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TAINAN — Audit Report / Information 2025
Apr 13, 2026
51830_rns_2026-04-13_04a956f3-e4ad-4971-af14-5b8d2d80ac8e.pdf
Audit Report / Information
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2025 AND 2024
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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TAINAN ENTERPRISES CO., LTD.
Declaration of Consolidated Financial Statements of Affiliated Enterprises
For the year ended December 31, 2025, pursuant to Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, the companies that are required to be included in the consolidated financial statements of affiliates, are the same as the company required to be included in the consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard 10 that came into effect as endorsed by the Financial Supervisory Commission. Additionally, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.
Hereby declare,
Tainan Enterprises Co., Ltd. March 6, 2026
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Tainan Enterprises Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Tainan Enterprises Co., Ltd. and its subsidiaries (the “Group”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these
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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 for our opinion.
Key audit matter
Key audit matter is the matter that, in our professional judgement, was of most significance in our audit of the Group’s 2025 consolidated financial statements. This matter was addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on this matter.
Key audit matter for the Group’s 2025 consolidated financial statements is stated as follows:
Cut-off of operating revenue from export sales
Description
Refer to Note 4(29) for accounting policies on operating revenue and Notes 6(22) and 14(6) for details of revenue. Export sales comprise a significant portion of the Group’s revenues, which are recognized based on the terms and conditions of the transaction agreed with the customer. As the revenue recognition process involves manual process and judgements, there exists a risk of material misstatement that may arise from improper timing in revenue recognition for transactions that occur near the balance sheet date. Thus, we considered the cut-off of operating revenue from export sales a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
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Obtained an understanding and assessed the accounting policies on revenue recognition.
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Confirmed the completeness of the sales revenue transaction details of the export sales for a certain period before or after the balance sheet date and performed cut-off tests on a sampling basis to inspect the supporting documents (including confirming transaction
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conditions, checking orders, shipping documents, export declarations and bills of lading, etc.) to ascertain whether sales revenue was recognized in the proper period.
Other matter – Reports of other auditors
We did not audit the financial statements of certain investments accounted for under equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under equity method amounted to NT$79,494 thousand and NT$96,357 thousand, constituting 1% and 2% of the consolidated total assets as of December 31, 2025 and 2024, respectively, and the comprehensive income recognized from associates and joint ventures accounted for under equity method amounted to (NT$13,122) thousand and NT$16,438 thousand, constituting 26% and 3% of the consolidated total comprehensive income for the years then ended, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion with an Other matter section on the parent company only financial statements of Tainan Enterprises Co., Ltd. as of and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
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whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but 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 consolidated 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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
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significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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.
Tien, Chung-Yu
Independent Accountants
Hsu, Huei-Yu
PricewaterhouseCoopers, Taiwan
Republic of China March 6, 2026
------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) 6(3) 6(29) 6(4) 5(2) and 6(5) 6(6) 6(2) 6(7) 6(8) 6(9) 6(11) 6(12)(13) 6(29) 6(8)(11)(12) 6(17) |
December 31, 2025 AMOUNT % $621,9381244,131128-1,137,2542154,5321367-946,7051898,75822,903,7135586,8252764-837,6171679,4941945,53618140,3523136,58524,662-58,308183,628215,429-10,278-14,310-2,413,78845$5,317,501100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
AMOUNT$621,93844,131281,137,25454,532367946,70598,7582,903,71386,825764837,61779,494945,536140,352136,5854,66258,30883,62815,42910,27814,3102,413,788$5,317,501 |
AMOUNT$804,611156,558-1,404,50154,6322001,167,84974,7913,663,14286,8251,239653,22996,357990,73682,932137,4016,30646,82871,32215,74812,78115,4512,217,155$5,880,297 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1975 Net defined benefit assets - non- current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
142-241-201 |
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62 |
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2-1121722-11--- |
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38 |
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100 |
(Continued)
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(14) 6(22) 7 6(15) 6(29) 6(16) 6(29) 6(17) 6(18) 6(19) 6(20) 6(6)(7)(21) 9 |
December 31, 2025 AMOUNT % $488,44691,888-4,565-292,8396421,565826,514121,664-7-1,257,4882447,500151,496133,9911124,36922,578-259,93451,517,422291,461,53527824,54316874,30016--627,5731212,128-3,800,07971$5,317,501100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
AMOUNT$488,4461,8884,565292,839421,56526,51421,66471,257,48847,50051,49633,991124,3692,578259,9341,517,4221,461,535824,543874,300-627,57312,1283,800,079$5,317,501 |
AMOUNT$500,9252,8269,732426,282499,77965,65512,067141,517,28047,50044,9633,853120,0232,920219,2591,736,5391,461,535824,531829,08828,741860,447139,4164,143,758$5,880,297 |
% | ||
| Current liabilities 2100 Short-term borrowings 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities - current 2310 Advance receipts 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2640 Net defined benefit liabilities - non- current 2645 Guarantee deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity Contingent Liabilities and Commitments 3X2X Total liabilities and equity |
9--791-- |
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26 |
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11-2- |
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4 |
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30 |
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251414-152 |
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70 |
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100 |
The accompanying notes are an integral part of these consolidated financial statements.
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share data)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT % 6(22) and 7 $6,677,661100$7,446,3601006(4)(9)(17)(27)(28) and 7 (5,630,916) (85) (6,080,962) (82)1,046,745151,365,398186(9)(12)(17)(27)(28), 7 and 12 (244,971) (4) (244,035) (3)(635,298) (9) (679,418) (9)(79,848) (1) (75,283) (1)3,665-4,939-(956,452) (14) (993,797) (13)90,2931371,60156(2)(23) 55,799155,15716(10)(11)(24) and 7 26,346-19,838-6(2)(5)(9)(11)(25)(27 ) (23,912)-87,22916(9)(26) (27,584)-(21,234)-6(7) 4,763-7,831-35,4121148,8212125,7052520,42276(29) (42,277) (1) (79,100) (1)$83,4281$441,32266(17) ($9,782)-$13,259-6(6)(21) (475)-694-6(7)(21) (17,884)-8,610-6(29) 2,100-(2,729)-6(21) (108,770) (2)159,12026(7)(21) (1)-(3)-($134,812) (2) $178,9512($51,384) (1) $620,2738$83,4281$441,3226($51,384) (1) $620,27386(30) $0.57$3.02$0.57$3.02 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Actuarial (losses) gains on defined benefit plans 8316 Unrealized (losses) gains on valuation of investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive (loss) income of associates and joint ventures accounted for under equity method - will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive (loss) income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8370 Share of other comprehensive loss of associates and joint ventures accounted for under equity method - will be reclassified to profit or loss 8300 Total other comprehensive (loss) income for the year 8500 Total comprehensive (loss) income for the year Income attributable to: 8610 Owners of the parent Comprehensive (loss) income attributable to: 8710 Owners of the parent Earnings per share (in dollars) 9750 Basic 9850 Diluted |
The accompanying notes are an integral part of these consolidated financial statements.
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31, 2024 Balance at January 1, 2024 Net income for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income for the year ended December 31, 2024 Distribution of 2023 earnings: Legal reserve Special reserve Cash dividends Balance at December 31, 2024 Year ended December 31, 2025 Balance at January 1, 2025 Net income for the year ended December 31, 2025 Other comprehensive loss for the year ended December 31, 2025 Total comprehensive income (loss) for the year ended December 31, 2025 Distribution of 2024 earnings: Legal reserve Special reserve Cash dividends Adjustment for change in capital reserve of investee companies Balance at December 31, 2025 |
Notes | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Retained Earnings | Other Equity Interest | ||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||
| 6(21) 6(20) 6(21) 6(20) 6(7)(19) |
$1,461,535------$1,461,535$1,461,535-------$1,461,535 |
$824,531------$824,531$824,531------12$824,543 |
$798,013---31,075--$829,088$829,088---45,212---$874,300 |
$24,941----3,800-$28,741$28,741----(28,741 )--$- |
$618,590441,32210,794452,116(31,075 ) (3,800 ) (175,384 ) $860,447$860,44783,428(7,524 ) 75,904(45,212 ) 28,741(292,307 ) -$627,573 |
($35,776 )-159,117159,117---$123,341$123,341-(108,771 )(108,771 )----$14,570 |
$7,035-9,0409,040---$16,075$16,075-(18,517 )(18,517 )----($2,442 ) |
$3,698,869441,322178,951620,273--(175,384 )$4,143,758$4,143,75883,428(134,812 )(51,384 )--(292,307 )12$3,800,079 |
The accompanying notes are an integral part of these consolidated financial statements.
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Foreign currency exchange (gain) loss Loss on financial assets and liabilities at fair value through profit or loss Gain on disposal of investments Expected credit gains Share of profit of associates and joint ventures accounted for under equity method Depreciation (Gain) loss on disposal of property, plant and equipment Gain from lease modification Amortisation Interest income Interest expense Changes in operating assets and liabilities Changes in operating assets Notes Recievable Accounts receivable Other receivables Inventories Prepayments Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Other payables Advance receipts Net defined benefit liabilities - non-current Cash inflow generated from operations Interest received Dividends received Income tax received Interest paid Income tax paid Net cash flows from operating activities |
Year ended December 31 Notes 2025 2024 $125,705 $520,422( 253 ) 2,7866(25) -256- ( 1,997 )12 ( 3,665 ) ( 4,939 )6(7) ( 4,763 ) ( 7,831 )6(8)(9)(11)(27) 127,668126,8836(25) ( 1,180 ) 1306(9)(25) - ( 5 )6(12)(27) 4,6307,4246(23) ( 55,799 ) ( 55,157 )6(26) 27,58421,234( 28 ) -270,912 ( 212,898 )( 3,610 ) 2,511221,14435,794( 23,967 ) 4,437( 938 ) ( 2,065 )( 5,167 ) 2,781( 133,443 ) 12,753( 75,885 ) 60,963( 7 ) 86,375 ( 7,988 )475,313505,50255,01850,7763,7536,7003941,716( 27,699 ) ( 20,550 )( 85,086 ) ( 35,740 )421,693508,404 |
|---|---|
(Continued)
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortised cost Decrease in financial assets at amortised cost Decrease in other receivables Cash paid for acquisition of property plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of right-of-use asset Cash paid for acquisition of investment property Acquisition of intangible assets Increase in prepayments for equipment Decrease (increase) in guarantee deposits paid Decrease in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Repayments of short-term borrowings Increase in long-term borrowings Repayments of long-term borrowings Payments of lease liabilities Decrease (increase) in guarantee deposit received Payment of cash dividends Net cash flows used in financing activities Effect of foreign exchange rate changes on cash Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2025 2024 ($253,144 ) ($328,778 )150,125142,4082,3187,0506(31) ( 70,893 ) ( 42,873 )1,8551,618( 8,773 ) -6(31) ( 1,581 ) ( 1,942 )6(12) ( 3,018 ) ( 3,034 )( 15,531 ) ( 17,793 )319 ( 1,266 )1,141637( 197,182 ) ( 243,973 )6(32) 3,000,193692,3356(32) ( 3,012,419 ) ( 804,250 )6(32) -57,5006(32) - ( 10,000 )6(32) ( 48,010 ) ( 29,326 )6(32) ( 342 ) 2656(20) ( 292,307 ) ( 175,384 )( 352,885 ) ( 268,860 )( 54,299 ) 73,672( 182,673 ) 69,2436(1) 804,611735,3686(1) $621,938 $804,611 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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TAINAN ENTERPRISES CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANIZATION
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(1) Tainan Enterprises Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) and other relevant laws and regulations in August 1961. The Company and its subsidiaries (the “Group”) are primarily engaged in manufacturing, retail and export of various kinds of apparels (including woven and knitted garments).
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(2) As of December 31, 2025, the Group has 10,544 employees.
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(3) The common shares of the Company had been listed on the Taipei Exchange since April 1999, and has been transferred to be listed on the Taiwan Stock Exchange since September 2000.
