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Test Rite — Audit Report / Information 2026
May 11, 2026
52229_rns_2026-05-11_1e6c4c33-8520-4394-a18a-8e029625bf5e.pdf
Audit Report / Information
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Test-Rite International Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors' Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies that are required to be included in the consolidated financial statements of affiliates in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" for the year ended December 31, 2025 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 "Consolidated Financial Statements". 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. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
TEST-RITE INTERNATIONAL CO., LTD.
By
JUDY LEE
Chairman
March 11, 2026
Deloitte.
勤業宣信聯合會計師事務所
110421 台北市信義區松仁路 100 號 20 樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725 - 9988
Fax: +886 (2) 4051 - 6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Test-Rite International Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Test-Rite International Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits of the consolidated financial statements for the years ended December 31, 2025 and 2024 in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:
Occurrence of Sales Revenue
In spite of the impact of international conditions and uncertainties in trade policies, Group the Company still achieved growth against the trend in sales revenue from certain key customers in 2025, and considering the significant impact of such customers' sales revenue on the consolidated financial statements, the validity of the sales revenue from these key customers is regarded as a key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025. For the accounting policies related to sales revenue, refer to Note 4 to the consolidated financial statements.
The audit procedures that we performed in response to the occurrence of sales revenue were as follows:
- We obtained an understanding of the internal controls related to the occurrence of sales revenue, evaluated the design of the key controls, determined that the controls have been implemented and tested the operating effectiveness of the controls.
- We selected samples from the sales revenue transactions of these customers and performed test of details to confirm the authenticity of the revenue transactions.
- We checked the subsequent cash received from these customers and verified whether there were any significant sales returns after year-end.
Other Matter
We have also audited the parent company only financial statements of Test-Rite International Co., Ltd. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but 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 maintain 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 provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
-
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 and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Chi-Ming Hsu and Kuo-Tyan Hong.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
- 6 -
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,881,960 | 5 | $ 2,570,927 | 7 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 354,690 | 1 | 367,971 | 1 |
| Financial assets at fair value through other comprehensive income - current (Note 8) | 25,551 | - | 131,967 | 1 |
| Financial assets at amortized cost - current (Notes 4, 9 and 31) | 340,690 | 1 | 118,304 | - |
| Contract assets - current (Notes 4 and 20) | 1,285,629 | 3 | 821,375 | 2 |
| Notes receivables (Notes 4 and 10) | 46,413 | - | 38,398 | - |
| Trade receivables (Notes 4, 10 and 30) | 5,551,327 | 15 | 6,800,792 | 19 |
| Finance lease receivables (Note 4) | 13,079 | - | 9,489 | - |
| Current tax assets | 45,780 | - | 32,728 | - |
| Other receivables (Note 4) | 352,756 | 1 | 258,143 | 1 |
| Inventories (Notes 4, 11 and 31) | 7,504,178 | 20 | 5,966,234 | 17 |
| Prepayments (Note 30) | 480,647 | 1 | 365,550 | 1 |
| Other current financial assets (Notes 6 and 31) | 24,148 | - | 20,054 | - |
| Other current assets | 44,761 | - | 66,196 | - |
| Total current assets | 17,951,609 | 47 | 17,568,128 | 49 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 208,276 | - | 447,419 | 1 |
| Financial assets at amortized cost - non-current (Notes 4, 9 and 31) | 6,920 | - | 75,835 | - |
