed in year 2025.
(iv) Other equity, net of tax
| Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total | |
|---|---|---|---|
| Balance at January 1, 2025 | $ (1,026,097) | 40,564 | (985,533) |
| Exchange differences on foreign operations | (32,657) | - | (32,657) |
| Exchange differences on associates accounted for using the equity method | 6,275 | - | 6,275 |
| Unrealized gains on financial assets measured at fair value through other comprehensive income | - | (6,918) | (6,918) |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | 13,181 | 13,181 |
| Balance at December 31, 2025 | $ (1,052,479) | 46,827 | (1,005,652) |
| Balance at January 1, 2024 | $ (1,521,506) | 163,197 | (1,358,309) |
| Exchange differences on foreign operations | 499,311 | - | 499,311 |
| Exchange differences on associates accounted for using the equity method | (3,902) | - | (3,902) |
| Unrealized gains on financial assets measured at fair value through other comprehensive income | - | (124,122) | (124,122) |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | (3,178) | (3,178) |
| Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income, accounted for using equity method | - | 4,667 | 4,667 |
| Balance at December 31, 2024 | $ (1,026,097) | 40,564 | (985,533) |
(Continued)
45
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(16) Earnings per share
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Net income attributable to common shareholders of the Company | $ 4,533,289 | 4,770,397 |
| Issued number of ordinary shares on January 1 | 797,490 | 797,490 |
| Effects of treasury shares | (12,625) | (4,885) |
| Weighted average number of ordinary shares on December 31 | 784,865 | 792,605 |
| $ 5.78 | 6.02 | |
| For the years ended December 31 | ||
| 2025 | 2024 | |
| Diluted earnings per share | ||
| Net income attributable to common shareholders of the Company | $ 4,533,289 | 4,770,397 |
| (after the adjustment of potential dilutive ordinary shares) | ||
| Weighted average number of ordinary shares | ||
| Effect of potential dilutive ordinary shares | 784,865 | 792,605 |
| Employee share bonus | ||
| Weighted average number of ordinary shares | 1,022 | 1,012 |
| (after the adjustment of potential dilutive ordinary shares) | 785,887 | 793,617 |
| $ 5.77 | 6.01 |
(17) Revenue from contracts with customers
(i) Details of revenue
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Primary geographical markets: | ||
| Taiwan | $ 39,095,832 | 42,637,406 |
| China | 524,096 | 317,359 |
| Asia | 1,281,218 | 1,689,303 |
| Europe | 4,271,207 | 4,218,903 |
| America | 1,246,209 | 923,842 |
| Others | 13,012 | 10,118 |
| $ 46,431,574 | 49,796,931 | |
| Major products/services lines | ||
| Merchandise sales | $ 46,135,608 | 49,534,310 |
| Technical services | 217,700 | 218,884 |
| Others | 78,266 | 43,737 |
| $ 46,431,574 | 49,796,931 |
(Continued)
46
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
Contract balances
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Notes receivable | $ 306,747 | 353,813 | 309,059 |
| Accounts receivable | 2,003,779 | 1,935,719 | 1,117,462 |
| Less: Loss allowance | - | (725) | (2,147) |
| Total | $ 2,310,526 | 2,288,807 | 1,424,374 |
| Contract liabilities | $ 113,354 | 79,069 | 33,439 |
Please refer to Note 6(3) for the details of accounts receivable and allowance for impairment.
The major change in the balance of contract liabilities is arising from the difference between the time frame in the performance obligation to be satisfied and the payment to be received. There were no other significant changes for the years ended December 31, 2025 and 2024.
(18) Employee remuneration and directors' and supervisors' remuneration
In accordance with the articles of incorporation, the Company should contribute no less than 1% of the profit as employee compensation and less than 1% as directors' and supervisors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. Independent directors are not entitled to receive the aforementioned remuneration. Furthermore, pursuant to the resolution of the shareholders' meeting on June 26, 2025, the aforementioned employee remuneration shall be allocated with no less than 50% designated for distribution to entry-level employees.
For the years ended December 31, 2025 and 2024, the Company estimated its employee remuneration amounting to $52,849 thousand and $56,580 thousand, and directors' and supervisors' remuneration amounting to $52,849 thousand and $56,580 thousand, respectively. The estimated amounts mentioned above were calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. The remunerations were expensed under operating expenses during 2025 and 2024. The difference between the estimated and actual amount of remuneration distributed in the next year was deemed as a change in accounting estimates. If the Board of Directors resolved to carry out a share-based compensation to employees, the numbers of shares to be distributed were calculated based on the closing price of the Company's ordinary shares one day before the date of the meeting of Board of Directors. Related information would be available at the Market Observation Post System website. The amounts, as stated in the Parent Company only financial statements, were identical to those of the actual distributions for 2025 and 2024.
(Continued)
47
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(19) Non-operating income and expenses
(i) Other income
The details of other income were as follows:
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income | $ 28,007 | 28,031 |
| Rental income | 68,234 | 65,594 |
| Dividend revenue | 43,046 | 42,873 |
| Total other income | $ 139,287 | 136,498 |
(ii) Other gains and losses
The details of other gains and losses were as follows:
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Foreign exchange gains | $ 151,743 | 60,141 |
| Others | 60,879 | 90,142 |
| Other gains and losses, net | $ 212,622 | 150,283 |
(iii) Finance costs
The details of finance costs were as follows:
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest expense | $ 299,745 | 233,546 |
(iv) Impairment loss
The details of finance costs were as follows:
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Impairment losses on investment accounted for using equity method | $ 667,438 | - |
(Continued)
48
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(20) Financial instruments
(i) Credit risk
1) Maximum amount exposed to credit risk
The carrying amount of financial assets represents the maximum amount exposed to credit risk.
2) Credit risk of receivables
For credit risk exposure of notes and accounts receivable, please refer to note 6(3).
Other financial assets at amortized cost includes other receivables and other financial assets, etc., which are considered to be of low risk, and thus the impairment provision recognized during the period was limited to 12 months expected credit losses.
None of these financial assets were considered to be impaired after the assessment.
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments but the impact of netting agreements, and financial liabilities whose carrying amount approximates the amount of future contractual cash flows are not disclosed as follows.
| Carrying amount | Contractual cash flows | Within 6 months | 6-12 months | 1-2 years | 2-5 years | Over 5 years | |
|---|---|---|---|---|---|---|---|
| December 31, 2025 | |||||||
| Non-derivative financial liabilities | |||||||
| Bank loans | $ 18,131,922 | 18,676,321 | 4,404,962 | 1,822,980 | 4,181,554 | 8,266,825 | - |
| Lease liabilities | 37,298 | 37,845 | 20,589 | - | 8,628 | 8,628 | - |
| $ 18,169,220 | 18,714,166 | 4,425,551 | 1,822,980 | 4,190,182 | 8,275,453 | - | |
| December 31, 2024 | |||||||
| Non-derivative financial liabilities | |||||||
| Bank loans | $ 15,376,354 | 15,889,463 | 4,700,533 | 1,264,326 | 2,413,693 | 7,510,911 | - |
| Lease liabilities | 48,389 | 49,172 | 15,283 | 11,961 | 15,283 | 6,645 | - |
| $ 15,424,743 | 15,938,635 | 4,715,816 | 1,276,287 | 2,428,976 | 7,517,556 | - |
The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(Continued)
49
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iii) Currency risk
1) Exposure to foreign currency risk
The Company’s significant exposures to foreign currency risk were as follows:
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Foreign Currency | Exchange Rate | NTD | Foreign Currency | Exchange Rate | NTD | |
| Financial assets | ||||||
| Monetary items | ||||||
| USD | $ 28,889 | 31.4250 | 907,846 | 19,739 | 32.7900 | 647,239 |
| EUR | 32,167 | 36.8900 | 1,186,658 | 30,777 | 34.1300 | 1,050,418 |
| JPY | 12,354 | 0.2008 | 2,481 | 9,679 | 0.2099 | 2,032 |
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD | 31,908 | 31.4250 | 1,002,709 | 32,023 | 32.7900 | 1,050,046 |
| EUR | 487 | 36.8900 | 17,954 | - | - | - |
| JPY | 10,224 | 0.2008 | 2,053 | 3,774 | 0.2099 | 792 |
2) Sensitivity analysis
The Company’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, other financial assets, and accounts payable that are denominated in foreign currency. A strengthening (weakening) of 1% of the NTD against USD, EUR and JPY as of December 31, 2025 and 2024 would have increased (decreased) the net profit after tax for the years ended December 31, 2025 and 2024 by $8,594 thousand and $5,191 thousand, respectively. The analysis is performed on the same basis for both periods.
3) Foreign exchange gains (losses) on monetary items
For the years ended December 31, 2025 and 2024, foreign exchange gain (including the realized and the unrealized portions) is amounted to $151,743 thousand and $60,141 thousand, respectively.
(iv) Interest rate analysis
The financial assets and liabilities’ exposure to interest risk has been disclosed in the note of liquidity risk management.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the sensitivity analysis is based on the assumption that liabilities outstanding on the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Company management’s assessment of the reasonably possible interest rate changes.
If the interest rate increased/decreased by 1%, the Company’s net income would have increased/decrease by $124,231 thousand and $111,404 thousand for the years ended December 31, 2025 and 2024, respectively, with all other variable factors remaining constant. This is mainly due to the Company’s variable-rate borrowings.
(Continued)
50
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(v) Other market price risk
If the price of the securities which the Company hold as equity instruments changes, the impact of the price change on other comprehensive income will be as follows, assuming the analysis is based on the same basis for both years and assuming that all other variables considered in the analysis remains constant:
| Prices of securities
at the reporting date | For the year ended December 31 | | | |
| --- | --- | --- | --- | --- |
| | 2025 | | 2024 | |
| | Other comprehensive income
(loss),net of tax | Net income
(loss) | Other comprehensive income
(loss),net of tax | Net income
(loss) |
| Increase 5% | $ 31,745 | - | 20,589 | - |
| Decrease 5% | $ (31,745) | - | (20,589) | - |
(vi) Fair value of financial instruments
1) Categories of financial instruments and fair value hierarchy
For financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, e.g., cash and cash equivalents, notes and accounts receivable (including related parties), other receivables, other financial assets, short-term borrowings, notes and accounts payable (including related parties), other payables (including related parties), long-term borrowings (including the current portion) and guarantee deposits received, disclosure of fair value information is not required.
The Company measures its financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income on a recurring basis. The carrying amount and fair value of the Company's financial assets and liabilities, including the information on fair value hierarchy were as follows:
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Book Value | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets at fair value through other comprehensive income | |||||
| Common shares of domestic listed companies | $ 595,429 | 595,429 | - | - | 595,429 |
| Common shares of domestic unlisted companies | 198,198 | - | - | 198,198 | 198,198 |
| Total | $ 793,627 | 595,429 | - | 198,198 | 793,627 |
| December 31, 2024 | |||||
| Book Value | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets at fair value through other comprehensive income | |||||
| Common shares of domestic listed companies | $ 305,971 | 305,971 | - | - | 305,971 |
| Common shares of domestic unlisted companies | 208,750 | - | - | 208,750 | 208,750 |
| Total | $ 514,721 | 305,971 | - | 208,750 | 514,721 |
(Continued)
51
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
2) Valuation techniques for financial instruments not measured at fair value
The assumptions and methods used in evaluating financial instruments not measured at fair value are as follows:
a) Financial assets and liabilities measured at amortized cost
Fair value measurement for financial assets and liabilities is based on the latest quoted price and agreed-upon price if these prices are available in active market. When market value is unavailable, fair value of financial assets and liabilities are evaluated based on the discounted cash flows of the financial assets and liabilities.
3) Valuation techniques for financial instruments measured at fair value
a) Non-derivative financial instruments
Financial instruments traded in active markets are based on quoted market prices.
If quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial unions, pricing institute, or authorities and such price can reflect those actual trading frequently happened in the market, then the financial instrument is considered to have quoted price in active market. If a financial instrument does not accord with the definition aforementioned, then it is considered to be without quoted price in active market. In general, market with low trading volume or high bid-ask spreads is the indication of a non-active market.
If the financial instruments held by the Company have active market, the measurements of fair value are categorized as follows:
- The listed stocks are recognized as financial assets, trade in active markets by the standards and nature. The fair value is measure at the market quoted price.