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THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION
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These consolidated financial statements were authorized for issuance by the Board of Directors on March 6, 2026.
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APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
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(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS[®] ”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2025 are as follows:
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board (“IASB”) Amendments to IAS 21, ‘Lack of exchangeability’ January 1, 2025
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2026 are as follows:
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New Standards, Interpretations and Amendments Effective date by IASB
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| New Standards,Interpretations andAmendments | Effective date byIASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7, ‘Amendments to | January 1, 2026 |
| the classification and measurement of financial instruments’ | |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing | January 1, 2026 |
| nature-dependent electricity’ | |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and | January 1, 2023 |
| IFRS 9 – comparative information’ | |
| Annual Improvements to IFRS Accounting Standards — Volume 11 | January 1, 2026 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
| Accounting Standards as endorsed by the FSC are as follows: | |
|---|---|
| New Standards,InterpretationsandAmendments | Effective date byIASB |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 18, ‘Presentation and disclosure in financial statements’ IFRS 19, ‘Subsidiaries without public accountability: disclosures’ Amendments to IAS 21, ‘Translation to a Hyperinflationary Presentation Currency |
To be determined by IASB January 1, 2027 (Note) January 1, 2027 January 1, 2027 |
Note : The FSC has announced in a press release on September 25, 2025 that public companies will apply IFRS 18 starting from the fiscal year 2028. Additionally, entities can choose to adopt IFRS 18 earlier based on their requirements after the FSC endorses IFRS 18.
Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. IFRS 18, ‘Presentation and disclosure in financial statements’:
IFRS 18, replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to management-defined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
4. SUMMARY OF MATERIAL ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC[®] Interpretations, and SIC[®] Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”).
(2) Basis of preparation
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A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
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(a) Financial assets at fair value through profit or loss.
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(b) Financial assets at fair value through other comprehensive income.
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(c) Defined benefit assets (liabilities) recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5, ‘Critical accounting judgements, estimates and key sources of assumption uncertainty’.
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e., transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of
~17~
the consideration paid or received is recognized directly in equity.
- (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
B. Subsidiaries included in the consolidated financial statements:
| Name of Name of Main business investor subsidiaries activities Tainan Enterprises Co., Ltd. Tainan Enterprise (BVI) Co., Limited Professional investments Tainan Enterprises Co., Ltd. P.T.Tainan Enterprises Indonesia Garment processing, production and selling Tainan Enterprises Co., Ltd. PT. Andalan Mandiri Busana Garment processing, production and selling Tainan Enterprises Co., Ltd. Tainan Enterprises (Cambodia) Co., Ltd. Garment processing, production and selling Tainan Enterprises Co., Ltd. Tainan Enterprises (Vietnam) Co., Ltd. Garment processing, production and selling Tainan Enterprises Co., Ltd. Beyoung Fashion Co., Ltd. Garment processing, production and selling Tainan Enterprises Co., Ltd. PT CAHAYA INDAH GLOBAL Garment processing, production and selling |
December31,2025 December31,2024 100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00Ownership (%) |
Note |
|---|---|---|
100.00100.00100.00100.00100.00100.00100.00 |
------- |
~18~
| Name of Name of Main business investor subsidiary activities Tainan Enterprise (BVI) Co., Limited Yixing Gaoqing Garments Co., Ltd. Garment processing, production and selling Tainan Enterprise (BVI) Co., Limited T&G Fashion Co., Ltd. Professional investments T&G Fashion Co., Ltd. Gin-Sovann Fashion (Cambodia) Limited. Garment processing, production and selling T&G Fashion Co., Ltd. Camitex II (Cambodia) MFG Co., Limited. Garment processing, production and selling T&G Fashion Co., Ltd. Golden Harbor Garment (Cambodia) Limited. Garment processing, production and selling |
December31,2025 December31,2024 100.00100.00100.00100.00100.00100.00100.00100.00-100.00Ownership (%) |
Note |
|---|---|---|
100.00100.00100.00100.00- |
---(Note 2) (Note 1) |
(Note 1) The subsidiary had been liquidated in the second quarter of 2024.
(Note 2) The subsidiary has ceased its business operations and is in the process of liquidation.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries with non-controlling interests that are material to the Group: None.
-
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences
~19~
arising upon re-translation at the balance sheet date are recognized in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All foreign exchange gains and losses are presented in the consolidated statement of comprehensive income within “Other gains and losses”.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognized in other comprehensive income.
- (b) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets that are expected to be realised, or are intended to be sold or consumed in the normal operating cycle;
-
(b) Assets that are held primarily for the purpose of trading;
-
(c) Assets that are expected to be realised within twelve months after the reporting period;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities for at least twelve months after the reporting period.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled in the normal operating cycle;
~20~
- (b) Liabilities that are held primarily for the purpose of trading;
- (c) Liabilities that are due to be settled within twelve months after the reporting period;
- (d) It does not have the right at the end of the reporting period to defer settlement of the liability at least twelve months after the reporting period.
-
(6) Cash equivalents
-
A. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
-
B. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
(7) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognizes the gain or loss in profit or loss.
-
D. The Group recognizes the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
-
(8) Financial assets at amortized cost
-
A. Financial assets at amortized cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at amortized cost are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognized in profit or loss when the asset is derecognized or impaired.
-
D. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
(9) Accounts and notes receivable
-
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
~21~
(10) Inventories
-
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and estimated costs necessary to make the sale. If the cost exceeds net realizable value, valuation loss is accrued and recognized in operating costs. If the net realizable value reserves, valuation is eliminated within credit balance and is recognized as deduction of operating costs.
-
(11) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:
- The changes in fair value of equity investments that were recognized in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognized as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
-
(12) Impairment of financial assets
-
For financial assets at amortized cost, at each reporting date, the Group recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognizes the impairment provision for lifetime ECLs.
~22~
(13) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (14) Leasing arrangements (lessor) operating leases
- Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.
(15) Investments accounted for under equity method - associates
-
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then “Capital surplus” and “Investments accounted for under the equity method” shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
-
F. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant
~23~
assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
(16) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Except for land, other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| are as follows: | |
|---|---|
| Assets Buildings (including accessory equipment) Machinery equipment Utilities equipment Transportation equipment Office equipment Leasehold assets Other equipment |
Useful lives |
| 3 ~ 55 years 2 ~ 10 years 2 ~ 15 years 4 ~ 10 years 2 ~ 5 years 5 ~ 9 years 5 years |
-
(17) Leasing arrangements (lessee)
-right-of-use assets / lease liabilities -
A. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognized as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate or the interest rate of government bonds of the country to which each subsidiary belongs. Lease payments are fixed payments, less any lease incentives receivable. The Group subsequently measures the lease
~24~
liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
-
(b) Any lease payments made at or before the commencement date; and
-
(c) Any initial direct costs incurred by the lessee.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.
-
D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognize the difference in profit or loss.
(18) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 15 ~ 55 years.
-
(19) Intangible assets
-
A. Computer software
- Computer software is stated at cost and amortized on a straight-line basis over its estimated useful life of 2 ~ 5 years.
-
B. Goodwill
Goodwill arises in a business combination accounted for by applying the acquisition method.
(20) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
-
B. The recoverable amounts of goodwill are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.
~25~
- C. For the purpose of impairment testing, goodwill is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination.
(21) Borrowings
Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.
-
(22) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(23) Derecognition of financial liabilities
A financial liability is derecognized when the obligation specified in the contract is either discharged or cancelled or expires.
(24) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
(25) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plans
For defined contribution plans, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
-
(b) Defined benefit plans
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit
~26~
method. The Group uses interest rates of government bonds (at the balance sheet date).
- ii. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
- iii. Past service costs are recognised immediately in profit or loss.
-
C. Employees’ compensation and directors’ remuneration
- Employees’ compensation and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
-
(26) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings of the Company and its domestic subsidiaries and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
-
D. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed.
~27~
- E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.
(27) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
- (28) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities.
(29) Revenue recognition
-
A. Sale of goods
-
(a) Sales are recognized when control of the products has transferred, being when the products are delivered to the client, the client has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the client’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the client, and either the client has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
(b) A receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
B. Service revenue
The Group provides processing and business consulting services. Revenue from delivering services is recognized under the percentage-of-completion method when the outcome of services provided can be estimated reliably. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognized only to the extent that contract costs incurred are likely to be recoverable.
(30) Government grants
Government grants are recognized at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes expenses for the related costs for which the grants are intended to compensate.
~28~
(31) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION
UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
- None.
(2) Critical accounting estimates and assumptions
-
A. Financial assets - fair value measurement of unlisted stocks without active market
-
The fair value of unlisted stocks held by the Group that are not traded in an active market is determined considering those companies’ financial information, operational planning or prediction of future application. Any changes in these judgements and estimates will impact the fair value measurement of these unlisted stocks. Please refer to Note 12(3) for the financial instruments fair value information.
-
B. As of December 31, 2025, the carrying amount of unlisted stocks without active market was $86,825.
6. DETAILS OF MATERIAL ACCOUNTS
(1) Cash and cash equivalents
| $86,825. TAILS OF MATERIAL ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Cash: Cash on hand Checking accounts and demand deposits Cash equivalents: Time deposits |
December31,20252,467$415,176417,643204,295621,938$ |
December31,2024 |
2,032$436,807 |
||
438,839 |
||
365,772 |
||
804,611$ |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. The Group has no cash and cash equivalents pledged to others as of December 31, 2025 and 2024.
~29~
(2) Financial assets at amortized cost
| Financial assets at amortized cost | ||||
|---|---|---|---|---|
| December | 31,2025 | December | 31,2024 | |
| Current items: | ||||
| Bonds | $ |
97,178 |
$ |
211,900 |
| Less: Accumulated impairment | ( |
53,047) |
( |
55,342) |
$ |
44,131 |
$ |
156,558 |
|
| Non-current items: | ||||
| Bonds | $ |
831,331 |
$ |
653,229 |
| Time deposits with a maturity of over one year | 6,286 |
- |
||
$ |
837,617 |
$ |
653,229 |
- A. Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:
| below: | ||
|---|---|---|
| Interest income Gain on disposal of investment |
For the years endedDecember31, | |
202540,402$-40,402$ |
202437,934$52038,454$ |
-
B. As of December 31, 2025 and 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group was approximately equal to its carrying amounts.
-
C. The Group has no financial assets at amortized cost pledged to others as of December 31, 2025 and 2024.
-
D. Information relating to credit risk is provided in Note 12(2), ‘Financial instruments’. The counterparties of the Group’s investments in certificates of deposits are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.
-
(3) Notes and accounts receivable, net
| Notes receivable Accounts receivable Less: Allowance for uncollectible accounts |
December31,2025 December31,2024 28$-$1,137,254$1,408,166$-3,665)(1,137,254$1,404,501$ |
December31,2024 |
|---|---|---|
~30~
A. The ageing analysis of notes and accounts receivable is as follows:
| Not past due Up to 30 days 31 to 90 days Over 90 days |
Notes Receivable Accounts Receivable 28$1,133,049$-3,097---1,10828$1,137,254$December31,2025 |
Notes Receivable Accounts Receivable -$1,400,192$-258-7,711-5-$1,408,166$December31,2024 |
Notes Receivable Accounts Receivable -$1,400,192$-258-7,711-5-$1,408,166$December31,2024 |
Notes Receivable Accounts Receivable -$1,400,192$-258-7,711-5-$1,408,166$December31,2024 |
|---|---|---|---|---|
-$----$ |
1,400,192$2587,71151,408,166$ |
The above aging analysis was based on past due date.
-
B. As of December 31, 2025 and 2024, notes and accounts receivable were all from contracts with customers. As of January 1, 2024, the balance of receivables from contracts with customers amounted to $1,195,268.