| Investments accounted for using the equity method (Note 4) | 167,794 | - | 170,555 | 1 |
| Property, plant and equipment (Notes 4, 13 and 31) | 5,236,105 | 14 | 5,275,967 | 15 |
| Right-of-use assets (Notes 4, 14 and 30) | 8,070,023 | 21 | 6,668,025 | 18 |
| Investment properties (Notes 4, 15 and 31) | 63,651 | - | 67,141 | - |
| Goodwill (Notes 4 and 16) | 2,982,843 | 8 | 2,321,580 | 6 |
| Other intangible assets (Note 4) | 219,182 | 1 | 192,194 | 1 |
| Deferred tax assets (Notes 4 and 22) | 2,144,678 | 6 | 2,063,608 | 6 |
| Refundable deposits (Notes 6, 30 and 31) | 959,960 | 2 | 882,765 | 2 |
| Finance lease receivables - non-current (Note 4) | 81,916 | - | 92,433 | - |
| Other non-current assets (Notes 4 and 18) | 321,286 | 1 | 288,004 | 1 |
| Total non-current assets | 20,462,634 | 53 | 18,545,526 | 51 |
| TOTAL | $ 38,414,243 | 100 | $ 36,113,654 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 17, 30 and 31) | $ 3,708,879 | 10 | $ 2,303,137 | 6 |
| Short-term bills payable (Notes 17 and 30) | 192,785 | 1 | 319,184 | 1 |
| Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) | 2,639 | - | - | - |
| Contract liabilities - current (Notes 4 and 20) | 407,414 | 1 | 624,698 | 2 |
| Notes payables | 15,388 | - | 5,415 | - |
| Trade payables (Notes 26 and 30) | 6,198,363 | 16 | 6,529,407 | 18 |
| Other payables (Note 30) | 1,318,635 | 3 | 1,346,350 | 4 |
| Current tax liabilities (Note 4) | 68,923 | - | 108,511 | - |
| Lease liabilities - current (Notes 4, 14 and 30) | 1,387,530 | 4 | 1,282,182 | 3 |
| Advance receipts | 99,703 | - | 87,679 | - |
| Current portion of long-term borrowings (Notes 17, 30 and 31) | 876,869 | 2 | 576,820 | 2 |
| Other current liabilities | 239,590 | 1 | 303,032 | 1 |
| Total current liabilities | 14,516,718 | 38 | 13,486,415 | 37 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 17, 30 and 31) | 8,112,831 | 21 | 9,259,712 | 26 |
| Deferred tax liabilities (Notes 4 and 22) | 142,689 | - | 184,402 | 1 |
| Lease liabilities - non-current (Notes 4, 14 and 30) | 6,715,594 | 18 | 5,388,866 | 15 |
| Net defined benefit liabilities - non-current (Notes 4 and 18) | 15 | - | 4,587 | - |
| Guarantee deposits received | 89,005 | - | 91,288 | - |
| Other non-current liabilities | 65,585 | - | 52,840 | - |
| Total non-current liabilities | 15,125,719 | 39 | 14,981,695 | 42 |
| Total liabilities | 29,642,437 | 77 | 28,468,110 | 79 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 19) | ||||
| Share capital | ||||
| Ordinary shares | 5,098,875 | 13 | 5,098,875 | 14 |
| Capital surplus | 195,060 | - | 2,446 | - |
| Retained earnings | ||||
| Legal reserve | 1,503,762 | 4 | 1,468,218 | 4 |
| Special reserve | 148,098 | - | 295,167 | 1 |
| Unappropriated earnings | 207,656 | 1 | 356,397 | 1 |
| Total retained earnings | 1,859,516 | 5 | 2,119,782 | 6 |
| Other equity | (166,964) | - | (66,206) | - |
| Total equity attributable to owners of the Company | 6,986,487 | 18 | 7,154,897 | 20 |
| NON-CONTROLLING INTERESTS | 1,785,319 | 5 | 490,647 | 1 |
| Total equity | 8,771,806 | 23 | 7,645,544 | 21 |
| TOTAL | $ 38,414,243 | 100 | $ 36,113,654 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 20 and 30) | $ 33,621,801 | 100 | $ 36,832,049 | 100 |
| OPERATING COSTS (Notes 11 and 30) | 25,099,045 | 75 | 27,355,397 | 74 |
| GROSS PROFIT | 8,522,756 | 25 | 9,476,652 | 26 |
| OPERATING EXPENSES (Note 30) | ||||
| Selling and marketing expenses | 7,557,854 | 23 | 8,096,133 | 22 |
| General and administrative expenses | 786,254 | 2 | 716,954 | 2 |
| Expected credit loss | 15,770 | - | 38,948 | - |
| Total operating expenses | 8,359,878 | 25 | 8,852,035 | 24 |
| PROFIT FROM OPERATIONS | 162,878 | - | 624,617 | 2 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 21 and 30) | ||||
| Interest income | 45,171 | - | 43,474 | - |
| Other income | 178,414 | 1 | 206,372 | 1 |
| Other gains and losses | 182,044 | 1 | 31,432 | - |
| Financial costs | (524,300) | (2) | (585,142) | (2) |
| Share of profit or loss of associates accounted for using the equity method | 10,454 | - | (5,290) | - |
| Total non-operating income and expenses | (108,217) | - | (309,154) | (1) |
| PROFIT BEFORE INCOME TAX | 54,661 | - | 315,463 | 1 |
| INCOME TAX EXPENSE (Notes 4 and 22) | (108,811) | - | (138,183) | (1) |