Evaluation of fair value of financial instruments without an active market is based on valuation technique or quoted price from competitors. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, the discounted cash flow method, or other valuation technique including a model using observable market data on the reporting date.
If the financial instruments held by the Company have no active market, the measurements of fair value are categorized as follows:
-
Equity instruments without quoted price: The fair value was calculated via the ratio, which is counted in the mix of the investee's estimated EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) and the quoted market price of the comparative listing company. Also, the fair value was discounted for its lack of liquidity in the market.
-
Equity instruments without quoted price: The fair value is measured at net asset value method. By looking through the nature and the included items of each asset and liability item and collecting the market value information of each asset and liability for items whose book value may be different from the fair value, the Company needs to obtain the fair value of the company's net assets, and calculate the company's equity value. The discount effect is adjusted due to lack of market liquidity in equity securities.
(Continued)
52
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
b) Derivative financial instruments
Measurement on fair value of derivative instruments is based on the valuation techniques models generally accepted by market participants.
c) Fair value hierarchy
The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:
- Level 1: quoted prices (unadjusted) in active markets for identified assets or liabilities.
- Level 2: inputs other than quoted prices included within Level 1 that are observable for assets or liabilities either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
4) Transfers between levels
The Company’s valuation techniques of fair values remained the same and there were no transfers between each level for the years ended December 31, 2025 and 2024.
5) Reconciliation of Level 3 fair values
| Fair value through other comprehensive income | ||
|---|---|---|
| Unquoted equity instruments | ||
| For the year ended December 31 | ||
| 2025 | 2024 | |
| Beginning balance, January 1 | $ 208,750 | 192,512 |
| Total gains and losses | ||
| Recognized in other comprehensive income | (10,552) | 16,238 |
| Ending Balance, December 31 | $ 198,198 | 208,750 |
6) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company’s financial instruments that use Level 3 inputs to measure fair value include fair value through other comprehensive income — equity investments.
The Company’s financial instrument investments without an active market are classified to Level 3 and have more than one significant unobservable inputs. The significant unobservable inputs of financial instrument investments without an active market are individually independent, and there is no correlation between them.
(Continued)
53
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
Quantified information on significant unobservable inputs was as follow:
| Item | Valuation Technique | Significant Unobservable Inputs | Interrelationship between Significant Unobservable Inputs and Fair Value Measurement |
|---|---|---|---|
| Financial assets at fair value through profit or loss-equity investments without an active market | Net Asset Value Method | ·Net Asset Value | |
| ·Market illiquidity discount rate (10% as of December 31, 2025 and 2024) | ·Not applicable | ||
| ·The estimated fair value would increase (decrease) if the market illiquidity discount rate was lower (higher). | |||
| Financial assets at fair value through other comprehensive income-equity investments without an active market | Net Asset Value Method | ·Net Asset Value | |
| ·Market illiquidity discount rate (10% as of December 31, 2025 and 2024) | ·Not applicable | ||
| ·The estimated fair value would increase (decrease) if the market illiquidity discount rate was lower (higher). | |||
| Financial assets at fair value through other comprehensive income-equity investments without an active market | Listed Company Comparison Method | ·The multiplier of price-to-book ratio (2.06 and 2.29 as of December 31, 2025 and 2024, respectively) | |
| ·Market illiquidity discount rate (40% as of December 31, 2025 and 2024) | The estimated fair value would increase (decrease) if the market illiquidity discount rate was lower (higher). |
7) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
The Company’s measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results. For fair value measurements in Level 3, changing the inputs would have the following effects on profit or loss and other comprehensive income:nn
| Inputs | Fluctuation | Profit or loss | Other comprehensive income | |||
|---|---|---|---|---|---|---|
| Favorable | Unfavorable | Favorable | Unfavorable | |||
| Balance at December 31, 2025 | ||||||
| Financial assets at fair value through profit or loss | ||||||
| Equity investments without an active market | Net asset value | 5% | - | - | - | - |
| Equity investments without an active market | Market illiquidity discount rate | 5% | - | - | - | - |
| Financial assets at fair value through other comprehensive income | ||||||
| Equity investments without an active market | The multiplier of price-to-book ratio | 5% | - | - | 6,025 | (6,025) |
| Equity investments without an active market | Market illiquidity discount rate | 5% | - | - | 10,042 | (10,042) |
| Balance at December 31, 2024 | ||||||
| Financial assets at fair value through profit or loss | ||||||
| Equity investments without an active market | Net asset value | 5% | - | - | - | - |
| Equity investments without an active market | Market illiquidity discount rate | 5% | - | - | - | - |
| Financial assets at fair value through other comprehensive income | ||||||
| Equity investments without an active market | The multiplier of price-to-book ratio | 5% | - | - | 6,337 | (6,337) |
| Equity investments without an active market | Market illiquidity discount rate | 5% | - | - | 15,118 | (15,118) |
(Continued)
54
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The favorable and unfavorable effects represent the changes in fair value, and the fair value is evaluated based on a variety of unobservable inputs using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
(21) Financial risk management
(i) Overview
The Company has exposures to the following risks from its financial instruments:
1) Credit risk
2) Liquidity risk
3) Market risk
The following discusses the Company’s objectives, policies and processes for measuring and managing the above-mentioned risks. For more disclosures about the quantitative effects of these risk exposures, please refer to the respective notes in the Parent Company only financial statements.
(ii) Structure of risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.
The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company’s Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company’s Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures and exception management, the results of which are reported to the Board of Directors.
(iii) Credit risk
Credit risk means the potential loss for the Company if the counterparty involved in any transaction defaults. The primary potential credit risk derives from financial instruments, e.g., bank deposits and accounts receivable.
1) Accounts receivable and other receivables
The payment term of the scooter department is mainly by letter of credit or receiving deposits, while the main sales customer of the automobile department is subsidiaries; hence, there is of low credit risk.
The management designates a professional department to stipulate the policy of credit management in order to reduce the credit risk of accounts receivable. The department is responsible for the determination and approval of credit lines, and other procedures of follow up monitoring. Also, the Company continues to evaluate the financial position of its customers. If necessary, to lower the risk of financial loss due to delay, the customers have to provide collaterals under request.
(Continued)
55
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
2) Investments
The Company deposits cash in different financial institutions and only deals with financial institutions with good credit rating. The Company does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties. The Company manages the exposure to credit risk related to each financial institution and believes that cash do not have a significant credit risk concentration.
3) Guarantees
The Company’s policy is to provide financial guarantees to subsidiaries which be held more than 50% of the voting rights.
As of December 31, 2025, the detail of the Company provided financial guarantees please refer to note 7 and note13.
(iv) Liquidity risk
Liquidity risk is a risk that the Company is unable to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as much as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company’s financial department continues to monitor cash flow requirements and use various information to forecast and monitor the cash flow component in the long and short term to ensure its liquidity is sufficient for the settlement of expiring liabilities. Loans and borrowings from the bank form an important source of liquidity for the Company. As of December 31, 2025 and 2024, the Company’s short-term and long-term unused credit lines are amounted to $8,151,699 thousand and $9,967,780 thousand respectively, which was enough for the fulfillment of all contractual obligations.
(v) Market risk
Market risk is a risk that arises from changes in market prices, such as foreign exchange rates, interest rates and equity prices that affect the Company’s income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimize the return.
The Company buys and sells derivatives, and also incurs financial liabilities. All such transactions are carried out within the guidelines set and approved by the Board of Directors and/or shareholders’ meeting and being monitored by internal auditing department.
1) Currency risk
The Company is exposed to currency risk on operating, investing, and financing activities that are denominated in a currency other than the respective functional currencies of the Company’s entities. Therefore, the Company uses derivatives to avoid currency risk. The exchange gains and losses of the assets and liabilities in foreign currencies will approximately be offset by the valuation gains and losses on derivative instruments. However, using derivatives can help the Company to reduce but not to remove the impact on the fluctuation in exchange rates.
(Continued)
56
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
The Company regularly evaluates the individual position of exposure to currency risk and carries out necessary hedging strategy. The main hedging instrument used is forward exchange contracts.
2) Interest rate risk
The Company’s interest rate risk arises from simultaneously borrowing at fixed rates and floating rates. The Company adopts an appropriate interest rate portfolio to manage its interest rate risk.
3) Other market price risk
The Company is exposed to the market price fluctuation risk since it enters into commodity contracts only when there are expected future demands.
(22) Capital management
The Company’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.
The Company and other entities in the same industry use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.
As of December 31, 2025, the Company’s capital management strategy is consistent with the prior year as of December 31, 2024, and the gearing ratio is maintained at 50% and ensure financing at reasonable cost. The Company’s debt-to-equity ratio on reporting date is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total liabilities | $ 26,681,289 | 24,264,932 |
| Less: cash and cash equivalents | (2,473,169) | (2,390,289) |
| Net debt | 24,208,120 | 21,874,643 |
| Total equity | 26,317,859 | 25,139,404 |
| Adjusted capital | $ 50,525,979 | 47,014,047 |
| Debt-to-equity ratio | 48% | 47% |
(Continued)
57
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
7. Related-party transactions
(1) Names and relationship with related parties
The followings are entities including subsidiaries and other related parties that have had transactions with the Company during the periods covered in the Parent Company only financial statements.
| Name of related party | Relationship with the Company |
|---|---|
| Shan Young Assets Management Co., Ltd. (Shan Young) | A subsidiary of the Company |
| Youth Taisun Co., Ltd. (Youth Taisun) | 〃 |
| Chu-Yang Motor Co., Ltd. (Chu-Yang) | 〃 |
| NOVA Design Co., Ltd. (NOVA Design) | 〃 |
| Nanyang Industries Co., Ltd. (Nanyang) | 〃 |
| SUNSHINE AUTO-LEASE Co., Ltd. (SUNSHINE AUTO-LEASE) | 〃 |
| Ching Ta Investment Co., Ltd. (Ching Ta) | 〃 |
| APh Co., Ltd. (Aph) | 〃 |
| APh ePower Co., Ltd. (APh ePower) | 〃 |
| Profit Source Investments Ltd. (Profit Source) | 〃 |
| Sanyang Deutschland GmbH (SDE) | 〃 |
| SY International Ltd. (SYI) | 〃 |
| Sanyang Italia S.R.L. (SIT) | 〃 |
| Sanyang Motor Colombia S.A.S (SCB) | 〃 |
| Yi Young Co., Ltd. (Yi Young) | 〃 |
| NOVA Design Ltd. (NOVA Samoa) | 〃 |
| Nanyang Insurance Agent Co., Ltd. (Nanyang Insurance Agent) | 〃 |
| Shian Yang Industries Co., Ltd. (Shian Yang) | 〃 |
| Li Yang Industry Co., Ltd. (Li Yang) | 〃 |
| Jau Ryh Business Co., Ltd. (Jau Ryh) | 〃 |
| Nanyang Holding Co., Ltd. (NY Samoa) | 〃 |
| Three Brothers Machinery Industrial Co., Ltd. (TBM) | 〃 |
| Fact Co., Ltd. (Note 1) | 〃 |
| Chong Hing International Limited (Chong Hing) | 〃 |
| Cosmos System Inc. (Cosmos) | 〃 |
| New Path Trading Limited (New Path) | 〃 |
| Plassen International Limited (PIL) | 〃 |
| Vietnam Manufacturing and Export Processing (Holdings) Ltd. (VMEPH) | 〃 |
| Sun Goal Limited (Sun Goal) | 〃 |
| NOVA Design (Shanghai) Ltd. (Nova Shanghai) | 〃 |
| Chang Zhou Nan Yang Motor Sales and Service Co., Ltd. (Chang Zhou Nan Yang) | 〃 |
(Continued)
58
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
| Name of related party | Relationship with the Company |
|---|---|
| Vietnam Three Brothers Machinery Industrial Co., Ltd. (VTBM) | A subsidiary of the Company |
| Three Brothers Machinery Industrial (BVI) Co., Ltd. (TBM BVI) | 〃 |
| Zhangjiagang Qingzhou Engineering Industry Co., Ltd. (SCK) | 〃 |
| Sanyang Global (Xiamen) Co., Ltd. (Sanyang Global) | 〃 |
| Chin Zong Trading Co., Ltd. (Chin Zong) | 〃 |
| Vietnam Manufacturing and Export Processing Co., Ltd. (VMEP) | 〃 |
| Xiamen Xia Shing Motor Co., Ltd. (Xia Shing Motor) | 〃 |
| Xiamen Xia Shing Trading Co., Ltd. (Xia Shing Trading) | 〃 |
| Xiamen Qungeng Industry Co., Ltd. (Xiamen Qungeng) ( (Note 2) | 〃 |
| Xiamen Three Brothers Machinery Industrial Co., Ltd. (XTBM) | 〃 |
| Vietnam Casting Forge Precision Co., Ltd. (VCFP) | 〃 |
| Dinh Duong Joint Stock Company (Dinh Duong) | 〃 |
| Chuanyang Industrial Co., Ltd. (Chuanyang) | 〃 |
| Vista Hill Environmental Co., Ltd. (Vista Hill Environmental) | 〃 |
| Dynamic Motor Technology Co., Ltd. (Dynamic Motor)( Note 3) | 〃 |
| Chiao Song Health Co., Ltd.(Chiao Song Health) ( Note 4) | 〃 |
| Taiwan Tea Corporation (Taiwan Tea) ( Note 5) | 〃 |
| Ching Yuan, Wu | The Chairman of the Company |
| Zoeng Chang Industry Co., Ltd. (Zoeng Chang) | Associate of the Company |
| He Xu International co., Ltd (He Xu) | 〃 |
| King Zone Corporation (King Zone) | A subsidiary of the Company is the juristic director of the entity |
| Astemo Taichung Co., Ltd. (Astemo) ( Note 6) | The Company is the juristic director of the entity |
| Jiuxing Biotechnology Co., Ltd. (Jiuxing) | Same chairman with the Company |
| Sanyang Educational Foundation | Same chairman with the Company |
Note 1: Fact Co., Ltd. was approved for dissolution by the competent authority on August 3, 2023, and the liquidation procedure was completed on October 18, 2024.