-
C. The Group has no notes and accounts receivable pledged to others as of December 31, 2025 and 2024.
-
D. As of December 31, 2025 and 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the notes and accounts receivable held by the Group were its carrying amounts.
-
E. Information relating to credit risk is provided in Note 12(2), ‘Financial instruments’.
-
(4) Inventories
| nventories | ||||
|---|---|---|---|---|
| Raw materials Work in progress Raw materials Work in progress Finished goods |
Cost416,123$530,582946,705$ |
Allowance for valuation loss -$--$December31,2025 December31,2024 |
Bookvalue | |
416,123$530,582946,705$ |
||||
Cost406,091$761,701571,167,849$ |
Allowance for valuation loss -$---$ |
Bookvalue | ||
406,091$761,701571,167,849$ |
The cost of inventories recognized as expense:
For the years ended December 31,
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Cost of goods sold | $ |
5,640,413 |
$ |
6,096,597 |
|
| Income from sale of scraps | ( |
9,497) |
( |
15,635) |
|
$ |
5,630,916 |
$ |
6,080,962 |
~31~
(5) Financial assets at fair value through profit or loss - non-current
Items December 31, 2025 December 31, 2024 Non-current items: Financial assets mandatorily measured at fair value through profit or loss Unlisted stocks $ 86,825 $ 86,825
- A. Amounts recognized in profit or loss in relation to financial assets at fair value through profit or loss are listed as below:
For the years ended December 31, 2025 2024 Financial assets mandatorily measured at ($ 4,865) ($ 599) fair value through profit or loss
- B. The Group has no financial assets at fair value through profit or loss pledged to others as of December 31, 2025 and 2024.
(6) Financial assets at fair value through other comprehensive income - non-current
| Items | December | 31,2025 | December | 31, 2024 |
|---|---|---|---|---|
| Equity instruments | ||||
| Listed stocks | $ |
1,452 |
$ |
1,452 |
| Valuation adjustment | ( |
688) |
( |
213) |
$ |
764 |
$ |
1,239 |
-
A. The Group has elected to classify equity investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $764 and $1,239 as of December 31, 2025 and 2024, respectively.
-
B. Amounts recognized in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| For the years endedDecember31, | For the years endedDecember31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Fair value change | 475)($ |
$ |
694 |
-
C. As of December 31, 2025 and 2024, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Group was the book value.
-
D. The Group has no financial assets at fair value through other comprehensive income pledged to others as of December 31, 2025 and 2024.
~32~
(7) Investments accounted for under equity method
A. Movements of investments accounted for under equity method:
| For the years ended | For the years ended | December | 31, | ||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| At January 1 | $ |
96,357 |
$ |
86,619 |
|
| Share of profit of associates and joint | |||||
| ventures accounted for under equity method | 4,763 |
7,831 |
|||
| Earnings distribution of investments accounted | |||||
| for under equity method | ( |
3,753) |
( |
6,700) |
|
| Changes in other equity items - unrealized (losses) | |||||
| gains on financial assets at fair value through | |||||
| other comprehensive income | ( |
18,042) |
8,346 |
||
| Changes in other equity items - changes in | |||||
| actuarial benefits of defined benefit plans | 158 |
264 |
|||
| Changes in capital surplus of investments accounted | |||||
| for under the equity method | 12 |
- |
|||
| Changes in other equity items - exchange | |||||
| differences on translation of foreign financial | |||||
| statements | ( |
1) |
( |
3) |
|
| At December 31 | $ |
79,494 |
$ |
96,357 |
B. Details of investments accounted for under equity method are as follows:
| Associates | December31,202579,494$ |
December31,2024 |
|---|---|---|
96,357$ |
C. Associates
(a) The basic information of the associate that is material to the Group is as follows:
| Companyname | Principal place ofbusiness |
Shareholdingratio | Shareholdingratio | Nature of relationship |
Method of measurement |
|---|---|---|---|---|---|
| December 31,2025 |
December 31,2024 |
||||
| Tainan Enterprise (Cayman) Co., Limited. and subsidiaries |
Taiwan (Note) | 13.39% | 13.39% |
(Note) The country of registration is Cayman Islands.
~33~
- (b) The summarised financial information of the associate that is material to the Group is as follows:
Balance sheet
| follows: Balance sheet |
|||||
|---|---|---|---|---|---|
| Tainan Enterprise (Cayman) | Co., | Limited and subsidiaries | |||
| December31,2025 | December31,2024 | ||||
| Current assets | $ |
906,189 |
$ |
951,019 |
|
| Non-current assets | 1,013,041 |
1,028,892 |
|||
| Current liabilities | ( |
973,587) |
( |
914,020) |
|
| Non-current liabilities | ( |
275,610) |
( |
263,562) |
|
| Non-controlling interest | ( |
76,892) |
( |
82,712) |
|
| Total net assets | $ |
593,141 |
$ |
719,617 |
|
| Share in associate's net assets | $ |
79,422 |
$ |
96,357 |
|
| Carrying amount of the associate | $ |
79,494 |
$ |
96,357 |
Statement of comprehensive income
| Tainan | Enterprise (Cayman) | Co., Limited and subsidiaries | Co., Limited and subsidiaries | |
|---|---|---|---|---|
| For the years ended December 31, | ||||
| 2025 | 2024 | |||
| Revenue | $ |
1,681,725 |
$ |
1,809,168 |
| Profit after income tax | $ |
29,211 |
$ |
55,402 |
| Other comprehensive | ||||
| income, net of tax | ( |
133,562) |
64,306 |
|
| Total comprehensive income | ($ |
104,351) |
$ |
119,708 |
| Dividends received from associate | ||||
| (Note) | $ |
4,690 |
$ |
8,933 |
(Note) Including cash dividends and stock dividends.
-
(c) The Group’s material associate, Tainan Enterprise (Cayman) Co., Limited, has quoted market price of $246,363 ($51.50 (in dollars) per share) and $254,195 ($54.20 (in dollars) per share) as of December 31, 2025 and 2024, respectively.
-
D. As of December 31, 2025 and 2024, the Group has no investments accounted for under equity method pledged to others.
~34~
(8) Property, plant and equipment
| Utilities Transportation and Leasehold Land Buildings Machinery equipment office equipment assets Others January 1, 2025 Cost 316,312$997,564$679,895$194,224$172,264$36,439$17,773$Accumulated depreciation -542,916)(547,489)(148,807)(145,439)(25,469)(15,639)(316,312$454,648$132,406$45,417$26,825$10,970$2,134$For the year ended December 31, 2025 At January 1 316,312$454,648$132,406$45,417$26,825$10,970$2,134$Additions -5,83846,1465,0399,72527528Transferred from prepayment for equipment ---314---Reclassification - cost --1,578-438--Depreciation -25,946)(39,382)(10,001)(9,918)(3,444)(117)(Disposals - cost -2,709)(46,846)(-7,292)(-226)(- accumulated depreciation -2,70946,306-7,189-194Net currency exchange differences 2,378)(14,337)(5,141)(1,940)(438)(480)(1)(At December 31 313,934$420,203$135,067$38,829$26,529$7,321$2,012$December 31, 2025 Cost 313,934$973,505$655,523$191,549$170,518$35,205$17,600$Accumulated depreciation -553,302)(520,456)(152,720)(143,989)(27,884)(15,588)(313,934$420,203$135,067$38,829$26,529$7,321$2,012$ |
|
|---|---|
~35~
| January 1, 2024 Cost Accumulated depreciation For the year ended December 31, 2024 At January 1 Additions Reclassifications - cost Depreciation Disposals - cost - accumulated depreciation Net currency exchange differences At December 31 December 31, 2024 Cost Accumulated depreciation |
Utilities Transportation and Leasehold Land Buildings Machinery equipment office equipment assets Others 312,675$1,015,629$659,045$177,549$165,292$34,127$17,580$-553,755)(526,293)(130,823)(136,546)(19,928)(15,351)(312,675$461,874$132,752$46,726$28,746$14,199$2,229$312,675$461,874$132,752$46,726$28,746$14,199$2,229$--27,6674,8238,031----1,120-----30,610)(35,929)(9,196)(10,552)(4,104)(130)(-63,509)(48,858)(256)(8,931)(-478)(-63,50947,3152568,775-4293,63723,3848,3393,06475687584316,312$454,648$132,406$45,417$26,825$10,970$2,134$316,312$997,564$679,895$194,224$172,264$36,439$17,773$-542,916)(547,489)(148,807)(145,439)(25,469)(15,639)(316,312$454,648$132,406$45,417$26,825$10,970$2,134$ |
|
|---|---|---|
~36~
-
A. As restricted by the local regulations of Cambodia, the ownership of the Group’s land located in Cambodia had been registered under the name of Kao-Chhin Co., Ltd. In addition, the Group used the contract of borrowing other’s name for real estate registration to clearly define the rights and obligations of both parties. The Group is the actual owner of the land.
-
B. The Group’s property, plant and equipment are all occupied by the owner for operating purpose as of December 31, 2025 and 2024.
-
C. The Group has not capitalized any interest for the years ended December 31, 2025 and 2024.
-
D. The Group has no property, plant and equipment pledged to others as of December 31, 2025 and 2024.
-
- -
(9) Leasing arrangements lessee
-
A. The Group’s leases various assets including land and buildings. Rental contracts are typically made for periods of 1 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. Short-term leases with a lease term of 12 months or less comprise partial factories and office. Lowvalue assets comprise multi-function printer.
-
C. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| value assets comprise multi-function printer. The carrying amount of right-of-use assets and the |
depreciation charge are as follows: | as follows: |
|---|---|---|
| Land Buildings Land Buildings |
December31,2025 December 31, 2024 Carryingamount Carryingamount 28,216$28,686$112,13654,246140,352$82,932$For the years ended December 31, |
December 31, 2024 |
| Carryingamount | ||
28,686$54,246 |
||
82,932$ |
||
| 2025 Depreciationcharge 18,787$17,60036,387$ |
2024 | |
| Depreciation charge | ||
17,691$16,376 |
||
34,067$ |
-
D. For the years ended December 31, 2025 and 2024, the additions to right-of-use assets were $98,168
- -
and $ , respectively.
-
E. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Gain on lease modification |
2025 2024 1,665$1,644$3,3963,278-5)(For the years endedDecember31, |
|---|---|
~37~
-
F. For the years ended December 31, 2025 and 2024, the Group’s total cash outflow for leases were $53,600 and $34,150, respectively.
-
(10) Leasing arrangements – lessor
-
A. The Group leases various assets including investment property. Rental contracts are typically made for periods of 1 to 10 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. To protect the lessor’s ownership rights on the leased assets, leased assets may not be used as security for borrowing purposes, or a residual value guarantee was required.
-
B. For the years ended December 31, 2025 and 2024, the Group recognized rent income in the amounts of $2,887 and $2,588, respectively, based on the operating lease agreement, which does not include variable lease payments.