| NET (LOSS) PROFIT FOR THE YEAR | (54,150) | - | 177,280 | - |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Notes 4 and 18) | 10,991 | - | 27,644 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 15,133 | - | 56,456 | - |
| Items that may be reclassified subsequently to profit or loss: |
(Continued)
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Exchange differences on translating the financial statements of foreign operations | (25,762) | - | 167,687 | 1 |
| Other comprehensive income for the year, net of income tax | 362 | - | 251,787 | 1 |
| TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR | $(53,788) | - | $429,067 | 1 |
| NET (LOSS) PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $115,201 | - | $331,711 | 1 |
| Non-controlling interests | (169,351) | - | (154,431) | (1) |
| $(54,150) | - | $177,280 | - | |
| TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $97,875 | - | $588,234 | 2 |
| Non-controlling interests | (151,663) | - | (159,167) | (1) |
| $(53,788) | - | $429,067 | 1 | |
| EARNINGS PER SHARE (Notes 4 and 23) | ||||
| Basic | $0.23 | $0.66 | ||
| Diluted | $0.23 | $0.66 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share (In Thousands) | Share Capital | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Treasury Shares | Total | Non-controlling Interests | Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE ON JANUARY 1, 2024 | 509,888 | $ 5,098,875 | $ 1,478 | $ 1,443,608 | $ 347,869 | $ 270,214 | $ (318,581) | $ 23,414 | $ (313,256) | $ 6,553,621 | $ 240,144 | $ 6,793,765 |
| Appropriation of 2023 earnings (Note 19) | ||||||||||||
| Legal reserve | - | - | - | 24,610 | - | (24,610) | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | - | (297,349) | - | - | - | (297,349) | - | (297,349) |
| Reversal of special reserve | - | - | - | - | (52,702) | 52,702 | - | - | - | - | - | - |
| Disposal of subsidiaries | - | - | - | - | - | - | - | - | - | - | (22,315) | (22,315) |
| Changes in associates and joint ventures for using the equity method | - | - | (4) | - | - | - | - | - | - | (4) | 4 | - |
| Acquisition or disposal of partial interest in subsidiaries | - | - | 341 | - | - | - | - | - | - | 341 | (341) | - |
| Changes in percentage of ownership interests in subsidiaries | - | - | 631 | - | - | (2,898) | - | - | - | (2,267) | 2,267 | - |
| Cash dividend distributed by subsidiaries | - | - | - | - | - | - | - | - | - | - | (24,542) | (24,542) |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | 454,597 | 454,597 |
| Share-based payment transactions (Note 27) | - | - | - | - | - | (935) | - | - | 313,256 | 312,321 | - | 312,321 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 331,711 | - | - | - | 331,711 | (154,431) | 177,280 |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 27,293 | 167,457 | 61,773 | - | 256,523 | (4,736) | 251,787 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 359,004 | 167,457 | 61,773 | - | 588,234 | (159,167) | 429,067 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 269 | - | (269) | - | - | - | - |
| BALANCE ON DECEMBER 31, 2024 | 509,888 | 5,098,875 | 2,446 | 1,468,218 | 295,167 | 356,397 | (151,124) | 84,918 | - | 7,154,897 | 490,647 | 7,645,544 |
| Appropriation of 2024 earnings (Note 19) | ||||||||||||
| Legal reserve | - | - | - | 35,544 | - | (35,544) | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | - | (458,899) | - | - | - | (458,899) | - | (458,899) |
| Reversal of special reserve | - | - | - | - | (147,069) | 147,069 | - | - | - | - | - | - |
| Changes in associates and joint ventures for using the equity method | - | - | 1,423 | - | - | - | - | - | - | 1,423 | - | 1,423 |
| Changes in percentage of ownership interests in subsidiaries | - | - | 191,191 | - | - | - | - | - | - | 191,191 | (194,368) | (3,177) |
| Cash dividend distributed by subsidiaries | - | - | - | - | - | - | - | - | - | - | (50,204) | (50,204) |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | 1,690,907 | 1,690,907 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 115,201 | - | - | - | 115,201 | (169,351) | (54,150) |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 9,399 | (39,221) | 12,496 | - | (17,326) | 17,688 | 362 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 124,600 | (39,221) | 12,496 | - | 97,875 | (151,663) | (53,788) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 74,033 | - | (74,033) | - | - | - | - |