Note 2: Xiamen Qungeng Industry Co., Ltd. was incorporated in forth quarter of 2024.
Note 3: Dynamic Motor Technology Co., Ltd. was incorporated in third quarter of 2024.
Note 4: Chiao Song Health Co., Ltd. was incorporated in forth quarter of 2024.
Note 5: Taiwan Tea Corporation become subsidiary of Shan Young on June 18, 2025
Note 6: Hitachi Astemo Taichung Co., Ltd. was renamed to Astemo Taichung Co., Ltd. on April 2, 2025, upon the approval of MOEA.
(Continued)
59
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(2) Significant transactions with related parties
(i) Merchandise sold, technical and consulting services provided to related parties
Significant sales to related parties were as follows:
| Sales | ||
|---|---|---|
| For the year ended December 31 | ||
| 2025 | 2024 | |
| Subsidiaries | ||
| Nanyang | $ 14,320,657 | 16,804,728 |
| Other subsidiaries | 3,478,641 | 2,889,625 |
| 17,799,298 | 19,694,353 | |
| Associates | 423 | 426 |
| Other related parties | 904 | 814 |
| $ 17,800,625 | 19,695,593 |
The prices of automobiles sold by the Company to related parties are determined based on the Company's pricing policy and are not significantly different from the general selling prices. Payment terms include immediate payment upon selection of a vehicle or granting a certain credit limit for vehicle selection after obtaining collateral and paying interest during the payment period. In addition, on December 31, 2025 and 2024, the Company obtained a deposit guarantee from Nanyang Industry, each for $800,000 thousand, as collateral and obtained deposits guarantee from other subsidiary for $25,000 thousand as collateral.
The prices of motorcycles, engines, and components sold by the Company to related parties are based on cost plus a markup and are not significantly different from the general selling prices. Payment terms include payment between 30 to 270 days after shipment.
Significant technical and consulting services to related parties were as follow:
| Technical and consulting services provided | ||
|---|---|---|
| For the year ended December 31 | ||
| 2025 | 2024 | |
| Subsidiaries | ||
| Xia Shing Motor | $ 81,146 | 71,040 |
| Other subsidiaries | 29,500 | 39,778 |
| 110,646 | 110,818 | |
| Associates | 4,805 | 4,753 |
| Other related parties | 794 | 2,558 |
| $ 116,245 | 118,129 |
The prices of the technical services provided by the Company to related parties are based on cost plus markup, while consulting services are priced based on the personnel costs of dispatched personnel. As there are no comparable transactions with unrelated parties, the prices are not indicative of arm's-length transactions. Payment is collected according to the contractually agreed period.
(Continued)
60
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(ii) Goods purchased from related parties
Purchases from related parties were as follow:
| | Purchases
For the years ended December 31 | |
| --- | --- | --- |
| | 2025 | 2024 |
| Subsidiaries | | |
| Xia Shing Motor | $ 3,862,495 | 4,324,406 |
| Other subsidiaries | 1,535,085 | 1,212,632 |
| | 5,397,580 | 5,537,038 |
| Associates | 306,705 | 304,439 |
| Other related parties | 956,650 | 975,473 |
| | $ 6,660,935 | 6,816,950 |
The purchase prices from the aforementioned companies are not significantly different from the purchase prices from general vendors. The payment terms are similar to those from general vendors, which are payment before the 15th of the previous month for purchases made in the first half of the month, payment after the 16th of the previous month for purchases made in the second half of the month, or payment within 45 days after acceptance, with no significant differences from general vendors.
(iii) Receivables from Related Parties
The receivables from related parties were as follows:
| Account | Categories | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Accounts receivable | Subsidiaries-SIT | $ 828,305 | 660,257 |
| Subsidiaries-SCB | 245,693 | 78,615 | |
| Other subsidiaries | 211,615 | 120,386 | |
| Associates | 353 | 364 | |
| Other related parties | 167 | 99 | |
| $ 1,286,133 | 859,721 | ||
| Other receivables | |||
| (Recognized as “Other current assets”) | Subsidiaries-VMEP | $ 2,448 | 1,816 |
| Other subsidiaries | 3,768 | 9,075 | |
| Associates | 884 | 904 | |
| Other related parties | 249 | 836 | |
| $ 7,349 | 12,631 |
(Continued)
61
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(iv) Payables to related parties
The payables to related parties were as follows:
| Account | Categories | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Accounts payable | Subsidiaries-Xia Shing Motor | $ 296,426 | 332,659 |
| Other subsidiaries | 176,464 | 168,103 | |
| Associates | 30,116 | 40,378 | |
| Other related parties | 126,533 | 123,819 | |
| $ 629,539 | 664,959 | ||
| Other payables | Subsidiaries | $ 29,481 | 36,153 |
| Associates | 378 | 379 | |
| Other related parties-Sanyang Educational Foundation (Note) | - | 100,000 | |
| Other related parties | 36,050 | - | |
| $ 65,909 | 136,532 |
Note: In accordance with the Board resolution on December 8, 2024, the Company had decided to donate $100,000 thousand to the Sanyang Educational Foundation for the purpose of education promotion and social welfare contribution, and the donation was recognized as “Administrative Expenses” for the year ended December 31, 2024.
(v) Services acquired and others expense from related parties
| Item | Categories | For the years ended December 31 | |
|---|---|---|---|
| 2025 | 2024 | ||
| Product design services and others | Subsidiaries | $ 208,391 | 222,118 |
| Associates | 20,445 | 28,340 | |
| Other related parties | 57,888 | 4,049 | |
| $ 286,724 | 254,507 |
(Continued)
62
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(vi) Leases
1) Leasing to related partied:
| Rental income | ||
|---|---|---|
| For the year ended December 31 | ||
| 2025 | 2024 | |
| Subsidiaries-Nanyang | $ 35,989 | 35,408 |
| Subsidiaries-Nova | 14,327 | 14,324 |
| Other subsidiaries | 591 | 117 |
| Associates | 446 | 894 |
| Other related parties | 29 | 29 |
| $ 51,382 | 50,772 | |
| Guarantee deposits received | ||
| December 31, 2025 | December 31, 2024 | |
| Subsidiaries | $ 9,036 | 8,680 |
| Associates | - | 156 |
| $ 9,036 | 8,836 |
The Company enters into leasing contracts, considering the market conditions of neighboring districts, and collects rentals in accordance with the terms in the contracts.
2) Leasing from related partied:
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest expense | ||
| Subsidiaries | $ 370 | 750 |
| Rent expense, others | ||
| Subsidiaries | $ 69 | 64 |
| December 31, 2025 | December 31, 2024 | |
| Lease liabilities | ||
| Subsidiaries-Nanyang | $ 11,920 | 35,472 |
| Refundable deposits | ||
| December 31, 2025 | December 31, 2024 | |
| Subsidiaries | $ 4,186 | 4,186 |
The Company enters into leasing contracts, considering the market conditions of neighboring districts, and pays rentals in accordance with the terms in the contracts.
(Continued)
63
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(vii) Property transactions
1) Investment property and machinery equipment acquired from related parties were as follows:
| Objects | For the years ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Chairman of the company | Investment property-buildings | $ 28,200 | - |
| Subsidiaries | Machinery and molds | 13,166 | 13,859 |
| Associates | " | 908 | 3,522 |
| Other related parties | " | - | 678 |
| $ 42,274 | 18,059 |
Machinery equipment and molds sold to related parties:
| For the years ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Disposal price | Gains on disposal | Disposal price | Gains on disposal | |
| Subsidiaries | $ 706 | 233 | 381 | 125 |
3) Acquisition of financial assets:
For the year 2025 and 2024, the Company did not conduct cash capital increases in proportion to its equity holdings in Aph. For further details, please refer to Note 6(6) in the accompanying financial statements.
(viii) Other
1) Interest income from delayed receipts of payments
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Subsidiaries | $ 225 | 75 |
2) Advertising
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Subsidiaries | $ 21,243 | 9,928 |
3) Shan Young provided its real estate as guarantees and endorsements for the Company's bank loans. As of December 31, 2025, and 2024, the book value of the aforementioned real estate was $8,400,000 in both years..
(Continued)
64
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
4) The Company provided guarantees and endorsements for Aph ePower bank loans. As of December 31, 2025, the endorsement guarantee amounted to $3,000,000 thousand and zero, respectively. The Company acted as a joint guarantor and did not provide any collateral to bank.
5) The Company provided guarantees and endorsements for VMEP's bank loans. As of December 31, 2025, the endorsement guarantee amounted to zero and $1,311,600 thousand, respectively. The Company acted as a joint guarantor and did not provide any collateral to bank.
(3) Key management personnel compensation
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 133,062 | 125,947 |
8. Pledged assets
The book values of pledged assets provided by the Company were as follows:
| Asset | Items being guaranteed | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Other current financial assets | The purchase and sales contract performance guaranteed and the deposits of work-study programs, etc. | $ 8,391 | 23,675 |
| Other non-current financial assets | The purchase and sales contract performance guaranteed, the deposit for the gas company and the deposits for work-study programs | 12,125 | 1,700 |
| Property, plant and equipment | Financing guarantee credit | 3,493,560 | 3,528,772 |
| Investment property | Financing guarantee credit | 2,388,797 | 2,329,562 |
| Total | $ 5,902,873 | 5,883,709 |
9. Commitments and contingencies
(a) Significant unrecognized contractual commitments
(i) The balance of issued but unused letters of credit:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| USD | USD | 58,974 | USD | 60,718 |
| JPY | JPY | - | JPY | 45,560 |
(Continued)
65
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(ii) The unpaid balance of signed contracts of construction in progress and computer software, etc.:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Unpaid balance | $ 99,208 | 162,148 |
(iii) The performance guaranteed bills received by the Company :
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Performance guaranteed bills received | $ 63,382 | 101,724 |
(iv) The Company signed a contract of joint construction with allocation of buildings with Yao Da Construction Co., Ltd. on June, 19, 2018. The joint construction will take place at the land owned by the Company, numbered 711, located at the third Subsection, Tanmei Section, Neihu District, Taipei City. For the ratio of the joint construction, after taking consideration of the volumetric rewards for aging and dangerous buildings and volume transfer, the landowner (the Company) entitles 51.7647%, and 48.2353% share for the developer (Yao da Construction Co., Ltd.). The construction is in progress. The Company has completed the pre-sale of real estate development trust in April 2021. The construction is in progress and for pre-sale. The sales prices of the contract signed by the Company and client were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Sales contract price (pre-tax) | $ 366,714 | 103,830 |
| Amounts collected (pre-tax) | $ 78,844 | 20,773 |
10. Losses Due to Major Disasters: None
11. Subsequent Events:
(1) The Board of Directors of the Company on January 27, 2026, resolved to repurchase 5,000 thousand shares for maintaining the Company's credit and shareholders' benefits. The scheduled period for the repurchase was from January 28, 2026 to March 27, 2026. The aforementioned treasury shares fully repurchased on March 9, 2026. The treasury shares are currently pending retirement.