-
C. The maturity analysis of the lease payments under the operating leases is as follows:
| Within 1 year 1 ~ 5 years Over 5 years |
December31,20251,483$2,597-4,080$ |
December 31, 2024 |
|---|---|---|
2,617$4,3251207,062$ |
(11) Investment property, net
| January 1, 2025 Cost Accumulated depreciation For the year ended December 31, 2025 At January 1 Additions Transferred from prepayments for equipment Depreciation At December 31 December 31, 2025 Cost Accumulated depreciation |
Land Buildings Total 95,130$76,956$172,086$-34,685)(34,685)(95,130$42,271$137,401$95,130$42,271$137,401$-1,5811,581-7676-2,473)(2,473)(95,130$41,455$136,585$95,130$78,613$173,743$-37,158)(37,158)(95,130$41,455$136,585$ |
Total |
|---|---|---|
~38~
==> picture [483 x 261] intentionally omitted <==
----- Start of picture text -----
Land Buildings Total
January 1, 2024
Cost $ 95,130 $ 74,194 $ 169,324
-
Accumulated depreciation ( 32,390) ( 32,390)
$ 95,130 $ 41,804 $ 136,934
For the year ended December 31, 2024
At January 1 $ 95,130 $ 41,804 $ 136,934
-
Additions 1,276 1,276
Transferred from
-
prepayments for equipment 1,486 1,486
-
Depreciation ( 2,295) ( 2,295)
At December 31 $ 95,130 $ 42,271 $ 137,401
December 31, 2024
Cost $ 95,130 $ 76,956 $ 172,086
-
Accumulated depreciation ( 34,685) ( 34,685)
$ 95,130 $ 42,271 $ 137,401
----- End of picture text -----
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| property are shown below: | ||
|---|---|---|
| Rental income from investment property (listed as “Other income”) Direct operating expenses arising from the investment property that generated rental income during the year |
2025 2024 2,481$2,513$2,473$2,295$For the years endedDecember31, |
|
2,513$ |
||
2,295$ |
-
B. The fair value of the investment property held by the Group as of December 31, 2025 and 2024 were $507,373 and $502,583, respectively. Valuations were made based on most recent transaction prices of similar and comparable properties and official price, which is categorized within Level 2 in the fair value hierarchy.
-
C. The Group has not capitalized any borrowing costs for the years ended December 31, 2025 and 2024.
-
D. The Group has no investment property pledged to others as of December 31, 2025 and 2024.
~39~
(12) Intangible assets
==> picture [484 x 335] intentionally omitted <==
----- Start of picture text -----
Software Goodwill Total
January 1, 2025
Cost $ 13,199 $ 82,151 $ 95,350
-
Accumulated amortization ( 6,893) ( 6,893)
-
Accumulated impairment ( 78,081) ( 78,081)
-
Net currency exchange differences ( 4,070) ( 4,070)
-
$ 6,306 $ $ 6,306
For the year ended December 31, 2025
-
At January 1 $ 6,306 $ $ 6,306
- -
Additions acquired separately 3,018 3,018
-
Amortization ( 4,630) ( 4,630)
-
Disposals - cost ( 6,168) ( 6,168)
-
- accumulated amortization 6,168 6,168
-
Net currency exchange differences ( 32) ( 32)
-
At December 31 $ 4,662 $ $ 4,662
December 31, 2025
Cost $ 10,015 $ 82,151 $ 92,166
-
Accumulated amortization ( 5,353) ( 5,353)
-
Accumulated impairment ( 78,081) ( 78,081)
-
Net currency exchange differences ( 4,070) ( 4,070)
-
$ 4,662 $ $ 4,662
----- End of picture text -----
~40~
| Software | Goodwill | Total | ||||
|---|---|---|---|---|---|---|
| January 1, 2024 | ||||||
| Cost | $ |
31,274 |
$ |
82,151 |
$ |
113,425 |
| Accumulated amortization | ( |
21,241) |
- |
( |
21,241) |
|
| Accumulated impairment | - |
( |
78,081) |
( |
78,081) |
|
| Net currency exchange differences | - |
( |
4,070) |
( |
4,070) |
|
$ |
10,033 |
$ |
- |
$ |
10,033 |
|
| For the year ended December 31, 2024 | ||||||
| At January 1 | $ |
10,033 |
$ |
- |
$ |
10,033 |
Additions-acquired separately |
3,034 |
- |
3,034 |
|||
| Transferred from | ||||||
| prepayments for equipment | 645 |
- |
645 |
|||
| Amortization | ( |
7,424) |
- |
( |
7,424) |
|
| Disposals - cost | ( |
21,777) |
- |
( |
21,777) |
|
| - accumulated amortization | 21,777 |
- |
21,777 |
|||
| Net currency exchange differences | 18 |
- |
18 |
|||
| At December 31 | $ |
6,306 |
$ |
- |
$ |
6,306 |
| December 31, 2024 | ||||||
| Cost | $ |
13,199 |
$ |
82,151 |
$ |
95,350 |
| Accumulated amortization | ( |
6,893) |
- |
( |
6,893) |
|
| Accumulated impairment | - |
( |
78,081) |
( |
78,081) |
|
| Net currency exchange differences | - |
( |
4,070) |
( |
4,070) |
|
$ |
6,306 |
$ |
- |
$ |
6,306 |
-
A. The Group has not capitalized any borrowing costs for the years ended December 31, 2025 and 2024.
-
B. Details of amortization on intangible assets are as follows:
| Operating expenses | For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
20254,630$ |
2024 | |
7,424$ |
-
C. The Group has no intangible assets pledged to others as collateral as of December 31, 2025 and 2024.
-
D. The details of the Group’s accumulated impairment loss on goodwill are provided in Note 6(13), ‘Impairment of non-financial assets’.
(13) Impairment of non-financial assets
-
A. No impairment loss was recognized for the years ended December 31, 2025 and 2024.
-
B. The accumulated impairment which the Group recognized on goodwill (listed as “Intangible assets”) as of December 31, 2025 and 2024 was both $78,081.
~41~
(14) Short-term borrowings
==> picture [481 x 100] intentionally omitted <==
----- Start of picture text -----
Type of borrowings December 31, 2025 Interest rate range Collateral
Bank borrowings
Unsecured bank borrowings $ 488,446 1.70%~4.50% None
Type of borrowings December 31, 2024 Interest rate range Collateral
Bank borrowings
Unsecured bank borrowings $ 500,925 1.72%~5.25% None
----- End of picture text -----
Refer to Note 6(26), “Finance costs” for more information about interest expense recognized by the Group for the years ended December 31, 2025 and 2024.
(15) Other payables
| Other payables | ||
|---|---|---|
| Accrued salaries and bonuses Accrued processing fee Tax payables Accrued pension expense Import/export (customs) expense payable Accrued freight Employees’ compensation and directors’ remuneration payable Accrued labor insurance and health insurance fee Payables for equipment Others |
December31,2025249,690$36,44835,35325,71010,3679,9999,8009,5021,25733,439421,565$ |
December31,2024 |
299,637$55,16732,73735,2729,99511,72712,60010,8753,47128,298 |
||
499,779$ |
- (16) Long term borrowings
| Type ofborrowings Unsecured bank borrowings Type ofborrowings Unsecured bank borrowings |
December31,202547,500$December 31, 2024 47,500$ |
Borrowing period Interest raterange 12.2.2024 ~10.17.2029 1.60% Borrowing period Interest raterange 12.2.2024 ~10.17.2029 1.60% |
Collateral |
|---|---|---|---|
| None Collateral |
|||
| None |
Refer to Note 6(26), “Finance costs” for more information about interest expense recognized by the Group for the years ended December 31, 2025 and 2024.
(17) Pensions
A. The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year
~42~
thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 7.5% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
The information on the Company and its subsidiaries - P.T. Tainan Enterprise Indonesia and PT. Andalan Mandiri Busana’s defined benefit pension plan is as follows:
(a) The amounts recognized in the balance sheet are as follows:
| December | 31,2025 | December | 31,2024 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ |
189,666) |
($ |
188,135) |
| Fair value of plan assets | 75,575 |
80,893 |
||
($ |
114,091) |
($ |
107,242) |
|
| December | 31,2025 | December | 31, 2024 | |
| Net defined benefit assets, non-current | $ |
10,278 |
$ |
12,781 |
| Net defined benefit liabilities, non-current | ( |
124,369) |
( |
120,023) |
($ |
114,091) |
($ |
107,242) |
(b) Movements in net defined benefit assets and liabilities are as follows:
| At January 1, 2025 Current service cost Interest (expense) income Past service cost Remeasurements: Return on plan assets Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Exchange difference At December 31, 2025 |
Present value of defined benefit obligations |
Fair value of plan assets |
Net defined benefit liabilities |
|
|---|---|---|---|---|
188,135)($37,503)(8,191)(1,114)(234,943)(-1,161)(14,350)(15,511)(-51,4809,308189,666)($ |
80,893$-1,294-82,1875,729--5,72939,13951,480)(-75,575$ |
107,242)($37,503)(6,897)(1,114)(152,756)(5,7291,161)(14,350)(9,782)(39,139-9,308114,091)($ |
~43~
| At January 1, 2024 Current service cost Interest (expense) income Past service cost Remeasurements: Return on plan assets Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Exchange difference At December 31, 2024 |
Present value of defined benefit obligations |
|
|---|---|---|
203,210)($25,830)(8,491)(4,733232,798)(-1,6344,7866,420-41,0012,758)(188,135)($ |
(c) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2025 and 2024 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.
- (d) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
20251.30%~6.85%3.00%~8.00% |
2024 | |
1.6%~7.13% |
||
3.00%~8.00% |
~44~
Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience according to Taiwan Life Insurance Industry 6[th] Mortality Table for the years ended December 31, 2025 and 2024. While the subsidiaries' assumptions were estimated based on the statistics and experience published by their respective countries.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
==> picture [451 x 144] intentionally omitted <==
----- Start of picture text -----
Discount rate Future salary increases
Increase Decrease Increase Decrease
0.25%~1% 0.25%~1% 0.25%~1% 0.25%~1%
December 31, 2025
Effect on present value of
($ 9,187) $ 10,222 $ 9,330 ($ 8,564)
defined benefit obligation
December 31, 2024
Effect on present value of
($ 9,096) $ 10,127 $ 9,302 ($ 8,528)
defined benefit obligation
----- End of picture text -----
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(e) Expected contributions to the defined benefit pension plans of the Group for 2026 amount to $23,370.
-
(f) As of December 31, 2025, the weighted average duration of the retirement plan is 7 years.
-
B. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The subsidiaries in Vietnam, Cambodia, and mainland China set aside pension reserves based on the regulations of the local governments sponsored defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the local governments are based on 7% ~ 16% of employees’ monthly salaries and wages. The pension of each employee is managed and arranged by the government; other than the monthly contributions, the Group has no further obligations. The pension costs under the defined contribution pension plans of the Group for the years ended
~45~
December 31, 2025 and 2024 were $61,199 and $65,565, respectively.
-
(18) Share capital
-
A. Movements in the number of the Company’s ordinary shares outstanding are as follows: (Unit: in thousand shares):
| (Unit: in thousand shares): | ||
|---|---|---|
| Beginning and ending balance | For the years endedDecember31, | |
2025146,154 |
2024 | |
146,154 |
- B. As of December 31, 2025, the Company’s authorized capital was $2,000,000 (including $100,000 thousand shares reserved for employee stock options) and the paid-in capital was $1,461,535, consisting of 146,154 thousand shares of ordinary stock with a par value of NT$10 (in dollars) per share. All proceeds from shares issued have been collected.
(19) Capital surplus
-
A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
-
B. Movements of the Company’s capital surplus for the years ended December 31, 2025 and 2024 are as follows:
| are as follows: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For the year ended December31,2025 At January 1 Adjustment for change in capital reserve of investee companies At December 31 |
Share premium |
Difference between the acquisition or disposal price and carrying amount of subsidiaries |
Changes in ownership interests in subsidiaries |
Change in equity of associates and joint ventures accounted for under equity Expired employee method stockoptions 12,809$5$12-12,821$5$ |
Others | Total | |||||
736,435$-736,435$ |
20,166$-20,166$ |
46,042$-46,042$ |
9,074$-9,074$ |
824,531$12824,543$ |
~46~
| For the year ended Share Difference between the acquisition or disposal price and carrying amount of December 31, 2024 premium subsidiaries Beginning and ending balance 736,435$20,166$ |
Changes in ownership interests in Change in equity of associates and joint ventures accounted for under equity Expired employee subsidiaries method stock options 46,042$12,809$5$ |
Others | Total | |
|---|---|---|---|---|
9,074$ |
824,531$ |
(20) Retained earnings
-
A. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
B. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the paid-in capital. After that, special reserve shall be set aside or reversed in accordance with the related laws or the regulations. The remainder, if any, shall be the current distributable earnings. The current distributable earnings along with the unappropriated earnings in the prior year shall be the accumulated distributable earnings which shall be proposed by the Board of Directors and resolved by the shareholders as dividends to shareholders. The Company’s dividend policy shall take into account current and future development plan, investment environment, capital needs, domestic and foreign competition, and capital budget, etc. along with shareholders’ interests. Each year, at least 30% of the current distributable earnings shall be appropriated as dividends. The dividends can be distributed in the form of cash or shares and cash dividends shall account for at least 10% of the total dividends distributed.