| BALANCE ON DECEMBER 31, 2025 | 509,888 | $ 5,098,875 | $ 195,060 | $ 1,503,762 | $ 148,098 | $ 207,656 | $ (190,345) | $ 23,381 | $ - | $ 6,986,487 | $ 1,785,319 | $ 8,771,806 |
The accompanying notes are an integral part of the consolidated financial statements.
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 54,661 | $ 315,463 |
| Adjustments for: | ||
| Depreciation expense | 2,111,043 | 2,116,037 |
| Amortization expense | 104,907 | 101,662 |
| Expected credit loss recognized on trade receivables | 15,770 | 38,948 |
| Net gain on fair value change of financial assets and liabilities designated as at fair value through profit or loss | (180,656) | (5,618) |
| Interest expense | 524,300 | 585,142 |
| Interest income | (45,171) | (43,474) |
| Share of (gain) loss of associates accounted for using the equity method | (10,454) | 5,290 |
| Loss on disposal of property, plant and equipment | 3,590 | 15,904 |
| (Gain) loss on disposal of investments | (7,897) | 31,286 |
| Gain on lease modification | (51,617) | (20,020) |
| Gain on exchange treated as a deemed sale | (4,670) | - |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | 204,473 | (205,823) |
| Contract assets | (464,254) | (42,578) |
| Notes receivable | (8,015) | 33,162 |
| Trade receivables | 1,865,079 | (1,072,398) |
| Other receivables | 108,933 | 282,035 |
| Inventories | 115,112 | 221,501 |
| Prepayments | (83,524) | (7,741) |
| Other current assets | 21,435 | (13,130) |
| Other financial assets | (4,094) | (45,628) |
| Other operating assets | (11,863) | 10,007 |
| Contract liabilities | (217,284) | 162,395 |
| Notes payable | 9,973 | (90,522) |
| Trade payables | (1,161,543) | 625,041 |
| Other payables | (187,435) | 91,210 |
| Advance receipts | 12,024 | (22,534) |
| Other current liabilities | (145,075) | 79,012 |
| Other operating liabilities | (25,990) | (38,691) |
| Cash generated from operations | 2,541,758 | 3,105,938 |
| Interest received | 45,074 | 44,203 |
| Interest paid | (525,676) | (585,917) |
| Income tax paid | (124,449) | (203,011) |
| Net cash generated from operating activities | 1,936,707 | 2,361,213 |
| CASH FLOWS FROM INVESTING ACTIVITIES |
(Continued)
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Purchase of financial assets at fair value through other comprehensive income | (104,212) | (99,830) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | 136,722 | 6,372 |
| Purchase of financial assets at amortized cost | (325,067) | (106,613) |
| Proceeds from sale of financial assets at amortized cost | 171,596 | 47,875 |
| Net cash (outflow) inflow on acquisition of subsidiaries | (522,756) | 1,692 |
| Net cash outflow on disposal of subsidiaries | - | (16,976) |
| Payments for property, plant and equipment | (393,925) | (313,302) |
| Proceeds from disposal of property, plant and equipment | 7,143 | 8,399 |
| Decrease in refundable deposits | 76,957 | 101,662 |
| Payments for intangible assets | (62,697) | (56,780) |
| Acquisition of investment properties | - | (53,851) |
| Decrease in finance lease receivables | 6,927 | 23,004 |
| Net cash used in investing activities | (1,009,312) | (458,348) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from (repayments of) short-term borrowings | 445,999 | (92,296) |
| (Repayments of) proceeds from short-term bills payable | (126,399) | 109,688 |
| Proceeds from long-term borrowings | 30,214,663 | 25,499,060 |
| Repayments of long-term borrowings | (31,058,860) | (25,222,118) |
| Decrease in guarantee deposits received | (2,283) | (1,475) |
| Dividends paid | (458,899) | (297,349) |
| Repayment of the principal portion of lease liabilities | (1,638,688) | (1,805,412) |
| Treasury shares purchased by employees | - | 312,321 |
| Changes in non-controlling interests | 989,087 | 430,055 |
| Net cash used in financing activities | (1,635,380) | (1,067,526) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | 19,018 | 128,949 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (688,967) | 964,288 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 2,570,927 | 1,606,639 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,881,960 | $ 2,570,927 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Test-Rite International Co., Ltd. (“Test-Rite” or the “Company”) was established in August 1978.