(2) The Board of Directors of the Company on March 13, 2026, resolved to repurchase 5,000 thousand shares for maintaining the Company's credit and shareholders' benefits. The scheduled period for the repurchase is from March 16, 2026 to May 15, 2026.
(3) The Board of Directors of the Company on January 8, 2026, resolved to sign a pre-sale contract with a non-related party for the sale of real estate recognized as investment property located at the third subsection, Tanmei Section, Neihu District, Taipei City. The total transaction amount is $608,880 thousand (the Company's allocation ratio of joint construction is 51.7647%). For further information, please refer to the Market Observation Post System (MOPS).
(Continued)
66
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
12. Other:
A summary of employee benefits, depreciation, and amortization, by function, is as follows:
| For the year ended December | ||||||
|---|---|---|---|---|---|---|
| By function | ||||||
| By item | 2025 | 2024 | ||||
| Cost of Sale | Operating Expense | Total | Cost of Sale | Operating Expense | Total | |
| Employee benefits | ||||||
| Salary | 1,749,367 | 1,194,380 | 2,943,747 | 1,653,045 | 1,061,657 | 2,714,702 |
| Labor and health insurance | 117,524 | 90,630 | 208,154 | 112,428 | 89,370 | 201,798 |
| Pension (Note) | 43,778 | 43,506 | 87,284 | 44,321 | 44,592 | 88,913 |
| Remuneration of directors | - | 102,215 | 102,215 | - | 105,668 | 105,668 |
| Others | 113,093 | 77,742 | 190,835 | 111,653 | 79,369 | 191,022 |
| Depreciation | 460,514 | 153,668 | 614,182 | 357,851 | 142,410 | 500,261 |
| Amortization | 8,808 | 8,237 | 17,045 | 7,305 | 5,573 | 12,878 |
Note : For the years ended December 31, 2025 and 2024, the pension fund of zero and $748 thousand was settled in the current period, which was not paid by the labor pension reserve account of the Bank of Taiwan and was recorded as operating expense.
For the years ended December 31, 2025 and 2024, the information on the number of employees and employee benefit expense of the Company is as follows :
| 2025 | 2024 | |
|---|---|---|
| Number of employees | 2,514 | 2,484 |
| Number of directors (non-employee) | 8 | 8 |
| Average employee benefit expense | $ 1,369 | 1,291 |
| Average employee salary expense | $ 1,175 | 1,096 |
| Percentage of adjustment for average employee salary expense | 7.21% | (10.09%) |
| Remuneration for supervisors | $ - | - |
| Compensation policies are as follows: |
(a) Directors (including independent directors)
(i) According to Article 24 of Incorporation, the remunerations to the president, the directors and the supervisors are determined based on their contribution and participation in the Company's operation, considering the domestic and foreign industrial standards, and approved by the Board of Directors. In accordance with Article 31-1 of Incorporation, the Company should contribute no less than 1% of the profit as employee compensation and less than 1% as directors' and supervisors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. Independent directors are not entitled to receive the aforementioned remuneration.
The aforementioned employee remuneration shall be allocated with no less than 50% designated for distribution to entry-level employees.
(ii) In addition, transportation allowances are reimbursed to the president, the directors and the supervisors when they attend the meeting of Board of Directors.
(Continued)
67
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(b) Management
According to the Company’s regulations, the remuneration of managerial officers shall include salaries and bonuses. Salaries are determined based on industry standards, job titles, positions, educational background, and professional abilities. Bonus distribution is based on the results of performance evaluations according to the “Performance Assessment Regulations,” with performance metrics including job performance, management capabilities, specific contributions, and consideration of overall profitability, target achievement rate, operational performance and participation in sustainable development. Reasonable remuneration is granted to align management incentives with business performance and long-term sustainability goals. The compensation system is reviewed periodically based on actual operating conditions and relevant regulations, and the Company will continue to optimize related performance indicators and evaluation mechanisms.
(c) Employees
The salaries to the employees are adjusted on an annual basis, considering their positions, personal performances, and market earnings surveys.
13. Other disclosures:
(1) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:
(i) Loans to other parties:
(In thousands of NTD/ foreign currency)
| No. (Note 1) | Name of lender | Name of borrower | Account name | Related party | Maximum outstanding balance during the period | Ending balance | Actual usage amount during the period | Range of interest rates during the period | Nature of loan | Amount of Transaction with the turnover | Reason for short-term financing | Loss Allowance | Collateral | Limit on total loans granted to a single party | Ceiling on total loans granted | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 1 | SCK | Yangzhou Yurun Bond Co., Ltd. | Other receivables | Y | 157,430 | 112,450 | 112,450 | 2.50% | Short term financing | - | Business operation | - | Real estate | 179,920 | 323,030 | 323,030 |
| (CNY35,000) | (CNY25,000) | (CNY25,000) | (CNY40,000) | (CNY71,950) | (CNY71,950) | |||||||||||
| 2 | Sanyang Global | Yangzhou Yurun Bond Co., Ltd. | Other receivables | Y | 112,450 | 44,980 | 44,980 | 2.50% | Short term financing | - | Business operation | - | Real estate | 134,940 | 253,922 | 253,922 |
| (CNY25,000) | (CNY10,000) | (CNY10,000) | (CNY30,000) | (CNY56,452) | (CNY56,452) | |||||||||||
| 3 | Nova Shanghai | Yangzhou Yurun Bond Co., Ltd. | Other receivables | Y | 112,450 | 112,450 | 112,450 | 2.50% | Short term financing | - | Business operation | - | Real estate | 404,820 | 124,775 | 124,775 |
| (CNY25,000) | (CNY25,000) | (CNY25,000) | (CNY90,000) | (CNY27,740) | (CNY27,740) | |||||||||||
| 4 | Dinh Duong | VMEP | Other receivables | Y | 82,440 | 82,440 | 6,000 | 5.60% | Short term financing | - | Business operation | - | None | 82,821 | 82,821 | |
| (VND68,700,000) | (VND68,700,000) | (VND68,700,000) | (VND69,017,199) | (VND69,017,199) | ||||||||||||
| 5 | VCFP | VMEP | Other receivables | Y | 51,600 | 51,600 | 42,000 | 5.60% | Short term financing | - | Business operation | - | None | 63,330 | 63,330 | |
| (VND43,000,000) | (VND43,000,000) | (VND35,000,000) | (VND52,780,094) | (VND52,780,094) |
Note 1: The numbering method is as follows:
(1) “0” represents the parent company.
(2) Investees are sequentially numbered from 1 by company.
Note 2: There is no additional interest according to the agreement between both parties.
Note 3: The limit on total loans granted to a single party and ceiling on total loans granted for short-term financing shall not exceed 40% of the equity of SCK and Sun Goal.
Note 4: The ceiling on total loans granted and limit on total loans granted to a single party for short-term financing shall not exceed 40% of the equity of, Nova Shanghai. When the reason for financing is business related, the ceiling on total loans granted shall not exceed 60% of the equity and the ceiling on total loans granted to a single party shall not exceed one and a half times the total amount of purchases and sales transactions with the lender for the last year.
Note 5: The limit on total loans granted to a single party and ceiling on total loans granted for short-term financing shall not exceed 40% of the equity of Dinh Duong and VCFP.
Note 6: Inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
68
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(ii) Guarantees and endorsements for other parties:
(In thousands of NTD/ foreign currency)
| No. (Note 1) | Name of endorser/ guarantor | endorser/guarantee | Limit on total endorsements/ guarantees provided to a single party | Maximum outstanding endorsements/ guarantees amount during the period | Ending balance of guarantees and endorsements | Actual usage amount during the period | Amount of endorsement/guarantee collateralized by properties | Ratio of accumulated amount of endorsements/guarantees to net asset of the latest financial statements of the endorser/guarantee | Ceiling on total endorsements/guarantees provided | Provision of endorsements/guarantees by parent company to subsidiary | Provision of endorsements/guarantees to parent company | Provision of endorsements/guarantees to the party in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 8) | ||||||||||||
| 0 | The Company | VMEP | 2 | 26,317,859 | 1,257,000 | - | - | - | - % | 26,317,859 | Y | N | N |
| (USD40,000) | |||||||||||||
| 0 | The Company | APh ePower | 2 | 26,317,859 | 3,000,000 | 3,000,000 | - | - | 11.40% | 26,317,859 | Y | N | N |
| 1 | Shan Young | The Company | 3 | 13,836,989 | 8,400,000 | 8,400,000 | 6,883,843 | 9,500,000 | 98.07% | 13,836,989 | N | Y | N |
| 2 | SYI | Shan Young | 4 | 11,224,943 | 800,000 | 800,000 | 779,000 | 832,763 | 7.13% | 11,224,943 | N | N | N |
| (USD26,500) | |||||||||||||
| 2 | SYI | Ching Ta | 4 | 2,631,786 | 500,000 | 500,000 | 67,500 | 73,849 | 4.45% | 2,631,786 | N | N | N |
| (USD2,350) | |||||||||||||
| 2 | SYI | The Company | 3 | 11,224,943 | 450,000 | - | - | - | - % | 11,224,943 | N | Y | N |
| 3 | Chong Hing | Shan Young | 4 | 4,130,953 | 3,500,000 | 3,500,000 | 2,753,000 | 2,949,098 | 84.73% | 4,130,953 | N | N | N |
| (CNY525,000) | |||||||||||||
| 4 | TBM BVI | TBM | 3 | 167,336 | 30,000 | 30,000 | - | 33,939 | 18.07% | 167,336 | N | Y | N |
| (USD1,080) |
Note 1: The numbering method is as follows:
(1) "0" represents the parent company.
(2) Investees are sequentially numbered from 1 by company.
Note 2: According to policy for endorsements/ guarantees of the Company, limit on total endorsements/guarantees provided to a single party and ceiling on total endorsements/guarantees provided shall not exceed the equity of the Company. When the reason for endorsements/ guarantees is business related, the amount of endorsements/ guarantees provided to a single party shall not exceed the total amount of purchases and sales transactions with the endorser/ guarantor for the recent year and ceiling on total endorsements/guarantees provided shall not exceed 10% of the equity of the Company. The endorsements/ guarantees of the Company and subsidiaries, limit on total endorsements/guarantees provided to a single party and ceiling on total endorsements/guarantees provided shall not exceed 150% the equity of the Company.
Note 3: According to policy for endorsements/ guarantees of Shang Young, limit on total endorsements/guarantees provided to a single party and ceiling on total endorsements/guarantees provided shall not exceed the total appraisal of owned land and buildings of Shang Young. The aforementioned appraisal value is in accordance with the latest appraisal report prepared and issued by real estate appraiser or other person duly authorized by law to engage in the value appraisal of real estate or other fixed assets. When the reason for endorsements/ guarantees is business related, the amount of endorsements/ guarantees provided shall not exceed the maxima of total amount of business-related transactions or amount of signed contract with the endorser/ guarantor for the recent year.
Note 4: According to policy for endorsements/ guarantees of SYI, limit on total endorsements/guarantees provided to a single party and ceiling on total endorsements/guarantees provided shall not exceed 100% of the equity of SYI. When the reason for endorsements/ guarantees is business related, the amount of endorsements/ guarantees provided to a single party shall not exceed the total amount of purchases and sales transactions with the endorser/ guarantor for the recent year and ceiling on total endorsements/guarantees provided shall not exceed 10% of the equity of SYI.
Note 5: According to policy for endorsements/ guarantees of SYI, for the company in which our parent company that directly or indirectly holds 100% of our voting right holds directly or indirectly 90% or more of the voting right, the total endorsements/guarantees provided shall not exceed 10% of the Company's equity, provided that this restriction shall not apply to endorsements/guarantees provided for the company in which our parent company that directly or indirectly holds 100% of our voting right holds directly or indirectly 100% of the voting right.
Note 6: According to policy for endorsements/ guarantees of Chong Hing, the limit on total endorsements/guarantees provided to a single party and ceiling on total endorsements/guarantees provided shall not exceed 100% of its equity. When the reason for endorsements/ guarantees is business related, the amount of endorsements/ guarantees provided shall not exceed the total amount of purchases and sales transactions with the endorser/ guarantor for the recent year and ceiling on total endorsements/guarantees provided should not exceed 10% of its equity.