-
C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
D. For the years ended December 31, 2025 and 2024, the Company distributed cash dividends to owners in the amount of $292,307 ($2 (in dollars) per share) and $175,384 ($1.2 (in dollars) per share), respectively. On March 6, 2026, the Board of Directors proposed for the distribution of cash dividends from 2025 earnings in the amount of $73,077 ($0.5 (in dollars) per share).
~47~
(21) Other equity items
| Financial | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| assets at fair | ||||||||||
| value through | ||||||||||
| Currency | other | |||||||||
| translation | comprehensive | |||||||||
| For the year ended December 31, 2025 | difference | income | Total | |||||||
| At January 1 | $ |
123,341 |
$ |
16,075 |
$ |
139,416 |
||||
| Currency translation differences | ||||||||||
| –The Company | ( |
108,770) |
- |
( |
108,770) |
|||||
| –Associates | ( |
1) |
- |
( |
1) |
|||||
| Unrealized valuation gains and losses on financial | ||||||||||
| assets at fair value through other comprehensive | ||||||||||
| income | ||||||||||
| –The Company | - |
( |
475) |
( |
475) |
|||||
| –Associates | - |
( |
18,042) |
( |
18,042) |
|||||
| At December 31 | $ |
14,570 |
($ |
2,442) |
$ |
12,128 |
||||
| Financial | ||||||||||
| assets at fair | ||||||||||
| value through | ||||||||||
| Currency | other | |||||||||
| translation | comprehensive | |||||||||
| For the year ended December 31, 2024 | difference | income | Total | |||||||
| At January 1 | ($ |
35,776) |
$ |
7,035 |
($ |
28,741) |
||||
| Currency translation differences | ||||||||||
| –The Company | 160,597 |
- |
160,597 |
|||||||
| –Associates | ( |
3) |
- |
( |
3) |
|||||
| Foreign currency translation differences arising from the | ||||||||||
| liquidation of the investee company are recognized as | ||||||||||
| gains or losses from the disposal of investment | ( |
1,477) |
- |
( |
1,477) |
|||||
| Unrealized valuation gains and losses on financial | ||||||||||
| assets at fair value through other comprehensive | ||||||||||
| income | ||||||||||
| –The Company | - |
694 |
694 |
|||||||
| –Associates | - |
8,346 |
8,346 |
|||||||
| At December 31 | $ |
123,341 |
$ |
16,075 |
$ |
139,416 |
~48~
(22) Operating revenue
- A. The Group derives revenue from the transfer of goods and services over time and at a point in time. Revenue is mainly from various garment products and consultation services. Refer to Note 14, ‘Segment information’.
| erating revenue The Group derives revenue from the transfer of goods and services over time and at a point in time. Revenue is mainly from various garment products and consultation services. Refer to Note 14, ‘Segment information’. |
erating revenue The Group derives revenue from the transfer of goods and services over time and at a point in time. Revenue is mainly from various garment products and consultation services. Refer to Note 14, ‘Segment information’. |
erating revenue The Group derives revenue from the transfer of goods and services over time and at a point in time. Revenue is mainly from various garment products and consultation services. Refer to Note 14, ‘Segment information’. |
|---|---|---|
| The Group has recognized the following revenue-related contract liabilities: 2025 2024 Timing of revenue recognition At a point in time Sales revenue 6,657,837$7,425,546$Over time Services revenue 19,82420,8146,677,661$7,446,360$For the years endedDecember31, December 31, 2025 December 31, 2024 January1,2024 Contract liabilities - current 1,888$2,826$4,891$2025 2024 Revenue recognized that was included in the contract liability balance at the beginning of the year - receipts in advance 1,751$3,816$For the years endedDecember31, |
||
20251,751$ |
2024 | |
3,816$ |
B. The Group has recognized the following revenue-related contract liabilities:
(23) Interest income
| Interest income | ||
|---|---|---|
| Interest income from bank deposits Interest income from financial assets measured at amortised cost Others |
For the years endedDecember31, | |
202515,281$40,40211655,799$ |
2024 | |
16,989$37,934234 |
||
55,157$ |
(24) Other income
| Other income | ||
|---|---|---|
| Rental income Government grants income Others |
For the years ended December 31, | |
20252,887$49822,96126,346$ |
2024 | |
2,588$79616,454 |
||
19,838$ |
~49~
(25) Other gains and losses
| (26) (27) |
Finance costs Expenses by nature 2025 2024 Net loss on financial assets and liabilities at fair value through profit or loss -$256)($Net currency exchange (loss) gain 17,734)(88,383Loss (gain) on disposal of investments 4,865)(1,654Net gain (loss) on disposal of property, plant and equipment 1,180130)(Gain from lease modifications -5Other losses 2,493)(2,427)(23,912)($87,229$For the years endedDecember31, 2025 2024 Interest expense Bank borrowings 25,919$19,590$Lease liabilities 1,6651,64427,584$21,234$For the years ended December 31, Operating cost Operating expense Total Employee benefit expenses 1,383,835$602,742$1,986,577$Depreciation charges on property, plant and equipment 70,58118,22788,808Depreciation charges on right-of-use assets 32,6983,68936,387Depreciation charges on investment property (note) -2,4732,473Amortization charges on intangible assets -4,6304,6301,487,114$631,761$2,118,875$For the yearendedDecember31,2025 |
|---|---|
~50~
| Employee benefit expenses Depreciation charges on property, plant and equipment Depreciation charges on right-of-use assets Depreciation charges on investment property (note) Amortization charges on intangible assets |
For the yearendedDecember31,2024 | For the yearendedDecember31,2024 | For the yearendedDecember31,2024 |
|---|---|---|---|
Operating cost1,467,772$71,05631,475--1,570,303$ |
Operating expense646,455$19,4652,5922,2957,424678,231$ |
Total | |
2,114,227$90,52134,0672,2957,424 |
|||
2,248,534$ |
(Note) Listed as “Other gains and losses”.
(28) Employee benefit expense
| Employee benefit expense | |||
|---|---|---|---|
| Wages and salaries Labor and health insurance expenses Pension costs Other personnel expenses Wages and salaries Labor and health insurance expenses Pension costs Other personnel expenses |
For the yearendedDecember31,2025 | ||
| Operating cost Operating expense Total 1,214,690$529,736$1,744,426$67,61133,190100,80180,45026,263106,71321,08413,55334,6371,383,835$602,742$1,986,577$For the yearendedDecember31,2024 |
Total | ||
Operating cost1,300,584$72,30670,15124,7311,467,772$ |
Operating expense572,725$31,47724,07218,181646,455$ |
Total | |
1,873,309$103,78394,22342,9122,114,227$ |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ remuneration. Of the total employees
’compensation, at least 70% of the amount shall be allocated as compensation for rank-and-file employees. -
B. For the years ended December 31, 2025 and 2024, employees’ compensation was both accrued at $6,000; while directors’ remuneration was accrued at $3,800 and $6,600, respectively. The aforementioned amounts were recognized in salary expenses. The expenses recognized for the year were accrued based on the earnings of current year distributable and the percentage prescribed by the Company’s Articles of Incorporation. The employees’ compensation and
~51~
directors’ remuneration resolved by the Board of Directors on March 6, 2026 and March7, 2025 were $6,000 and $5,400 and $6,000 and $8,200 for the years ended December 31, 2025 and 2024, respectively, and the employees’ compensation will be distributed in the form of cash. The difference in recognition of employees’ compensation and directors’ compensation for 2025 is $1,600, mainly caused by estimation differences, and will be adjusted in profit or loss for 2026.
The difference in recognition of employees’ compensation and directors’ compensation in the 2024 is $1,600, mainly caused by estimation differences, and has been adjusted in Alone profit or loss for 2025.
Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” on the website of the Taiwan Stock Exchange.
(29) Income tax
A. Income tax expense:
- (a) Components of income tax expense:
| website of the Taiwan Stock Exchange. e tax ome tax expense: Components of income tax expense: |
||||
|---|---|---|---|---|
| For the years ended | December31, | |||
| 2025 | 2024 | |||
| Current income tax: | ||||
| Income tax incurred in current year | $ |
36,190 |
$ |
57,754 |
| Tax on undistributed earnings | 7,167 |
5,025 |
||
| Prior year income tax under estimation | 2,992 |
1,350 |
||
46,349 |
64,129 |
|||
| Deferred income tax: | ||||
| Origination and reversal of temporary | ||||
| differences | ( |
2,924) |
13,122 |
|
| Net currency exchange difference | ( |
1,148) |
1,849 |
|
( |
4,072) |
14,971 |
||
| Income tax expense | $ |
42,277 |
$ |
79,100 |
- (b) The income tax relating to components of other comprehensive income is as follows:
| For the | years ended | years ended | December31, | ||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Remeasurement on defined benefit obligations | ($ |
2,023) |
$ |
2,554 |
|
| Net currency exchange difference | ( |
77) |
175 |
||
($ |
2,100) |
$ |
2,729 |
~52~
B. Reconciliation between income tax expense and accounting profit:
| For the years ended | For the years ended | December31, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Tax calculated based on profit before | $ |
38,514 |
$ |
119,800 |
| tax and statutory tax rate | ||||
| Effect from items disallowed by tax regulation | ( |
7,938) |
( |
48,208) |
| Expenses disallowed by tax regulation | 1,542 |
1,133 |
||
| Tax on undistributed earnings | 7,167 |
5,025 |
||
| Prior year incom tax under estimation | 2,992 |
1,350 |
||
| Income tax expense | $ |
42,277 |
$ |
79,100 |
~53~
C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| are as follows: | |||||||
|---|---|---|---|---|---|---|---|
| Deferred tax assets Temporary differences: Unrealized loss on currency exchange Unrealized compensated absences Pensions Unrealized loss on investment Allowance for doubtful accounts Unrealized lease liabilities Tax losses Deferred tax liabilities Temporary differences: Unrealized gain on currency exchange Pensions Incremental tax on land revaluation Unrealized gain on investment Unrealized right-of-use assets |
For theyear ended December 31,2025 | ||||||
| January1 | Recognized in profitor loss |
Recognized in other comprehensive income |
December31 | ||||
330$2,17130,1524,7804173,3725,60646,828$1,001)($848)(33,178)(6,564)(3,372)(44,963)($1,865$ |
4,584$56)(280--8,0352,862)(9,981$1,001$23)(--8,035)(7,057)($2,924$ |
-$-1,499----1,499$-$524---524$2,023$ |
4,914$2,11531,9314,78041711,4072,74458,308$-$347)(33,178)(6,564)(11,407)(51,496)($6,812$ |
~54~
| Deferred tax assets Temporary differences: Unrealized loss on currency exchange Unused compensated absences Pensions Unrealized loss on investment Allowance for doubtful accounts Unrealized lease liabilities Tax losses Deferred tax liabilities Temporary differences: Unrealised gain on currency exchange Pensions Incremental tax on land revaluation Unrealized gain on investment Unrealized right-of-use assets |
For theyear ended December 31,2024 | For theyear ended December 31,2024 | For theyear ended December 31,2024 | For theyear ended December 31,2024 | For theyear ended December 31,2024 | |
|---|---|---|---|---|---|---|
| January1 | Recognized in profitor loss |
Recognized in other comprehensive income |
December31 | |||
6,268$1,95031,7624,7804179,52512,10666,808$-$-33,178)(6,564)(9,525)(49,267)($17,541$ |
5,938)($22196--6,153)(6,500)(18,274)($1,001)($---6,1535,152$13,122)($ |
-$-1,706)(----1,706)($-$848)(---848)($2,554)($ |
330$2,17130,1524,7804173,3725,60646,828$1,001)($848)(33,178)(6,564)(3,372)(44,963)($1,865$ |
~55~
- D. Expiration dates of unused tax losses and amounts of unrecognized deferred tax assets are as follows:
Year incurred20172018201920212024Year incurred 20172018201920202021 |
Amount filed/ assessed 32,998$9018,69052,85036,667Amount filed/ assessed 32,998$90125,94127,13853,082 |
Unrecognized Unused amount deferredtax assets 4,129$-$901-8,690-52,85052,85036,66736,667December 31, 2025 Unrecognized Unused amount deferredtaxassets 18,438$-$901-17,9519,26027,13827,13853,08253,082December31,2024 |
Expiry year |
|---|---|---|---|
20272028202920262029Expiry year |
|||
202720282024~202920252026 |
- E. The amounts of deductible temporary differences that were not recognized as deferred tax assets are as follows:
| are as follows: | ||
|---|---|---|
| Deductible temporary differences: Unrealized loss on investment Allowance for doubtful accounts that exceeded the allowable tax limit |
December31,2025289,213$1,980291,193$ |
December 31, 2024 |
392,292$2,842 |
||
395,134$ |
- F. The Group’s income tax returns through 2023 have been assessed and approved by the Tax Authority and there were no disputes existing between the Group and the Tax Authority as of March 6, 2026.