Test-Rite mainly imports and exports hand tools, auto parts, machinery, furniture, and various home appliances. Test-Rite’s marketplaces are primarily located in the United States of America, Canada, Great Britain, France, Germany, Vietnam, Australia, etc.
The Taiwan Securities and Futures Commission approved Test-Rite’s application for listing on the Taiwan Stock Exchange in February 1993.
The consolidated financial statements of Test-Rite and its subsidiaries, collectively referred to as the “Group,” are presented in Test-Rite’s functional currency, the New Taiwan dollar.
2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were approved by Test-Rite’s board of directors on March 11, 2026.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
Except for the following, the initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have a material impact on the Group’s accounting policies:
Amendments to IAS 21 “Lack of Exchangeability”
The initial application of the Amendments to IAS 21 “Lack of Exchangeability” did not have a material impact on Test-Rite International Co., Ltd. and controlled entities (hereinafter referred to as the “the Group’s”) accounting policies.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2026
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” | January 1, 2026 |
| Annual Improvements to IFRS Accounting Standards - Volume 11 | January 1, 2026 |
| IFRS 17 “Insurance Contracts” (including the 2020 and 2021 amendments to IFRS 17) | January 1, 2023 |
Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”
1) The amendments to the application guidance of classification of financial assets
The amendments mainly amend the requirements for the classification of financial assets, including:
a) If a financial asset contains a contingent feature that could change the timing or amount of contractual cash flows and the contingent event itself does not relate directly to changes in basic lending risks and costs (e.g., whether the debtor achieves a contractually specified reduction in carbon emissions), the financial asset has contractual cash flows that are solely payments of principal and interest on the principal amount outstanding if, and only if,
- In all possible scenarios (before and after the occurrence of a contingent event), the contractual cash flows are solely payments of principal and interest on the principal amount outstanding; and
- In all possible scenarios, the contractual cash flows would not be significantly different from the contractual cash flows on a financial instrument with identical contractual terms, but without such a contingent feature.
b) To clarify that a financial asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.
c) To clarify that the characteristics of contractually linked instruments include a prioritization of payments to the holders of financial assets using multiple contractually linked instruments (tranches) established through a waterfall payment structure, resulting in concentrations of credit risk and a disproportionate allocation of cash shortfalls from the underlying pool between the tranches.
2) The amendments to the application guidance of derecognition of financial liabilities
The amendments mainly stipulate that a financial liability is derecognized on the settlement date. However, when settling a financial liability in cash using an electronic payment system, the Group can choose to derecognize the financial liability before the settlement date if, and only if, the Group has initiated a payment instruction that resulted in:
- The Group having no practical ability to withdraw, stop or cancel the payment instruction;
- The Group having no practical ability to access the cash to be used for settlement as a result of the payment instruction; and
- The settlement risk associated with the electronic payment system being insignificant.
An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.