Note 7: According to policy for endorsements/ guarantees of Chong Hing, for the company in which our parent company that directly or indirectly holds 100% of our voting right holds directly or indirectly 90% or more of the voting right, the total endorsements/guarantees provided shall not exceed 10% of the Company's equity, provided that this restriction shall not apply to endorsements/guarantees provided for the company in which our parent company that directly or indirectly holds 100% of our voting right holds directly or indirectly 100% of the voting right.
Note 8: According to policy for endorsements/ guarantees of TBM BVI, limit on total endorsements/guarantees provided to a single party and ceiling on total endorsements/guarantees provided of TBM BVI shall not exceed 50% of the Company's equity. When the reason for endorsements/guarantees is business related, the amount of endorsements/guarantees provided shall not exceed the total amount of purchases and sales transactions with the Company for the recent year and ceiling on total endorsements/guarantees provided should not exceed 10% of equity of TBM BVI.
(Continued)
69
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
Note 9: The relationship is classified into the following seven types:
(1) Transactions between the companies.
(2) The Company directly or indirectly holds more than 50% voting right.
(3) When other companies directly or indirectly hold more than 50% voting rights of the Company.
(4) The Company directly or indirectly holds more than 90% voting right.
(5) A company that is mutually protected under contractual requirements based on the needs of the contractor.
(6) A company that is endorsed by all the contributing shareholders in accordance with their shareholding ratio due to joint investment relationship.
(7) Under the Consumer Protection Act, performance guarantees for pre-sale contracts for companies in the same industry.
(iii) Material securities held at the end of the period (excluding the portion held due to investment in a subsidiary or an associate, and the portion held due to an interest in a joint venture):
(In thousands of NTD/In thousands of shares)
| Name of holder | Category and name of security | Relationship with the Company | Account name | Ending balance | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) | Carrying value | Percentage of ownership | Fair value | |||||
| The Company | Equity-Astemo Taichung Co., | Other related parties | Note 1 | 5,339 | 120,498 | 19.94 % | 120,498 | |
| The Company | Equity-Sheng Mao Investment Co., Ltd. | - | Note 1 | 1,500 | 77,700 | 25.00 % | 77,700 | |
| The Company | Equity-Grand Pacific Petrochemical Corporation | - | Note 1 | 8,091 | 95,074 | 0.72 % | 95,074 | |
| The Company | Equity-Apex Biotechnology | Other related parties | Note 1 | 16,432 | 500,354 | 16.44 % | 500,354 | |
| Shan Young | Equity-Grand Pacific Petrochemical Corporation | - | Note 1 | 8,209 | 96,453 | 0.73 % | 96,453 | |
| Nanyang | Equity-The Company | Parent company | Note 1 | 4,351 | 267,148 | 0.55 % | 267,148 | |
| Nanyang | Equity-Grand Pacific Petrochemical Corporation | - | Note 1 | 7,974 | 93,696 | 0.71 % | 93,696 | |
| Ching Ta | Equity-The Company | Parent company | Note 1 | 981 | 60,264 | 0.12 % | 60,264 | |
| Ching Ta | Equity-Xu Mao Investment Co., Ltd. | - | Note 1 | 3,781 | 167,623 | 25.21 % | 167,623 | |
| Ching Ta | Equity Gold Yu Co., Ltd. | - | Note 1 | 3,000 | 64,380 | 5.56 % | 64,380 | |
| Ching Ta | Equity-Grand Pacific Petrochemical Corporation | - | Note 1 | 7,835 | 92,057 | 0.70 % | 92,057 | |
| Ching Ta | Equity-Ascentax Venture Capital Corporation | Other related parties | Note 1 | 6,666 | 95,570 | 11.11 % | 95,570 | |
| Ching Ta | Equity-NUWA Biomedical INC. | - | Note 1 | 500 | 52,500 | 1.43 % | 52,500 | |
| Sanyang Global | Equity-Shang Guang (Shanghai) Investment Ltd. | - | Note 1 | 1,519 | 476,314 | 6.76 % | 476,314 |
Note 1: Financial assets at fair value through other comprehensive income
Note 2: The balance stated above had been converted into New Taiwan Dollar based on the following exchange rates:
Exchange rate on the reporting date: USD1=NTD31.425 : RMB$1=NT$4.4980
Average exchange rate for the reporting period: US$1=NT$31.1784 : RMBS1=NT$4.3351
(iv) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In thousands of NTD)
| Name of purchaser/ie ller | Counter-party | Relation -ship | Transaction details | Transactions with terms different from others | Notes/Accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases /Sales | Amount | Percentage of total purchases/ sales | Credit terms | Unit price | Credit terms | Ending balance | Percentage of total notes/accounts receivable ( payable ) | ||||
| The Company | Nanyang | Note 2 | Sales | (14,326,744) | (31)% | 8 billion in credit and payment received right after shipment | - | - | 20,242 | 1% | |
| The Company | Chu-Yang | Note 2 | Sales | (282,088) | (1)% | Guarantee deposit 25,000 thousand and payment received in 2 days on a weekly settlement base | - | - | - | -% | |
| The Company | SIT | Note 2 | Sales | (1,575,376) | (3)% | Payment received 240 days after shipment | - | - | 828,305 | 36% | |
| The Company | SDE | Note 2 | Sales | (169,023) | -% | Payment received 180 days after shipment | - | - | 73,178 | 3% | |
| The Company | Xia Shing Motor | Note 2 | Sales | (509,920) | (1)% | Payment received 30 days after shipment, payment received 45 days after shipment of parts for warranty | - | - | 29,460 | 1% | |
| The Company | Jau Ryh | Note 2 | Sales | (348,571) | (1)% | Payment received 3 days after shipment | - | - | 3,361 | -% | |
| The Company | VMEPH | Note 2 | Sales | (264,940) | (1)% | Payment received 60 days after shipment | Note 5 | Note 5 | 78,361 | 3% | |
| The Company | SCB | Note 2 | Sales | (355,238) | (1)% | Payment received 270 days after shipment | - | - | 245,693 | 11% |
(Continued)
70
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
| Name of purchaser/seller | Counter-party | Relation ship | Transaction details | Transactions with terms different from others | Notes/Accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases /Sales | Amount | Percentage of total purchases/sales | Credit terms | Unit price | Credit terms | Ending balance | Percentage of total notes/accounts receivable (payable) | ||||
| The Company | Xia Shing Motor | Note 2 | Purchases | 3,862,495 | 12 % | The payment for goods before the 15th of the previous month is paid in the first ten days of the month, and the payment after the 16th of the previous month is paid in the last ten days of the month. | Note 5 | Note 5 | (296,426) | (9)% | - |
| The Company | TBM | Note 2 | Purchases | 633,314 | 2 % | Payment paid 45 days after acceptance | Note 5 | Note 5 | (78,954) | (2)% | |
| The Company | Youth Taisun | Note 2 | Purchases | 400,900 | 1 % | Payment paid 45 days after acceptance | - | - | (53,392) | (2)% | |
| The Company | VMEP | Note 2 | Purchases | 442,326 | 1 % | The payment for goods before the 15th of the previous month is paid in the first ten days of the month, and the payment after the 16th of the previous month is paid in the last ten days of the month. | Note 5 | Note 5 | (40,871) | (1)% | |
| The Company | Asterno Taichung Co., | Note 4 | Purchases | 876,808 | 3 % | Payment paid 45 days after acceptance | Note 5 | Note 5 | (115,546) | (4)% | |
| The Company | Zoeng Chang Industry Co., Ltd. | Note 2 | Purchases | 306,705 | 1 % | Payment paid 45 days after acceptance | - | - | (30,116) | (1)% | |
| Nanyang | Sunshine Auto-Lease | Note 2 | Sales | (452,706) | (2) % | Payment received right after shipment | - | - | 17,541 | 9% | |
| Nanyang | Jau Ryh | Note 2 | Sales | (301,131) | (2) % | Payment received 3-7 days after shipment | - | - | 18,282 | 9% | |
| Nanyang | The Company | Note 1 | Purchases | 14,326,744 | 91 % | It billion in credit and payment paid right after shipment | Note 5 | Note 5 | (20,242) | (8)% | |
| Nanyang | Shian Yang | Note 2 | Purchases | 138,686 | 1 % | Payment received 50 days after the end of the month | Note 5 | Note 5 | (28,746) | (11)% | |
| Chu-Yang | The Company | Note 1 | Purchases | 282,088 | 100 % | Guarantee deposit 25,000 thousand and payment paid in 2 days on a weekly settlement base | Note 5 | Note 5 | - | -% | |
| SIT | The Company | Note 1 | Purchases | 1,575,376 | 98 % | Payment paid 240 days after shipment | Note 5 | Note 5 | (828,305) | (86)% | |
| SDE | The Company | Note 1 | Purchases | 169,023 | 99 % | Payment paid 180 days after shipment | Note 5 | Note 5 | (73,178) | (100)% | |
| Xia Shing Trading | Sanyang Global | Note 3 | Sales | (421,152) | (13) % | Payment received 120 days after the end of the month | Note 5 | Note 5 | 29,207 | 35% | |
| Xia Shing Trading | Xia Shing Motor | Note 1 | Purchases | 2,709,175 | 91 % | Payment received 120 days after the end of the month | Note 5 | Note 5 | - | -% | |
| Xia Shing Motor | The Company | Note 1 | Sales | (3,862,495) | (33) % | The payment for goods before the 15th of the previous month is paid in the first ten days of the month, and the payment after the 16th of the previous month is received in the last ten days of the month. | Note 5 | Note 5 | 296,426 | 28% | |
| Xia Shing Motor | Xia Shing Trading | Note 2 | Sales | (2,709,175) | (23) % | Payment received 120 days after the end of the month | Note 5 | Note 5 | - | -% | |
| Xia Shing Motor | VMEPH | Note 3 | Sales | (283,330) | (2) % | Payment received 120 days after the end of the month | Note 5 | Note 5 | 106,731 | 10% | |
| Xia Shing Motor | Chin Zong | Note 3 | Sales | (200,912) | (2) % | Payment received 120 days after the end of the month | Note 5 | Note 5 | - | -% | |
| Xia Shing Motor | The Company | Note 1 | Purchases | 509,920 | 6 % | Payment received 30 days after shipment, payment paid 45 days after shipment of parts for warranty | Note 5 | Note 5 | (29,460) | (2)% | |
| Xia Shing Motor | XTBM | Note 3 | Purchases | 272,544 | 3 % | Payment paid 30 days after the end of the month | Note 5 | Note 5 | (21,565) | (2)% | |
| Xia Shing Motor | SCK | Note 3 | Purchases | 480,827 | 5 % | Payment paid 30 days after the end of the month | - | - | (17,162) | (1)% | |
| TBM | The Company | Note 1 | Sales | (633,314) | (91) % | Payment received 45 days after acceptance | Note 5 | Note 5 | 78,954 | 94% | |
| Youth Taisun | The Company | Note 1 | Sales | (400,900) | (96) % | Payment received 45 days after acceptance | - | - | 53,392 | 92% | |
| Sunshine Auto-Lease | Nanyang | Note 1 | Purchases | 452,706 | 44 % | Payment paid right after shipment | Note 5 | Note 5 | (17,541) | (32)% | |
| Jau Ryh | The Company | Note 1 | Purchases | 348,571 | 50 % | Payment paid 3 days after shipment | Note 5 | Note 5 | (3,361) | (14)% | |
| Jau Ryh | Nanyang | Note 1 | Purchases | 301,131 | 43 % | Payment paid 3 to 7 days after shipment | Note 5 | Note 5 | (18,282) | (75)% |
(Continued)
71
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
| Name of purchaser/seller | Counter-party | Relationship | Transaction details | Transactions with terms different from others | Notes/Accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases /Sales | Amount | Percentage of total purchases/sales | Credit terms | Unit price | Credit terms | Ending balance | Percentage of total notes/accounts receivable (payable) | ||||
| VMEP | The Company | Note 1 | Sales | (442,326) | (26)% | The payment for goods before the 15th of the previous month is paid in the first ten days of the month, and the payment after the 16th of the previous month is received in the last ten days of the month. - | Note 5 | Note 5 | 40,871 | 31% | - |
| VMEP | Sanyang Global | Note 3 | Purchases | 458,536 | 32% | Payment paid 60 days after shipment for December and 120 days after shipment for all other months | Note 5 | Note 5 | (47,897) | (37)% | |
| NOVA Design | The Company | Note 1 | Sales | (105,021) | (82)% | Payment received 30 days after acceptance | - | - | 16,213 | 92% | |
| Sanyang Global | VMEP | Note 3 | Sales | (458,536) | (77)% | Payment received 60 days after shipment for December and 120 days after shipment for all other months | Note 5 | Note 5 | 47,897 | 93% | |
| Sanyang Global | Xia Shing Trading | Note 3 | Purchases | 421,152 | 70% | Payment paid 120 days after the end of the month | Note 5 | Note 5 | (29,207) | (48)% | |
| XTBM | Xia Shing Motor | Note 3 | Sales | (272,544) | (87)% | Payment received 30 days after the end of the month | Note 5 | Note 5 | 21,565 | 88% | |
| VMEPH | The Company | Note 1 | Purchases | 264,940 | 46% | Payment paid 60 days after shipment | Note 5 | Note 5 | (78,361) | (42)% | |
| VMEPH | Xia Shing Motor | Note 3 | Purchases | 283,330 | 50% | Payment paid 120 days after the end of the month | Note 5 | Note 5 | (106,731) | (57)% | |
| Shian Yang | Nanyang | Note 1 | Sales | (138,686) | (31)% | Payment received 50 days after the end of the month | Note 5 | Note 5 | 28,746 | 31% | |
| SCK | Xia Shing Motor | Note 3 | Sales | (480,827) | (81)% | Payment received 30 days after the end of the month | - | - | 17,162 | 82% | |
| SCB | The Company | Note 1 | Purchases | 355,238 | 68% | Payment paid 270 days after shipment | Note 5 | Note 5 | (245,693) | (77)% | |
| Chin Zong | Xia Shing Motor | Note 3 | Purchases | 200,912 | 82% | Payment paid 120 days after the end of the month | Note 5 | Note 5 | - | -% |
Note 1: Investor company accounts for the Company using the equity method.