~56~
(30) Earnings per share
| Earnings per share | Earnings per share | Earnings per share |
|---|---|---|
| Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (sharesin thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 83,428$146,1540.57$Diluted earnings per share Profit attributable to ordinary shareholders of the parent 83,428$146,154Assumed conversion of all dilutive potential ordinary shares of the parent Employees' compensation -292Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 83,428$146,4460.57$For the yearendedDecember31,2025 Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (sharesin thousands) (indollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 441,322$146,1543.02$Diluted earnings per share Profit attributable to ordinary shareholders of the parent 441,322$146,154Assumed conversion of all dilutive potential ordinary shares of the parent Employees' compensation -201Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 441,322$146,3553.02$For the yearendedDecember 31,2024 |
||
| Weighted average number of ordinary shares outstanding (sharesin thousands) 146,154146,154201146,355 |
Earnings per share (indollars) |
|
3.02$ |
||
3.02$ |
~57~
(31) Supplemental cash flow information
A. Investing activities with partial cash payments:
| (a) Acquisition of property, plant and equipment Add: Beginning balance of payables for equipment (listed as “Other payables”) Less: Ending balance of payables for equipment (listed as “Other payables”) Cash paid for acquisition of property, plant and equipment (b) Acquisition of investment property Add: Beginning balance of payables for equipment (listed as “Other payables “) Cash paid for acquisition of investment property |
2025 2024 68,679$42,504$3,4713,8401,257)(3,471)(70,893$42,873$For the years endedDecember31, 2025 2024 1,581$1,276$-6661,581$1,942$For the years ended December 31, |
|---|---|
20251,581$-1,581$ |
B. Investing activities with no cash flow effects:
| (1) Prepayments transferred to prepayments for equipment (2) Prepayments for equipment transferred to property, plant and equipment (3) Prepayments for equipment transferred to investment property (4) Prepayments for equipment transferred to intangible assets |
For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
2025-$314$76$-$ |
2024 | |
390$ |
||
-$ |
||
1,486$ |
||
645$ |
~58~
(32) Changes in liabilities from financing activities
| At January 1, 2025 Changes in cash flow from financing activities Changes in other non-cash items At December 31, 2025 |
Short-term borrowings |
Long-term borrowings |
Leaseliabilities | Guarantee depositsreceived |
Total liabilities from financing activities |
|
|---|---|---|---|---|---|---|
500,925$12,226)(253)(488,446$ |
47,500$--47,500$ |
15,920$48,010)(87,74555,655$ |
2,920$342)(-2,578$ |
567,265$60,578)(87,492594,179$ |
| At January 1, 2024 Changes in cash flow from financing activities Changes in other non-cash items At December 31, 2024 |
Short-term borrowings |
Long-term borrowings |
Leaseliabilities Guarantee deposits received 47,358$2,655$29,326)(2652,112)(-15,920$2,920$ |
Leaseliabilities Guarantee deposits received 47,358$2,655$29,326)(2652,112)(-15,920$2,920$ |
Total liabilities from financing activities |
|
|---|---|---|---|---|---|---|
609,000$111,915)(3,840500,925$ |
-$47,500-47,500$ |
2,655$265-2,920$ |
659,013$93,476)(1,728567,265$ |
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
Names of related parties
Tainan Enterprise (Cayman) Co., Limited Nelson Sport Co., Ltd.
Relationship with the Group
Associate Other related party
(2) Significant related party transactions
A. Operating revenue
For the years ended December 31, 2025 2024 Sales of goods: Other related party $ 27,711 $ 13,377
The collection period for related parties was 60 days after the end of each month, and for the third parties was 30~90 days after the end of each month. Other terms of sales were the same as the third parties.
B. Purchases
| third parties. Purchases |
||
|---|---|---|
| Purchases of goods: Associates |
For the years endedDecember31, | |
2025358$ |
2024 | |
345$ |
~59~
The terms of purchases and payments (due within 3 months) to related parties were the same as the third party suppliers.
C. Other income
| C. | Other income | ||
|---|---|---|---|
| D. |
Accounts payable Associates Associates |
2025 2024 646$622$For the years endedDecember31, December31,2025 December 31, 2024 158$291$ |
|
2025646$December31,2025 158$ |
|||
291$ |
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
2025 2024 35,749$35,099$5,3636,37241,112$41,471$For the years endedDecember31, |
|
35,099$6,372 |
||
41,471$ |
8. PLEDGED ASSETS
None.
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
A. As of December 31, 2025 and 2024, the remaining balance due for construction in progress was $288,884 and $319,510, respectively.
-
B. As of December 31, 2025 and 2024, the unused letters of credit amounted to $161,886 and $316,730, respectively.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
None.
12. OTHERS
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
~60~
(2) Financial instruments
A. Financial instruments by category
| nancial instruments Financial instruments by category |
||
|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Designation of equity instruments Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost Notes receivable Accounts receivable Other receivables Guarantee deposits paid Financial liabilities Financial liabilities at amortised cost Short-term borrowings Notes payable Accounts payable Other payables Lease liabilities (including current portion) Long-term borrowings Guarantee deposits received |
December31,202586,825$764$621,938$881,748281,137,25454,53215,4292,710,929$488,446$4,565292,839421,56555,65547,5002,5781,313,148$ |
December31,2024 |
86,825$ |
||
1,239$ |
||
804,611$809,787-1,404,50154,63215,748 |
||
3,089,279$ |
||
500,925$9,732426,282499,77915,92047,5002,920 |
||
1,503,058$ |
B. Financial risk management policies
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. To minimize any adverse effects on the financial performance of the Group, derivative financial instruments, such as foreign exchange forward contracts and foreign currency option contracts are used to hedge certain exchange rate risk, and interest rate swaps are used to fix variable future cash flows. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
~61~
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities.
-
ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the Group treasury. Exchange rate risk is measured through a forecast of highly probable USD and RMB expenditures. Forward foreign exchange contracts are adopted to minimize the volatility of the exchange rate affecting cost of forecast inventory purchases.
-
iii. The Group's risk management policy is to hedge the expected future cash flows risk of major currencies (mainly purchase of inventories denominated in USD), so as to reduce the risk exposure of major currencies.
-
iv. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through liabilities denominated in the relevant foreign currencies.
~62~
- v. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD NTD:USD IDR:USD RMB:NTD KHR:USD Financial liabilities Monetary items USD:NTD IDR:NTD RMB:USD VND:USD |
Foreign currency amount (in thousands) Exchangerate Bookvalue 42,943$31.431,349,709$15,9620.0315,9623,538,3310.0000606,6271,2394.4965,569469,1950.0002493,67041,71831.431,311,20883,854,3170.000060157,04717,2874.49677,72229,019,4090.00004036,307December31,2025 |
|---|---|
~63~
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD RMB:NTD IDR:USD NTD:USD VND:USD Financial liabilities Monetary items USD:NTD IDR:NTD RMB:USD VND:USD |
Foreign currency amount (in thousands) Exchangerate Bookvalue 51,708$32.791,695,508$9,5044.47842,5589,273,6600.00006218,81516,1810.0316,1818,355,2610.00004111,21739,65632.791,300,31968,114,1740.000062138,19323,2524.478104,12229,789,0790.00004139,991December31,2024 |
|---|---|
Sensitivity analysis of foreign exchange risk mainly focuses on the foreign currency monetary items at the end of the financial reporting period. If the exchange rate of NTD to all foreign currencies had appreciated or depreciated by 1% with all other variables held constant, post-tax profit would have increased/decreased by $2,007 and $ 2,017 for the years ended December 31, 2025 and 2024, respectively.
vi. The total exchange (loss) gain, including realized and unrealized arising from significant
foreign exchange variation on the monetary items held by the Group, amounted to ($17,734) and $88,383 for the years ended December 31, 2025 and 2024, respectively.
Price risk
-
i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
-
ii. The Group’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit would both have increased/decreased by $868 for the years ended December 31, 2025 and 2024 respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $8
~64~
and $12 respectively, as a result of other comprehensive income on equity investments classified as at fair value through other comprehensive income.
Cash flow and fair value interest rate risk
-
i. The Group’s main interest rate risk arises from bank borrowings with variable rates, which expose the Group to cash flow interest rate risk, partial interest rate risk is offset by cash and cash equivalents held at variable rates. The Group's borrowings issued at floating rates were mainly denominated in New Taiwan Dollars and US Dollars in 2025 and 2024.
-
ii. If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, net of tax profit for the years ended December 31, 2025 and 2024 would have decreased/increased by $207 and $157, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortized cost.
-
ii. The Group manages its credit risk taking into consideration the entire group’s concern. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.
-
iii. The Group adopts management of credit risk, if the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument.
-
iv. The Group adopts the assumptions under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
v. The Group classifies customer’s notes and accounts receivable in accordance with credit rating of customer, collaterals, credit risk on trade, etc. The Group applies the simplified approach using the provision matrix, loss rate methodology to estimate expected credit loss. The Group uses the forecast ability of conditions to adjust historical and timely information to assess the default possibility of accounts receivable. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable is as follows:
~65~
| Expectedlossrate At December 31, 2025 Group A -%At December 31, 2024 Group A 0.09%Individual A 53.58%Individual B 100%Total |
Bookvalue1,137,254$1,405,480$5392,1471,408,166$ |
Allowance-$1,229$2892,1473,665$ |
|---|---|---|
- vi. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable are as follows:
| For the years ended | For the years ended | December31, | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| At January 1 | $ |
3,665 |
$ |
8,604 |
| Expected credit gains | ( |
3,665) |
( |
4,939) |
| At December 31 | $ |
- |
$ |
3,665 |
-
vii. The Group used the forecast ability to adjust historical and timely information to assess the default possibility of debt instrument on December 31, 2025 and 2024, and used collaterals or other credit enhancement held by the Group to estimate expected credit loss.
-
viii. Movements in loss allowance for investments in debt instruments carried at amortized cost are as follows:
==> picture [433 x 14] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
----- End of picture text -----
| For the years endedDecember31, | dDecember31, | |
|---|---|---|
| Significant increase Impairment Significant increase incredit risk ofcredit incredit risk At January 1 -$55,342$-$Effect of foreign exchange -2,295)(-At December 31 -$53,047$-$2025 Lifetime 2024 Lifetime |
2024 | |
| Lifetime | ||
| Impairment ofcredit |
||
51,831$3,511 |
||
55,342$ |
(c) Liquidity risk
- i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by the Group Finance Department. Group’s Finance Department monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any if its borrowing facilities.