As of the date the consolidated financial statements were authorized for issue, the Group had assessed that the application of other standards would not have a material impact on the Group’s consolidated financial position and financial performance.
c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” | To be determined by IASB |
| IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 (Note 2) |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures”(including the 2025 amendments to IFRS 19) | January 1, 2027 |
| Amendments to IAS 21 “Translation to a Hyperinflationary Presentation Currency” | January 1, 2027 |
Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: On September 25, 2025, the FSC announced that IFRS 18 will take effect starting from January 1, 2028. Domestic entities could elect to apply IFRS 18 for an earlier period after the endorsement of IFRS 18 by the FSC.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
The amendments stipulate that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses control of a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to an associate or joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated. Also, when the Group loses control of a subsidiary that does not contain a business but retains significant influence or joint control over an associate or a joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated.
2) IFRS 18 “Presentation and Disclosure in Financial Statements” and consequential amendments
IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:
- To classify items of income and expenses presented in the statement of profit or loss into the operating, investing, financing, income taxes and discontinued operations categories, the Group shall assess whether it has specified main business activities of investing in particular types of assets and providing financing to customers.
-
The consolidated statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.
-
15 -
-
To enhance its compliance with the requirements for aggregation and disaggregation, the Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as “other” only if it cannot find a more descriptive label.
-
Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
In addition, the following consequential amendments have been made to IAS 7 “Statement of Cash Flows”:
-
The Group shall use operating profit or loss as the starting point when presenting cash flows from operating activities under the indirect method.
-
Interest and dividends received by the Group shall be classified as investing activities, while interest and dividends paid shall be classified as financing activities. However, if, after assessment, the Group has a specific main operating activity, it shall determine how to classify dividends received, interest received and interest paid in the statement of cash flows by referring to how it classifies dividend income, interest income and interest expense in the statement of profit or loss. The total of each of these cash flows shall be classified in a single category in the statement of cash flows.
Except for the above-mentioned impact, as of the date the consolidated financial statements were authorized for issue, the Group was continuing to assess the other impacts of the above amended standards and interpretations on the Group’s consolidated financial position and financial performance and will disclose the impacts when the assessment is completed.
4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
Statement of Compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS Accounting Standards as endorsed and enforced by the Financial Supervisory Commission.
Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value, and net defined benefit liabilities that are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
a. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
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b. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
c. Level 3 inputs are unobservable inputs for the asset or liability.
Classification of Current and Non-current Assets and Liabilities
Current assets include:
a. Assets held primarily for the purpose of trading;
b. Assets expected to be realized within 12 months after the reporting period; and
c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
a. Liabilities held primarily for the purpose of trading;
b. Liabilities due to be settled within 12 months after the reporting period; and
c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
Basis of Consolidation
Principles for preparing consolidated financial statements
The consolidated financial statements incorporate the financial statements of Test-Rite and the entities controlled by Test-Rite (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisition up to the effective dates of disposal, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of Test-Rite and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 12 and Table 6 to the consolidated financial statements for detailed information on subsidiaries (including percentages of ownership and main businesses).
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Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, and the fair value of the acquirer’s previously held interests in the acquiree, the excess is recognized as a bargain purchase gain.
When a business combination is achieved in stages, the Group’s previously held equity interest in an acquiree is remeasured to fair value at the acquisition date, and the resulting gain or loss is recognized in profit or loss and other comprehensive income. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are recognized on the same basis as would be required had those interests been directly disposed of by the Group.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.
Foreign Currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date of fair value remeasurement, and exchange differences arising from this remeasurement are included in profit or loss for the period. But if a gain or loss on a non-monetary item is recognized in other comprehensive income, any foreign exchange component of that gain or loss is also recognized in other comprehensive income.
For the purpose of presenting consolidated financial statements, the financial statements of the Company’s foreign operations that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Group are reclassified to profit or loss.
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In a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
Investments in Associates
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.
The Group uses the equity method to account for its investments in associates. Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group's share of the equity of associates.
Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group's proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group's ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group's share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is the part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
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The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.
When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
Property, Plant and Equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
Investment Properties
Investment properties are properties held to earn rental and/or for capital appreciation.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that are expected to benefit from the synergies of the combination.