Note 2: Investee company accounted for using the equity method by the Company.
Note 3: Affiliate.
Note 4: The Company is the juristic director of the entity.
Note 5: There are no comparable transactions available.
(v) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In thousands of NTD/ foreign currency)
| Name of company | Counter-party | Relationship | Ending balance | Turnover rate | Overdue | Amounts received in the subsequent period | Loss allowance | ||
|---|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | ||||||||
| The Company | SIT | Subsidiaries | 828,305 | 2.12 | - | - | 114,905 | - | |
| (EUR | 22,453 | (EUR | 3,115 | ||||||
| The Company | SCB | Subsidiaries | 245,693 | 2.19 | - | - | 43,096 | - | |
| (USD | 7,818 | - | - | ||||||
| Xia Shing Motor | The Company | The parent company of the Group | 296,426 | 12.28 | - | - | 247,315 | - | |
| (USD | 9,433 | (USD | 7,870 | ||||||
| Xia Shing Motor | VMEPH | Fellow subsidiary | 106,731 | 5.31 | 2.453 | overdue notice | 37,723 | - | |
| (USD | 3,396 | (USD | 78) | (USD | 1,200 | ||||
| SCK | Yangzhou Tairun Hotel Co., Ltd. | Associates of the Group | 112,450 | Not applicable | - | - | - | - | |
| (CNY | 25,000 | ||||||||
| Nova Shanghai | Yangzhou Tairun Hotel Co., Ltd. | Associates of the Group | 112,450 | Not applicable | - | - | - | - | |
| (CNY | 25,000 |
(Continued)
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(2) Information on investees:
The following is the information on investees for the year ended December 31, 2025 (excluding information on investees in Mainland China):
(In thousands of NTD/ In thousands of shares)
| Name of investor | Name of investee | Location | Main business and products | Original investment amount | Ending balance | Net income (losses) of investee | Investment income (losses) recognized for the period | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Shares (in thousands) | Percentage of ownership | Carrying value | |||||||
| The Company | Shan Young | Taiwan | Real estate development and management | 4,843,889 | 4,843,889 | 771,433 | 100.00% | 8,565,595 | 573,444 | 573,444 | Note 1 |
| Youth Taisun | Taiwan | Manufacturing of automobiles, scooters and their parts | 179,659 | 179,659 | 18,093 | 100.00% | 235,761 | 15,635 | 15,635 | × | |
| × | Chu Yang | Taiwan | Sale of scooters and its parts | 29,000 | 29,000 | 2,900 | 100.00% | 61,337 | 13,760 | 13,760 | × |
| × | Nanyang | Taiwan | Distribution, repair, and maintenance of automobiles and its parts | 837,572 | 837,572 | 179,283 | 89.78% | 4,296,343 | 1,014,430 | 897,581 | × |
| × | NOVA Design | Taiwan | Product design | 195,492 | 195,492 | 19,080 | 100.00% | 184,222 | (20,319) | (20,319) | × |
| × | Sunshine Auto-Lease | Taiwan | Passenger car rental and leasing | 35,178 | 35,178 | 9,208 | 16.27% | 110,358 | 34,983 | 5,692 | × |
| × | Ching Ta | Taiwan | Investment activities | 785,609 | 785,609 | 125,331 | 99.66% | 1,455,394 | 31,213 | 28,136 | × |
| × | Profit Source | Samoa | Investment shareholding company | 867,759 | 867,759 | - | 100.00% | 4,130,953 | 51,848 | 51,848 | × |
| × | SDE | Germany | Sale of scooters and its parts | 122,713 | 122,713 | - | 100.00% | 107,969 | (396) | (396) | × |
| × | SYI | Samoa | Investment shareholding company | 3,662,936 | 3,662,936 | - | 100.00% | 11,224,943 | 1,329,901 | 1,329,901 | × |
| × | SIT | Italy | Sale of scooters and its parts | 179,915 | 179,915 | - | 100.00% | 331,982 | 49,435 | 49,435 | × |
| × | APh | Taiwan | Investment shareholding company | 3,300,512 | 2,800,512 | 238,871 | 74.18% | 2,165,114 | (221,703) | (177,096) | × |
| × | SCB | Colombia | Sale of scooters and its parts | 91,466 | 91,466 | 100 | 100.00% | 39,798 | 61,527 | 61,527 | × |
| × | Yi Young Co., Ltd. | Taiwan | Waste management industry | 280,000 | 280,000 | 28,000 | 100.00% | 280,515 | 421 | 421 | × |
| × | Chiao Song Health | Taiwan | Elderly Residence | 6,000 | 6,000 | 600 | 60.00% | 5,774 | (360) | (217) | × |
| Shan Young | Taiwan Tea Co., Ltd. | Taiwan | Sale of tea, real estate transactions, including planning and development | 3,982,033 | 3,982,033 | 223,640 | 28.31% | 4,763,082 | (126,733) | Disclosure not required | × |
| × | Vista Hill Environmental | Taiwan | Waste management industry | 95,928 | 95,928 | 9,593 | 70.95% | 96,298 | 314 | × | × |
| APh | APh ePower Co., Ltd. | Taiwan | Research, manufacturing, and sales of aluminum battery-related energy products, renewable energy sources | 3,253,900 | 2,753,900 | 321,033 | 100.00% | 2,592,424 | (221,625) | × | × |
| Taiwan Tea Co., Ltd. | Chiao Song Health | Taiwan | Elderly Residence | 4,000 | - | 400 | 40.00% | 3,850 | (360) | × | × |
| × | Chanshuo CO., LTD. | Taiwan | Other amusement and recreation Activities | 1,000 | - | 100 | 4.35% | 1,038 | 810 | × | Note 2 |
| Nanyang | Sunshine Auto-Lease | Taiwan | Passenger car rental and leasing | 91,926 | 91,926 | 34,792 | 61.46% | 393,289 | 34,983 | × | Note 1 |
| × | Li Yang | Taiwan | Repair of automobiles and sale of automobile parts | 31,317 | 31,317 | 3,000 | 100.00% | 64,173 | 31,022 | × | × |
| × | Nanyang Insurance Agent | Taiwan | Property insurance agency business | 58,271 | 58,271 | 4,387 | 93.31% | 82,472 | 18,376 | × | × |
| × | NY Samoa | Samoa | Investment shareholding company | 328,517 | 328,517 | - | 100.00% | 102,307 | (229) | × | × |
| × | Jue Ryh | Taiwan | Distribution, repair, and maintenance of automobiles and parts | 64,328 | 34,328 | 5,993 | 100.00% | 77,636 | 2,473 | × | × |
| × | Shian Yang | Taiwan | Repair of automobiles and sale of automobile parts | 54,375 | 54,375 | 4,740 | 100.00% | 151,332 | 77,605 | × | × |
| × | Chuanyang Industrial Co., Ltd. | Taiwan | Retails of automobiles and parts | 25,000 | 25,000 | 2,500 | 100.00% | 25,183 | 202 | × | × |
| NOVA Design | NOVA Samoa | Samoa | Investment shareholding company | 86,500 | 86,500 | - | 42.30% | 65,253 | (1) | × | × |
| Ching Ta | TBM | Taiwan | Manufacturing, processing and sale of scooter parts | 179,500 | 179,500 | 12,868 | 55.00% | 184,069 | 43,644 | Disclosure not required | Note 1 |
| × | Sunshine Auto-Lease | Taiwan | Passenger car rental and leasing | 19,680 | 19,680 | 11,955 | 21.12% | 143,255 | 34,983 | × | × |
| × | NOVA Samoa | Samoa | Investment shareholding company | 113,002 | 113,002 | - | 57.70% | 89,010 | (1) | × | × |
| × | Zoeng Chang Industry Co., Ltd. | Taiwan | Manufacturing, processing and sale of scooter parts | 33,200 | 33,200 | 9,020 | 40.00% | 333,083 | 15,732 | × | Note 2 |
| × | Qing Zhao Investment Co., Ltd. | Taiwan | Investment activities | 96,000 | 96,000 | 9,600 | 29.29% | 32,366 | (29,147) | × | × |
| × | Winner RV Ltd. | Taiwan | Sale, manufacturing and design services of camping trailers and recreational vehicles | 100,000 | 100,000 | 5,000 | 20.63% | 60,927 | (25,752) | × | × |
| × | HE XU International Co., Ltd. | Taiwan | Leisure and recreation venue industry | 45,000 | 45,000 | 4,500 | 30.00% | 30,890 | (22,473) | × | × |
| × | Chanshuo CO., LTD. | Taiwan | Other amusement and recreation Activities | 8,200 | 8,200 | 820 | 35.65% | 7,627 | 810 | × | × |
| × | Dynamic Motor Technology | Taiwan | Manufacture of Electronic Parts and Components | 6,120 | 6,120 | 612 | 51.00% | 4,166 | 109 | × | Note 1 |
(Continued)
73
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
| Name of investor | Name of investee | Location | Main business and products | Original investment amount | Ending balance | Net income (losses) of investee | Investment income (losses) recognized for the period | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Shares (in thousands) | Percentage of ownership | Carrying value | |||||||
| Ching Ta | Seknova Biotechnology Co., Ltd. | Taiwan | Research, development, and sale of medical instruments for detecting human physiological parameters and related business. | 39,954 | - | 11,415 | 32.72% | 36,107 | (11,759) | × | Note 2 |
| Profit Source | Chong Hing | British Virgin Islands | Investment shareholding company | 813,216 | 813,216 | - | 100.00% | 4,130,953 | 51,848 | × | Note 1 |
| (USD25,878) | (USD25,878) | (USD131,454) | (USD1,663) | ||||||||
| SYI | Cosmos | British Virgin Islands | Investment shareholding company | 415,614 | 415,614 | - | 100.00% | 564,220 | 31,836 | × | × |
| (USD13,226) | (USD13,226) | (USD17,954) | (USD1,021) | ||||||||
| × | VMEPH | Cayman Islands | Investment shareholding company | 3,110,572 | 3,110,572 | 608,818 | 67.07% | 1,016,152 | 135,911 | × | × |
| (USD98,984) | (USD98,984) | (USD32,336) | (USD4,359) | ||||||||
| × | NEW PATH | Samoa | Investment shareholding company | 289,323 | 289,323 | - | 100.00% | 641,538 | 9,690 | × | × |
| (USD9,207) | (USD9,207) | (USD20,415) | (USD311) | ||||||||
| × | PIL | British Virgin Islands | Investment shareholding company | 434,796 | 434,796 | - | 100.00% | 6,180,526 | 1,078,280 | × | × |
| (USD13,836) | (USD13,836) | (USD196,675) | (USD34,584) | ||||||||
| × | Sun Goal | Samoa | Investment shareholding company | 274,366 | 274,366 | - | 100.00% | 244,928 | 13,820 | × | × |
| (USD8,731) | (USD8,731) | (USD7,794) | (USD443) | ||||||||
| TBM | TBM BVI | British Virgin Islands | Investment shareholding company | 147,035 | 147,035 | - | 100.00% | 166,044 | 17,950 | × | × |
| × | VTBM | Vietnam | Manufacturing, processing and sale of scooter parts | 23,926 | 23,926 | - | 69.00% | 37,625 | 4,777 | × | × |
| VMEPH | Chin Zong | Taiwan | Wholesale and retail of scooters and its parts | 45,000 | 45,000 | 4,500 | 100.00% | 122,073 | 9,387 | × | × |
| × | VMEP | Vietnam | Manufacturing and sale of scooters and its parts | 5,214,445 | 5,214,445 | - | 100.00% | 1,383,167 | 131,621 | × | × |
| (USD165,933) | (USD165,933) | (USD44,015) | (USD4,222) | ||||||||
| VMEP | VCFP | Vietnam | Manufacturing of scooter parts, etc | 141,413 | 141,413 | - | 100.00% | 159,011 | 16,904 | × | × |
| (USD4,500) | (USD4,500) | (USD5,060) | (USD542) | ||||||||
| × | VTBM | Vietnam | Manufacturing, processing and sale of scooter parts | 14,613 | 14,613 | - | 31.00% | 16,976 | 4,777 | × | × |
| (USD465) | (USD465) | (USD540) | (USD152) | ||||||||
| × | Dinh Duong | Vietnam | Sale of scooters and real estate development, etc. | 226,669 | 226,669 | - | 99.94% | 207,804 | 5,506 | × | × |
| (USD7,213) | (USD7,213) | (USD6,613) | (USD177) |
Note 1: Subsidiary included in the consolidated financial statements.