~66~
- ii. Surplus cash held by the operating entities over and above the balance required for working capital management are transferred to the Group’s Finance Department. Group’s Finance Department invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the above mentioned forecasts.
iii. The Group has the following undrawn borrowing facilities:
| Floating rate: Expiring within one year |
December 31, 20254,330,549$ |
December31,20244,494,621$ |
|---|---|---|
- iv. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows:
| December 31, 2025 Non-derivative financial liabilities: Short-term borrowings Notes payable Accounts payable Other payables Lease liabilities Long-term borrowings Guarantee deposits received December31,2024 Non-derivative financial liabilities: Short-term borrowings Notes payable Accounts payable Other payables Lease liabilities Long-term borrowings Guarantee deposits received |
Less than 1year 493,333$4,565292,839421,56523,0412,116-Less than 1year 504,578$9,732426,828499,77912,537757- |
Between 1 and 3 years -$---30,94533,5482,578Between 1 and 3 years -$---4,02719,0202,920 |
Between 3 and 5 years -$---6,66613,671-Between 3 and 5 years -$----30,315- |
Over5 years |
|---|---|---|---|---|
-$------Over5 years |
||||
-$------ |
v. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
~67~
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.
-
B. Fair value information of investment property at cost is provided in Note 6(11), “Investment property, – net”.
-
C. The carrying amounts of the Group’s financial instruments not measured at fair value including cash and cash equivalents, financial assets at amortized cost, notes receivable, accounts receivable, other receivables, guarantee deposits paid, short term borrowings, notes payable, accounts payable, other payables, long-term borrowings and guarantee deposits received are approximate to their fair values.
-
D. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:
-
(a) The related information on the nature of the assets and liabilities is as follows:
| December31,2025 Financial assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Financial assets at fair value through other comprehensive income Equity securities |
Level 1-$764764$ |
Level 2-$--$ |
Level386,825$-86,825$ |
Total |
|---|---|---|---|---|
86,825$764 |
||||
87,589$ |
~68~
==> picture [447 x 164] intentionally omitted <==
----- Start of picture text -----
December 31, 2024 Level 1 Level 2 Level 3 Total
Financial assets
Recurring fair value measurements
Financial assets at fair value through
profit or loss
- -
Equity securities $ $ $ 86,825 $ 86,825
Financial assets at fair value through
other comprehensive income
- -
Equity securities 1,239 1,239
-
$ 1,239 $ $ 86,825 $ 88,064
----- End of picture text -----
-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i. The instruments the Group used market quoted prices (closing price of listed shares) as their fair values (that is, Level 1).
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.
-
iii. The market approach (Price-to-Book Ratio, P/B ratio) and asset approach (net book value adjustment) are used by the Group to measure its certain equity investment without active market, which is calculating the ratio of recent identical or similar transaction price to book as an observable input to project the fair value of the disposal group.
-
(c) For the years ended December 31, 2025 and 2024, there was no transfer between Level 1 and Level 2, and there was no transfer into or out from Level 3.
-
(d) The following chart is the movement of Level 3 for the years ended December 31, 2025 and 2024:
| The following chart is the movement of Level 2024: |
3 for the years ended December 31, 2025 and | 3 for the years ended December 31, 2025 and |
|---|---|---|
| Beginning and ending balance | Equity securities (Note) | |
| For the years endedDecember31, | ||
202586,825$ |
2024 | |
86,825$ |
-
(Note) There is no adjustment of equity securities in Level 3 for the years ended December
-
31, 2025 and 2024 because the fair value change was insignificant.
~69~
- (e) The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Non-derivative equity instrument: Unlisted shares Non-derivative equity instrument: Unlisted shares |
Fair value at December 31, 2025 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fairvalue |
|---|---|---|---|---|---|
89,232$Fair value at December 31, 2024 |
The market approach (Price-to- Book Ratio)/Asset approach (net book value adjustment ) Valuation technique |
Discount for lack of marketability / Discount for lack of control Significant unobservable input |
30%Range (weighted average) |
The higher the discount for lack of marketability, the lower the fair value; and the higher the discount for lack of control, the lower the fair value. Relationship of inputs to fairvalue |
|
96,549$ |
The market approach (Price-to- Book Ratio)/Asset approach (net book value adjustment ) |
Discount for lack of marketability / Discount for lack of control |
30% |
The higher the discount for lack of marketability, the lower the fair value; and the higher the discount for lack of control, the lower the fair value. |
~70~
- (f) The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect on profit or loss or on other comprehensive income from financial assets categorized within Level 3 if the inputs used to valuation models have changed:
| changed: | ||||
|---|---|---|---|---|
| Financial assets Equity instrument Financial assets Equity instrument |
Input | Change±10%Change ±10% |
Favourable Unfavourable change change 12,747$12,747)($December profitor loss Recognized in December |
Favourable Unfavourable change change -$-$31,2025 comprehensiveincome Recognized in other Favourable Unfavourable change change -$-$31, 2024 comprehensiveincome Recognized in other |
| Discount for lack of marketability and discount for lack of control Input |
||||
| Favourable Unfavourable change change 13,793$13,793)($profitor loss Recognized in |
||||
| Discount for lack of marketability and discount for lack of control |
13. SUPPLEMENTARY DISCLOSURES
According to the current regulatory requirements, the Group is only required to disclose the information for the year ended December 31, 2025.
(1) Significant transactions information
-
A. Loans to others: Refer to table 1.
-
B. Provision of endorsements and guarantees to others: None.
-
C. Holding of significant marketable securities at the end of the period (excluding subsidiaries, associates and joint ventures): Refer to table 2.
-
D. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 3.
~71~
-
E. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 4.
-
F. Significant inter-company transactions during the reporting periods: Refer to table 5.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China) : Refer to table 6.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 7.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to table 8.
14. SEGMENT INFORMATION
(1) General information
The management of the Group has identified the reportable operating segments based on information provided to the Group’s chief operating decision-maker in order to make strategic decisions. The Group’s chief operating decision-maker manages the business from an entity’s perspective.
(2) Measurement of segment information
The chief operating decision-maker, evaluates the performance of the operating segments based on a measure of income before tax; this measure excludes the impact of non-recurring receipts and payments in operating segments. The accounting policies of the operating segment are the same as the summary of the material accounting policies described in Note 4, ‘Summary of material accounting polices’.
(3) Information about segment profit or loss, assets and liabilities
The segment information provided to the Chief operating decision-maker for the reportable segments is as follows:
~72~
| For the year | For the year | endedDecember | 31, | 2025 | ||
|---|---|---|---|---|---|---|
| Garment | ||||||
| production | Investment | Total | ||||
| Segment revenue | $ |
10,493,995 |
$ |
- |
$ |
10,493,995 |
| Inter-segment revenue | ( |
3,816,334) |
- |
( |
3,816,334) |
|
| Revenue from external customers | 6,677,661 |
- |
6,677,661 |
|||
| Interest income | - |
55,799 |
55,799 |
|||
| Depreciation and amortisation | 132,298 |
- |
132,298 |
|||
| Financial costs | 14,653 |
12,931 |
27,584 |
|||
| Segment income before tax | 92,106 |
33,599 |
125,705 |
|||
| Segment assets | 4,126,447 |
1,191,054 |
5,317,501 |
|||
| Segment liabilities | 1,005,385 |
512,037 |
1,517,422 |
|||
| For the year | endedDecember | 31, | 2024 | |||
| Garment | ||||||
| production | Investment | Total | ||||
| Segment revenue | $ |
11,729,856 |
$ |
- |
$ |
11,729,856 |
| Inter-segment revenue | ( |
4,283,496) |
- |
( |
4,283,496) |
|
| Revenue from external customers | 7,446,360 |
- |
7,446,360 |
|||
| Interest income | - |
55,157 |
55,157 |
|||
| Depreciation and amortisation | 134,307 |
- |
134,307 |
|||
| Financial costs | 11,441 |
9,793 |
21,234 |
|||
| Segment income before tax | 479,902 |
40,520 |
520,422 |
|||
| Segment assets | 4,618,790 |
1,261,507 |
5,880,297 |
|||
| Segment liabilities | 1,216,911 |
519,628 |
1,736,539 |
(4) Reconciliation for segment income (loss), assets and liabilities
Sales between segments are carried out at arm’s length. The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income, and the divisional income amounts provided to the chief operating decision maker are measured in accordance with the Group's consolidated financial statements and therefore do not require reconciliation.
~73~
(5) Information on products and services
Revenue from external customers is mainly from the production and sales of garment, the design, development, production, and sales of self-owned brands, and the provision of processing and business consulting services, as well as the agency of other internationally well-known brands. Details of revenue are as follows:
| Details of revenue are as follows: | ||
|---|---|---|
| Garment foundry and sales revenue Service revenue |
2025 2024 6,657,837$7,425,546$19,82420,8146,677,661$7,446,360$For the years endedDecember31, |
|
7,425,546$20,814 |
||
7,446,360$ |
(6) Geographical information
Geographical information for the years ended December 31, 2025 and 2024 is as follows:
==> picture [474 x 67] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
2025 2024
Non-current Non-current
Revenue assets Revenue assets
----- End of picture text -----
| Revenue | Non-current assets |
Revenue | Non-current assets |
|
|---|---|---|---|---|
| United States Canada Japan China Taiwan Cambodia Indonesia Vietnam Others |
5,404,735$623,205177,596108,52682,01714,7603,95011,287251,5856,677,661$ |
-$--27,621524,989170,546304,047297,870-1,325,073$ |
5,703,259$673,925319,452103,08376,79724,2031755,116540,3507,446,360$ |
-$--29,726524,376136,308310,435303,303- |
1,304,148$ |
(7) Major customer information
The details of the Group's major customers whose revenue from a single customer in 2025 and 2024 has reached more than 10% of the revenue on the consolidated comprehensive income statement are as follows:
| as follows: | ||||
|---|---|---|---|---|
| Customer name Customer B Customer D |
For the years endedDecember31, | |||
| 2025 | %2916 |
2024 | ||
NetOperatingRevenue1,942,336$1,063,159 |
NetOperatingRevenue1,851,312$1,456,078 |
% | ||
2520 |
~74~
Tainan Enterprises Co., Ltd.and Subsidiaries
Loans to others
For the year ended December 31, 2025
Table 1
Expressed in thousands of NTD
| Number | Name | Name of counterparty |
Account | Related parties |
Maximum balance |
Ending balance |
Actual amount drawn down |
Interest rate |
Nature of financial activity |
Total transaction amount |
Reason for financing |
Allowance for doubtful accounts |
Assetspledged | Assetspledged | Loan limit per entity (Note 2) |
Maximum amount available for loan (Note 2) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 2 |
Tainan Enterprises Co., Ltd. Tainan Enterprise (BVI) Co., Limited |
PT. Andalan Mandiri Busana PT. Andalan Mandiri Busana Tainan Enterprises (Vietnam) Co., Ltd. Yong Jeng International Co., Ltd. |
Other receivables Other receivables Other receivables Other receivables |
Y Y Y N |
94,290 $ 62,860 169,722 47,145 |
$ - - 169,722 47,145 |
$ - - 165,008 37,627 |
- - - 4% |
(Note 1) (Note 1) (Note 1) (Note 1) |
$ - - - - |
Financing use Financing use Financing use Financing use |
$ - - - - |
- - - - |
$ - - - - |
1,140,024 $ 1,337,767 $ 1,337,767 501,663 |
1,140,024 $ 1,337,767 $ 1,337,767 501,663 |
---- |
Note 1: Nature of loans to others is filled for short-term financing.
Note 2: In accordance with the provisions of the operating procedures for loaning to others, the calculation of the capital loan limit of individual objects and the total limit of capital loan is as follows:
-
Loan total limit: 40% of the net worth in the most recent financial report, but only if financing is necessary, 30% of the net worth in the most recent financial report.