Note 2: Associate of the Group.
(Continued)
74
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
(3) Information on investment in Mainland China:
(i) The names of investees in Mainland China, the main businesses, and other information:
(In thousands of NTD/ In thousands of shares)
| Name of investee | Main business and products | Total amount of paid-in capital | Method of invest-ment | Accumulated outflow of investment from Taiwan as of January 1, 2025 | Investment flows | Accumulated outflow of investment from Taiwan as of December 31, 2025 | Net income (losses) of the investee | Percentage of ownership | Investment income (losses) recognized | Carrying value | Accumulated remittance of earnings in current period | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Xia Sting Motor | Manufacturing and sale of scooters and its parts | 722,775 (USD23,000) | (2)1 | 434,796 (USD13,836) | - | - | 434,796 (USD13,836) | 1,406,400 (USD45,108) | 76.67% | 1,078,287 (USD34,584) | 6,179,324 (USD196,637) | - |
| Xia Sting Trading | Wholesale and retails of scooter parts and components | 13,494 (CNY3,000) | (3)1 | - | - | - | - | 12,236 (CNY2,823) | 76.67% | Note 2 | 80,748 (CNY17,952) | - |
| Xiamen Qungeng | Manufacturing and sale of scooter parts | 134,941 (CNY30,000) | (3)1 | - | - | - | - | (8,572) (CNY11,977) | 39.10% | Note 2 | 49,286 (CNY10,957) | - |
| SCK | Manufacturing and sale of scooter parts | 1,038,282 (USD33,040) | (2)1 | 729,877 (USD23,226) | - | - | 729,877 (USD23,226) | 45,657 (USD1,464) | 100.00% | 45,657 (USD1,464) | 809,146 (USD25,748) | - |
| Xiamen King Long United Automotive Industry Co., Ltd | Assembling and manufacturing of automobile and its parts | (Note 1) | (2)1 | 1,121,935 (USD35,702) | - | - | 1,121,935 (USD35,702) | - | - | - | - | 550,723 (USD17,525) |
| Sanyang Global | Scooter parts and molds development and wholesale | 282,825 (USD9,000) | (2)1 | 282,825 (USD9,000) | - | - | 282,825 (USD9,000) | 9,440 (USD303) | 100.00% | 9,440 (USD303) | 634,809 (USD20,201) | - |
| Chongqing Kuayue Group Co., Ltd | Developing, manufacturing, selling engine of automobile and its parts | 47,357 (USD1,507) | (1) | 14,204 (USD452) | - | - | 14,204 (USD452) | - | 30.00% | - | - | - |
| NOVA Shanghai. | Industrial products design | 408,598 (USD13,002) | (2)2 | 361,733 (USD11,511) | - | - | 361,733 (USD11,511) | (612) (USD(20)) | 100.00% | (612) (USD(20)) | 311,939 (USD9,926) | - |
| XTBM | Manufacturing, processing and sale of scooter parts | 138,313 (USD4,401) | (2)3 | 138,313 (USD4,401) | - | - | 138,313 (USD4,401) | 16,655 (USD534) | 54.81% | 9,129 (USD293) | 70,560 (USD2,245) | - |
| GTBM | Manufacturing, processing and sale of scooter parts | (Note 1) | (2)3 | 21,935 (USD698) | - | - | 21,935 (USD698) | - | - | - | - | - |
| Su Zhou Hui Ying | Retail of automobiles and its parts | (Note 1) | (2)4 | 194,866 (USD6,201) | - | - | 194,866 (USD6,201) | - | - | - | - | - |
| Chang Zhou Nan Yang | Retail of automobiles and its parts | 127,271 (USD4,050) | (2)4 | 127,271 (USD4,050) | - | - | 127,271 (USD4,050) | (229) (USD(7)) | 89.78% | (206) (USD(7)) | 91,852 (USD2,923) | - |
| Yangzhou Yangrun Hotel Co., Ltd. | Developing, leasing, and selling real estate and hotel | 157,125 (USD5,000) | (2)5 | 157,125 (USD5,000) | - | - | 157,125 (USD5,000) | (659) (USD(21)) | 29.19% | (192) (USD(6)) | 51,485 (USD1,638) | - |
| Yangzhou Tairun Hotel Co., Ltd. | Developing, leasing, and selling real estate and hotel | 157,125 (USD5,000) | (2)5 | - | - | - | - | (27,865) (USD(894)) | 29.19% | (8,134) (USD(261)) | (26,632) (USD(847)) | - |
| Yangrun Property Management Co., Ltd. | Residential estate management, building repairing, and sale of construction materials and daily necessities | 2,249 (CNY500) | (2)6 | - | - | - | - | - | 29.19% | - | 2,241 (CNY498) | - |
Note 1: The investees in Mainland China have been liquidated, sold, or deregistered, but have not yet applied to the Ministry of Economic Affairs' Investment Commission for deregistration of investment as follows:
(1) The Group disposed its investment in Xiamen King Long United Automotive Industry Co., Ltd in the year of 2018, and the proceeds from the disposal (including accumulated investment amount) was remitted to Chong Hing, the investment shareholding company of the disposed investee company.
(2) The Group disposed its investment in GTBM on July 31, 2019, and the proceeds from the disposal (including accumulated investment amount) was remitted to TBM BVL the investment shareholding company of the disposed investee company.
(3) The Company was approved by Investment Commission, MOEA (Permit No. 09900323700) for the investment of US$7,400 thousand in Su Zhou Hui Ying Motor Sales and Service Co., Ltd. on August 17, 2010. The Company was approved by Investment Commission, MOEA (Permit No. 10100039390) for the investment of US$2,200 thousand in Su Zhou Hui Ying Motor Sales and Service Co., Ltd. on February 10, 2012. The liquidation of Su Zhou Hui Ying Motor Sales and Service Co., Ltd. has been completed on May 10, 2021 and Investment Commission, MOEA (Permit No. 11000177800) approved the withdrawal of the investment of US$3,399 thousand on August 3, 2021.
(Continued)
75
SANYANG MOTOR CO., LTD.
Notes to the Financial Statements
Note 2: (1) The Company set up company in Mainland China to invest in the investee in Mainland China, does not require application to the Investment Commission
(2) Net income was recognized in Xia Shing Motor.
(ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2025 | Investment Amounts Authorized by Investment Commission, MOEA | Upper Limit on Investment |
|---|---|---|
| 2,690,860 | ||
| (USD85,628) | 3,672,326 | |
| (USD116,860) | 25,381,307 |
Note 1: The method of investment is classified into the following three types:
(1) Through company in the third region to transfer money to invest in the investee in Mainland China.
(2) Through setting up company in the third region to invest in the investee in Mainland China.
1. The Company set up company in the third region to invest in the investee in Mainland China.
2. NOVA Design set up company in the third region to invest in the investee in Mainland China.
3. TBM set up company in the third region to invest in the investee in Mainland China.
4. Nanyang set up company in the third region to invest in the investee in Mainland China.
5. Qing Zhao Investment Co., Ltd. set up company in the third region to invest in the investee in Mainland China.
6. Split-up of Yang Zhou Tai Run Hotel Co., Ltd.
(3) Through investing company in Mainland China to invest in the investee in Mainland China.
Note 2: The investment income(losses) was recognized based on the investee company’s financial reports audited by international accounting firm which collaborated with the Company’s audit team or certified public accountants of R.O.C..
Note 3: In accordance with Principles for the review of investment or technical cooperation in the Mainland China issued by Investment Commission, MOEA, the limit on investment in Mainland China is the higher of 60% of the Company’s or the Group’s equity.
Note 4: If the investment was invested in foreign currency, the amount stated above had been converted into New Taiwan Dollar based on the following exchange rates:
Exchange rate on the reporting date: USD1=NTD31.425 ; CNY1=NTD4.4980
Average exchange rate for the reporting period: USD1=NTD31.1784 ; CNY1=NTD4.3351
(iii) Significant transactions:
For the direct or indirect significant transactions between the Company and its investees in Mainland China during the year of 2025, please refer to “Information on significant transaction”.
14. Segment information:
Please refer to the consolidated financial statements for the year ended December 31, 2025.
(Continued)
76
Sanyang Motor Co., Ltd.
Statement of Cash and cash equivalent
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount |
|---|---|---|
| Petty cash | TWD : 245,000 | $ 245 |
| Bank deposits | TWD : 1,997,222,439 | 2,472,924 |
| USD : 13,105,138.62 | ||
| EUR : 1,664,202.07 | ||
| JPY : 12,353,846 | ||
| $ 2,473,169 |
Note : Exchange rate at balance sheet date are as follows :
USD : 31.4250
EUR : 36.8900
JPY : 0.2008
77
Sanyang Motor Co., Ltd.
Statement of inventories
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Amount | ||
|---|---|---|---|
| Cost | Net Realizable Value | Note | |
| Finished goods | $ 1,578,952 | 1,674,754 | |
| Work in progress | 27,978 | 27,978 | |
| Raw materials | 1,683,668 | 1,965,830 | |
| Consumables | 8,198 | 8,198 | |
| Inventories in transit | 1,092,846 | 1,092,846 | |
| Total | 4,391,642 | 4,769,606 | |
| Less: Allowance for inventory market price decline and obsolescence | (90,354) | ||
| Net | $ 4,301,288 |
78
Sanyang Motor Co., Ltd.