-
Limit for a single company
-
(1) Trading partner: each company does not exceed the amount of business transactions.
-
(2) Short-term financing: each company does not exceed 30% net worth of its most recent financial report.
(3) Capital loans to foreign companies of the Republic of China that directly or indirectly hold 100% of the voting shares by the same parent company shall not exceed 80% of the net worth of the company's most recent financial report.
(4) In the case of (1) and (2) above, the limit shall be calculated in combination, but shall not exceed the total limit of loans.
Note 3: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43).
Table 1, Page 1
Tainan Enterprises Co., Ltd.and Subsidiaries
Table 2
Expressed in thousands of NTD
Holding of significant marketable securities at the end of the period (excluding subsidiaries, associates and joint ventures) December 31, 2025
| Investor | Typeandname ofsecurities | Relationship with the securitiesissuer |
General ledger account (Note1) |
Ending balance | Ending balance | Footnote | ||
|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Bookvalue | Ownership (%) | Fairvalue | |||||
| Tainan Enterprises Co., Ltd. Stocks: KOCHE DEVELOPMENT CO., LTD. Substantive related parties 3 5,792 KOCHE GLOBAL CO., LTD. Substantive related parties 3 4,350 DELTAMAC (TAIWAN) CO., LTD. -4 40 Tainan Enterprise (BVI) Bonds: Co., Limited Barclays, 5.2% DUE 12 MAY 2026, etc. -1 - BHP Group Limited, 5.0% DUE 15 FEB 2036, etc. -2 - Stocks: NETSOL TECH-NOLOGIES INC. -3 44 Note 1: There are four types of account items as follows: 1. Financial assets at amortized cost - current 2. Financial assets at amortized cost - non-current 3. Financial assets at fair value through profit or loss - non-current 4. Financial assets at fair value through other comprehensive income - non-current Note 2: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted (USD:NTD 1:31.43; CNY:USD 1:0.143). |
60,939 $ 13.58% 25,886 10.73% 764 0.11% 44,131 - 831,331 - - 0.27% on the date of the financial statements |
65,043 $ 24,189 764 44,131 831,331 - |
────── |
Table 2, Page 1
Expressed in thousands of NTD
Tainan Enterprises Co., Ltd.and Subsidiaries
- Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid in capital or more For the year ended December 31, 2025
Table 3
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases(sales) | Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Tainan Enterprises Co., Ltd. P.T.Tainan Enterprises Indonesia |
P.T.Tainan Enterprises Indonesia Tainan Enterprises Co., Ltd. |
Subsidary The Company |
Purchases (Sales) |
1,590,134 $ 1,590,134) ( |
42% (99%) |
(Note 1) (Note 1) |
$ - - |
-- |
279,688) ($ 279,688 |
(57%) 99% |
-- |
Note 1: Receipt and payment terms for purchases and sales to related parties is closes its accounts in 3 months.
Note 2: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43).
Table 3, Page 1
Table 4
Expressed in thousands of NTD
Tainan Enterprises Co., Ltd.and Subsidiaries
- Receivables from related parties reaching $100 million or 20% of paid in capital or more
December 31, 2025
| CompanyName | Counterparty | Relationship | Receivable from relatedparty | Receivable from relatedparty | Turnover rate | Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|---|
| Items | Amount | Amount | Action taken | ||||||
| P.T.Tainan Enterprises Indonesia Tainan Enterprises (Cambodia) Co., Gin-Sovann Fashion (Cambodia) Tainan Enterprise (BVI) Co., Limited |
Tainan Enterprises Co., Ltd. Tainan Enterprises Co., Ltd. Tainan Enterprises Co., Ltd. Tainan Enterprises (Vietnam) Co., Ltd. |
The Company The Company The Company Subsidary |
Accounts receivable Accounts receivable Accounts receivable Other receivables |
279,688 $ 139,652 105,474 165,008 |
5.19 4.75 2.98 - |
- $ - - - |
---- |
208,715 $ 139,652 39,288 - |
- $ - - - |
Note : The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43; CNY:USD 1:0.143).
Table 4, Page 1
Tainan Enterprises Co., Ltd.and Subsidiaries
- Significant inter company transactions during the reporting period For the year ended December 31, 2025
Table 5
Expressed in thousands of NTD
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
Transactions | Transactions | ||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Terms | Percentage of consolidated total operating revenues or total assets(Note 3) |
||||
| 0 1 2 3 |
Tainan Enterprises Co., Ltd. Tainan Enterprise (BVI) Co., Limited Tainan Enterprises (Cambodia) Co., Ltd. Beyoung Fashion Co., Ltd. |
P.T.Tainan Enterprises Indonesia PT. Andalan Mandiri Busana Tainan Enterprises (Cambodia) Co., Ltd. Tainan Enterprises (Vietnam) Co., Ltd. Yixing Gaoqing Garments Co., Ltd. Gin-Sovann Fashion (Cambodia) Limited. Tainan Enterprises (Vietnam) Co., Ltd. Gin-Sovann Fashion (Cambodia) Limited. Gin-Sovann Fashion (Cambodia) Limited. |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 3 3 3 3 |
Purchases Accounts payable Services revenue External processing cost Services revenue Other payables External processing cost Services revenue Other payables External processing cost Services revenue Other payables External processing cost Other payables External processing cost Services revenue Other payables Other receivables External processing cost Other payables External processing cost Other payables |
1,590,134 $ 279,688 68,831 640,481 64,297 99,608 763,866 67,091 139,652 294,333 25,727 39,645 121,080 77,722 301,473 27,497 105,474 165,008 54,710 10,247 66,116 59,442 |
Closes its accounts 3 months after the end of each transaction --------------------- |
24%5%1%10%1%2%11%1%3%4%-1%2%1%5%-2%3%1%-1%1% |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
(1) The company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories:
(1) The company to subsidiary.
(2) Subsidiary to the company.
(3) Subsidiary to subsidiary.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: Significant inter-company transactions during the reporting periods are not disclosed since these were corresponding transactions.
Note 5: The disclosure standard for important transactions is more than NT$10 million.
Note 6: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43; CNY:USD 1:0.143).
Table 5, Page 1
Tainan Enterprises Co., Ltd.and Subsidiaries
Names, locations and other information of investee companies ( excluding investees in Mainland China) For the year ended December 31, 2025
Table 6
Expressed in thousands of NTD
| Investor | Investee | Location | Main business | Original investment amount | Original investment amount | Shares held | as at December 31,2025 | as at December 31,2025 | Net income (loss) of the investee |
Investment income (loss) recognized by the Company |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2025 |
Balance as at December 31,2024 |
Number of shares | Ownership (%) | Book value | |||||||
| Tainan Enterprises Co., Ltd. Tainan Enterprise (BVI) Co., Limited T&G Fashion Co., Ltd. |
Tainan Enterprise (BVI) Co., Limited P.T.Tainan Enterprises Indonesia PT. Andalan Mandiri Busana PT CAHAYA IDNDAH GLOBAL Tainan Enterprises (Cambodia) Co., Ltd. Tainan Enterprises (Vietnam) Co., Ltd. Beyoung Fashion Co., Ltd. T&G Fashion Co., Ltd. Tainan Enterprise (Cayman) Co., Limited Gin-Sovann Fashion (Cambodia) Limited. Camitex II (Cambodia) MFG Co., Ltd. Golden Harbor Garment (Cambodia) Limited. |
British Virgin Islands Indonesia Indonesia Indonesia Cambodia Vietnam Taiwan Seychelles Cayman Islands Cambodia Cambodia Cambodia |
Professional investments Garment processing, production and selling Garment processing, production and selling Garment processing, production and selling Garment processing, production and selling Garment processing, production and selling Garment processing, production and selling Professional investments Professional investments Garment processing, production and selling Garment processing, production and selling Garment processing, production and selling |
517,058 $ 64,446 182,024 83,175 29,585 319,090 141,742 123,199 220,990 31,430 19,270 - |
517,058 $ 64,446 182,024 74,069 29,585 319,090 141,742 123,199 220,990 31,430 19,270 - |
170,000 2,400,000 6,000 2,650,000 1,000 - 5,050,000 3,300,000 4,783,738 - 100 - |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 13.39 100.00 100.00 100.00 |
1,672,209 $ 445,560 246,159 83,043 254,892 141,070 43,748 253,140 79,494 213,757 82 - |
55,223 $ 17,722 35,059 177) ( 17,897 28,626) ( 6,519 25,511 35,031 24,524 - - |
54,361 $ 18,046 35,059 177) ( 17,897 28,626) ( 6,519 - - - - - |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary (Note 1) (Note 1) Subsidiary (Note 1) Subsidiary (Note 1) (Note 2) Subsidiary (Note 3) |
Note 1: According to regulations, the amount of investment (loss) income recognized in the current period may be exempted from disclosure.
Note 2: The subsidiary has ceased business and was pending for liquidation process.
Note 3: The subsidiary had been liquidated in the second quarter of 2025.
Note 4: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43).
Table 6, Page 1
Table 7
Expressed in thousands of NTD
Tainan Enterprises Co., Ltd.and Subsidiaries
Information on investments in Mainland China - Basic information
For the year ended December 31, 2025
| Investee in Mainland China |
Mainbusiness | Paid-incapital | Investment method |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2025 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the the year ended December 31,2025 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the the year ended December 31,2025 |
Accumulated amount of remittance from Taiwan to Mainland China as of December31,2025 |
Net income of investee |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognized by the Company (Note2) |
Book value of investments in Mainland China as of December 31, 2025 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2025 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Yixing Gaoqing Garments Co., Ltd. |
Garment processing, production and selling |
141,435 $ |
(Note 1) |
94,290 $ |
- $ |
- $ |
94,290 $ |
23,565) ($ |
100% | 23,565) ($ |
107,965 $ |
- $ |
(Note 3) |
Accumulated amount of Investment amount approved Ceiling on investments in remittance from Taiwan by the Investment Commission Mainland China imposed by the to Mainland China of the Ministry of Economic Investment Commission of Company name as of December 31, 2025 Affairs (MOEA) MOEA Tainan Enterprises $ 303,334 $ 1,222,585 (Note 4) Co., Ltd.
Note 1: Indirect investment in Mainland China through a company set up in a third region, Tainan Enterprises (BVI) Co., Limited. Note 2: Recognition based on the financial statements audited by the auditors of the parent company in Taiwan. Note 3: Among them, $47,145 (USD1,500 thousand dollars) was indirect investment in Mainland China through a company set up in a third region, Tainan Enterprises (BVI) Co., Limited. Note 4: Enterprises that have been approved by the Ministry of Economic Affairs to operate their headquarters are not subject to monetary or proportional limits. Note 5: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43; CNY:USD 1:0.143).
Table 7, Page 1
Table 8
Expressed in thousands of NTD
Tainan Enterprises Co., Ltd.and Subsidiaries Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas For the year ended December 31, 2025
| Investee in Mainland China |
Sale (purchase) | Sale (purchase) | Propertytransaction | Propertytransaction | Accounts receivable (payable) |
Accounts receivable (payable) |
Provision of endorsements/guarantees orcollaterals |
Provision of endorsements/guarantees orcollaterals |
Financing | Others (Note) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Balance at December 31, 2025 |
% | Balance at December 31, 2025 |
Purpose | Maximum balance during the year ended December 31,2025 |
Balance at December 31,2025 |
Interest rate | Interest during the year ended December 31,2025 |
||
| Yixing Gaoqing Garments Co., Ltd. |
- $ |
- |
- $ |
- | - $ |
- |
- $ |
- |
- $ |
- $ |
- |
- $ |
External process cost $ 121,080 Other payables $ 77,722 |
Note: The numbers in the table that involves foreign currencies are expressed in New Taiwan dollars according to the exchange rate posted on the date of the financial statements (USD:NTD 1:31.43; CNY:USD 1:0.143).
Table 8, Page 1