Statement of changes in investments accounted for using equity method
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Name of Investee | Beginning Balance | Additions | Deduction | Investment income (losses) | Exchange differences on translation of foreign financial statements | Others | Ending Balance | Amount | Market Value or Net Assets Value | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Percentage of Ownership | Unit Price | Total Amount | |||||
| Shan Young Assets Management Co., Ltd. | 771,433 | $ 7,981,125 | - | - | - | - | 573,444 | - | 11,026 | 771,433 | 100.00% | 8,565,595 | - | 8,565,595 |
| Youth Taisen Co., Ltd. | 18,093 | 233,418 | - | - | - | 12,059 | 15,635 | - | (1,233) | 18,093 | 100.00% | 235,761 | - | 235,761 |
| Chu Yang Motor Co., Ltd. | 2,900 | 60,715 | - | - | - | 13,891 | 13,760 | - | 753 | 2,900 | 100.00% | 61,337 | - | 63,213 |
| Nanyang Industries Co., Ltd. | 179,283 | 3,821,616 | - | - | - | 448,209 | 897,581 | 443 | 24,912 | 179,283 | 89.78% | 4,296,343 | - | 4,535,917 |
| NOVA Design Co., Ltd. | 19,080 | 211,315 | - | - | - | 6,794 | (20,319) | (381) | 401 | 19,080 | 100.00% | 184,222 | - | 184,222 |
| SUNSHINE AUTO LEASE Co., Ltd. | 8,655 | 104,666 | 553 | - | - | - | 5,692 | - | - | 9,208 | 16.27% | 110,358 | - | 110,358 |
| Ching Ta Investment Co., Ltd. | 122,401 | 1,402,574 | 2,929 | - | - | - | 28,136 | 3,980 | 20,704 | 125,330 | 99.66% | 1,455,394 | - | 1,428,525 |
| Aph Co., Ltd. | 205,537 | 2,561,027 | 33,333 | 500,000 | - | 667,438 | (177,096) | - | (51,379) | 238,870 | 74.18% | 2,165,114 | - | 1,933,673 |
| Yi Young Co., Ltd. | 28,000 | 280,944 | - | - | - | 850 | 421 | - | - | 28,000 | 100.00% | 280,515 | - | 280,515 |
| Chiao Song Health Co., Ltd. | 600 | 5,991 | - | - | - | - | (217) | - | - | 600 | 60.00% | 5,774 | - | 5,774 |
| Profit Source Investment Ltd.(Samos) | - | 4,057,213 | - | - | - | - | 51,848 | 21,892 | - | - | 100.00% | 4,130,953 | - | 4,130,953 |
| Sanyang Deutschland GmbH | - | 98,780 | - | - | - | - | (396) | 9,289 | 296 | - | 100.00% | 107,969 | - | 124,000 |
| SY International Ltd. | - | 10,012,858 | - | - | - | - | 1,329,901 | (96,710) | (21,106) | - | 100.00% | 11,224,943 | - | 11,224,109 |
| SY Italia S.r.l | - | 271,911 | - | - | - | - | 49,435 | 32,439 | (21,803) | - | 100.00% | 331,982 | - | 453,363 |
| Sanyang Motor Colombia S.A.S | 100 | (24,395) | - | - | - | - | 61,527 | 2,666 | - | 100 | 100.00% | 39,798 | - | 39,798 |
| Total | $ 31,079,758 | 500,000 | 1,149,241 | 2,829,352 | (26,382) | (37,429) | 33,196,058 |
Note 1: The amount is net of accumulated impairment.
Note 2: The additions were due to cash capital increase. The deductions were due to receipt of cash dividends $481,803 thousand and impairment losses on investment in Aph Co., Ltd. $667,438 thousand.
Note 3: Others were due to adjustment of retained earnings $(50,762) thousand, unrealized gains (losses) on financial assets measured at fair value through other comprehensive income $13,431 thousand, unrealized profit from sales $(18,163) thousand, capital surplus $15,528 thousand and share of actual gains (losses) of the investee company's defined benefits obligations $2,537 thousand.
79
Sanyang Motor Co., Ltd.
Statement of changes in property, plant and equipment
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan dollars)
Please refer to Note 6(7) for the regarding information.
Statement of changes in investment property
Please refer to Note 6(8) for the regarding information.
80
Sanyang Motor Co., Ltd.
Statement of short-term borrowings
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Loan Type | Lender | Ending Balance | Financing Period | Interest Rates | Credit Line | Collateral |
|---|---|---|---|---|---|---|
| Letters of credit | ChangHwa Bank, Songshan Branch (A) | $ 164,922 | 2025.9.8~2026.6.1 | 1.8000% | 2,000,000 | The land and buildings located at Neihu District, Taipei City and Xinfeng Township, Hsinchu County |
| Unsecured bank loans | First Bank, Songshan Branch | 500,000 | 2025.10.21~2026.2.24 | 1.7890% | 1,200,000 | None |
| 〃 | DBS Bank, Nanjing East Road Branch | 300,000 | 2025.11.21~2026.1.21 | 1.7800% | 471,375 | 〃 |
| 〃 | Cathay United Bank Nanking East Road Branch | 300,000 | 2025.10.9~2026.1.9 | 1.8000% | 314,250 | 〃 |
| 〃 | Export Import Bank of R.O.C., Hsinchu Branch | 300,000 | 2025.9.2~2026.9.2 | 1.7949% | 300,000 | 〃 |
| 〃 | E.SUN Commercial Bank, Liujia Branch | 500,000 | 2025.11.26~2026.2.26 | 1.7800% | 600,000 | 〃 |
| Secured bank loans | ChangHwa Bank, Songshan Branch | 1,100,000 | 2025.11.3~2026.11.3 | 1.7350% | Shared credit line with (A) | The land and buildings located at Neihu District, Taipei City and Xinfeng Township, Hsinchu County |
| 〃 | YuanTa Bank, City Branch | 1,000,000 | 2025.11.4~2026.2.2 | 1.7500% | 1,000,000 | The land and buildings located at southern District, Tainan City. |
| 〃 | Bank of Taiwan, Beida Rd. Branch | 200,000 | 2025.12.23~2026.6.18 | 1.8000% | 370,000 | The land and buildings located at Zhongli District, Taoyuan City |
| 〃 | HuaNan Bank, Songshan Branch | 1,200,000 | 2025.12.8~2026.1.8 | 1.7800% | 2,000,000 | The land and buildings located at Xinzhuang District, New Taipei City, and the land and buildings of the subsidiary, Shan Young, located at Neihu District, Taipei City |
$ 5,564,922
81
Sanyang Motor Co., Ltd.
Statement of account payables
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Vendor Name | Description | Amount | Note |
|---|---|---|---|
| Non-related parties | |||
| A Company | Purchase | $ 642,215 | |
| B Company | " | 133,387 | |
| Others | " | 1,791,822 | Each of the items was less than 5% of the account balance |
| Total | $ 2,567,424 |
82
Sanyang Motor Co., Ltd.
Statement of long-term borrowings
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Lender | Loan Type | Financing Period | Interest rates | Ending Balance | Collateral |
|---|---|---|---|---|---|
| Export Import Bank of R.O.C., Hsinchu Branch | Credit line $500,000 thousand | 2025.8~2027.8 The loan may be appropriated but cannot be revolved (two-year loan) | 1.8055% | $ 500,000 | None |
| First Bank, Songshan Branch | Credit line $500,000 thousand | 2025.10~2026.1 The loan may be appropriated and revolved (three-year loan) | 1.8930% | 500,000 | " |
| YuanTa Bank, City Branch | Credit line of secured loans $1,200,000 thousand | 2025.11~2026.3 The loan may be appropriated and revolved (three-year loan) | 1.7700% | 1,200,000 | The land and buildings of the subsidiary, Shan Young, located at Neihu District, Taipei City |
| YuanTa Bank, City Branch | Credit line of secured loans $700,000 thousand | 2025.12~2026.3 The loan may be appropriated and revolved (three-year loan) | 1.7700% | 700,000 | The land and buildings located at Zhubei City, Hsinchu County, and Gangshan District, Kaohsiung City. |
| Agribank, Hsinchu Branch | Credit line of secured loans 700,000 thousand | 2025.3~2028.3 The loan may be appropriated and revolved (three-year loan) | 1.7950% | 700,000 | The land and buildings located at Neihu District, Taipei City |
| Taiwan Cooperative Bank, Songshan Branch | Credit line of secured loans $900,000 thousand | 2024.8~2027.5 The loan may be appropriated and revolved (three-year loan) | 1.8850% | 900,000 | The land and buildings of the subsidiary, Shan Young, located at Neihu District, Taipei City |
| Taiwan Cooperative Bank, Songshan Branch | Credit line of secured loans $2,000,000 thousand | 2024.12~2027.11 The loan may be appropriated and revolved (three-year loan) | 1.8850% | 2,000,000 | " |
| ChangHwa Bank, Songshan Branch | Credit line of secured loans $1,000,000 thousand | 2025.7~2028.7 The loan may be appropriated and revolved (three-year loan) | 1.8800% | 1,000,000 | " |
| Land Bank of Taiwan, Hsingong Branch | Credit line of secured loans, part A: $1,000,000 thousand | 2023.9~2028.9 The loan may be appropriated but cannot be revolved (five-year loan) | 1.8900% | 1,000,000 | The land and buildings located at HuKou Township, Hsinchu County |
| Land Bank of Taiwan, Hsingong Branch | Credit line of secured loans, part B: $1,000,000 thousand | 2025.5~2028.9 The loan may be appropriated and revolved (five-year loan) | 1.8900% | 1,000,000 | " |
| Bank of Taiwan, Beida Rd. Branch | Credit line of secured loans $647,000 thousand | 2025.12~2030.12 The loan may be one-time appropriated but cannot be revolved (five-year loan) | 1.8500% | 647,000 | " |
| HuaNan Bank, Songshan Branch | Credit line of secured loans $600,000 thousand | 2025.7~2026.1 The loan may be appropriated and revolved (five-year loan) | 1.8700% | 600,000 | The land and buildings of the subsidiary, Shan Young, located at Neihu District, Taipei City |
| Agribank, Hsinchu Branch | Credit line of secured loans $2,000,000 thousand | 2021.6~2028.6 The loan may be appropriated but cannot be revolved (seven-year loan) | 1.8420% | 1,820,000 | The land and buildings located at HuKou Township, Hsinchu County |
| Subtotal | 12,567,000 | ||||
| Less: Current portion | 405,000 | ||||
| Total | $ 12,162,000 |
83
Sanyang Motor Co., Ltd.
Statement of operating revenue
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount | Note |
|---|---|---|---|
| Automobiles | 18,984 units | $ 17,113,510 | |
| Scooters | 436,708 units | 25,908,932 | |
| Engines and spare parts | 3,334,751 | ||
| Total sales | 46,357,193 | ||
| Less: Sales discounts and returns | (221,585) | ||
| Net sales | 46,135,608 | ||
| Revenues from technical services | 217,700 | ||
| Other revenues | 78,266 | ||
| Net operating revenues | $ 46,431,574 |
84
Sanyang Motor Co., Ltd.
Statement of operating costs
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Raw materials | |
| Beginning inventories | $ 2,284,696 |
| Add : Purchases | 31,331,670 |
| Gain on physical inventories | 104 |
| Less : Non-manufacturing requisitions | (49,379) |
| Disposals | (10,383) |
| Ending inventories | (2,784,712) |
| Usage | 30,771,996 |
| Direct labor | 1,045,877 |
| Manufacturing expenses | 2,290,895 |
| Manufacturing costs | 34,108,768 |
| Add : Beginning work in process | 37,733 |
| Less : Ending work in process | (27,978) |
| Costs of Goods manufactured | 34,118,523 |
| Add : Beginning finished goods | 982,220 |
| Purchases | 2,126,456 |
| Less : Ending finished goods | (1,578,952) |
| Others | (46,847) |
| Manufacturing costs | 35,601,400 |
| Revenues from sale of scraps | (47,372) |
| Gain on physical inventories | (104) |
| Disposals | 10,383 |
| Loss on inventory market price decline and obsolescence | 3,426 |
| Cost of goods sold | 35,567,733 |
| Cost of technical services | 138,705 |
| Warranty expenses | 225,425 |
| Commodity tax | 4,565,140 |
| Operating costs | $ 40,497,003 |
85
Sanyang Motor Co., Ltd.
Statement of selling expenses
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Recycling and clearing expenses | $ 289,794 |
| Salary expenses | 245,474 |
| Advertising expenses | 187,177 |
| Others (Each of the items was less than 5% of the account balance) | 197,517 |
| Total | $ 919,962 |
Statement of administrative expenses
| Item | Amount |
|---|---|
| Salary expenses | $ 512,879 |
| Depreciation | 76,279 |
| Others (Each of the items was less than 5% of the account balance) | 394,034 |
| Total | $ 983,192 |
Statement of research and development expenses
| Item | Amount |
|---|---|
| Salary expenses | $ 531,911 |
| Consumables | 147,400 |
| Outsourced research and development expenses | 61,637 |
| Others (Each of the items was less than 5% of the account balance) | 307,919 |
| Total | $ 1,048,867 |
86
Sanyang Motor Co., Ltd.
Statement of other gains and losses
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6(19) for the regarding information.
Statement of finance costs
Please refer to Note 6(19) for the regarding information.