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A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently whenever there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
Intangible Assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
Impairment of Property, Plant and Equipment, Right-of-use Asset, Investment Properties, Intangible Assets Other Than Goodwill and Assets related to contract costs
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating units to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
Financial Instruments
Financial assets and financial liabilities are recognized when a Group becomes a party to the contractual provisions of the instruments.
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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
a. Financial assets
All regular-way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
1) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
a) Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 29 to the consolidated financial statements.
b) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
i. The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
ii. The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
i. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
ii. Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
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A financial asset is credit impaired when one or more of the following events occur:
i) The issuer or borrower has significant financial difficulty;
ii) There is breach of contract, such as a default;
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
iv) The active market for that financial asset disappears because of financial difficulties.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
c) Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
2) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost (including trade receivables, lease receivables, as well as contract assets).
The Group always recognizes lifetime ECLs for trade receivables, lease receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
ECLs are the weighted average of credit losses, where the weights are the respective risks of default occurring. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
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For internal credit risk management purposes, the Group considers the following situations as an indication that a financial asset is in default (without taking into account any collateral held by the Group):
a) Internal or external information shows that the debtor is unlikely to pay its creditors.
b) A financial asset is more than 90 days past due, unless the Group has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss on all financial assets is recognized in profit or loss by a reduction of their carrying amounts through a loss allowance account.
3) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
b. Financial liabilities
1) Subsequent measurement
Except financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss.
2) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
c. Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.
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Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Revenue Recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
a. Revenue from the sale of goods
Revenue from the sale of goods comes from sales of furniture and various home appliances. Sales of furniture and various home appliances are recognized as revenue when the goods are shipped because it is the time when the customer has full discretion over price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.
Under Customer Loyalty Program, the Group offers vouchers which can be used for future purchases when the customers purchased the products. The voucher provides a material right to the customer. The transaction price allocated to the voucher is recognized as a contract liability when collected and will be recognized as revenue when the voucher is redeemed or has expired.
b. Revenue from the rendering of services
Service income is recognized when services are provided.
Revenue from a contract to provide services is recognized with reference to the stage of completion of the contract.
c. Construction contract revenue
Revenue from the construction in progress is recognized with reference to the stage of completion of the contract. The Group measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations.
Contract assets are recognized during the construction and are reclassified to trade receivables at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Group recognizes contract liabilities for the difference. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations.
When the outcome of a performance obligation cannot be reasonably measured, contract revenue is recognized only to the extent of contract costs incurred in satisfying the performance obligation for which recovery is expected.
Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
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a. The Group as a lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.
Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.
b. The Group as a lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee's incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, or a change in future lease payments resulting from a change in an index used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expense in the periods in which they are incurred.
For sale and leaseback transactions, if the transfer of an asset satisfies the requirements of IFRS 15 to be accounted for as a sale, the Group recognizes only the amount of any gain or loss which relates to the rights transferred to the buyer-lessor. If the transfer does not satisfy the requirements of IFRS 15 to be accounted for as a sale, it is accounted for as a financing transaction.
Government Grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
- 26 -
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.
The benefit of a government loan received at a below-market rate of interest is treated as a government grant measured as the difference between the proceeds received and the fair value of the loan based on prevailing market interest rates.
Employee Benefits
a. Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
b. Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service costs, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expenses in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group's defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
Share-based Payment Arrangements
The fair value at the grant date of the employee share options granted to employee that is vesting immediately is recognized as an expense in full at the grant date, based on the Group's best estimate of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options.
Based on the fair value at the grant date, the estimated fair value of employee stock options and other similar compensatory awards is recognized as an expense. Such expense is recorded over the period during which employees are required to render services in exchange for the awards, with a corresponding adjustment to capital surplus—employee share options.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 27 -
a. Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
b. Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- MATERIAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Group considers the possible impact of the international political and economic situation recent development in global and its economic environment implications when making its material accounting estimates on the cash flow projections, growth rate, discount rate, profitability and other relevant material estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
- 28 -
- 29 -
6. CASH AND CASH EQUIVALENTS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash on hand | $ 45,887 | $ 57,371 |
| Checking accounts and demand deposits | 1,621,969 | 2,512,946 |
| Cash in transit | 61 | 526 |
| Cash equivalents | 214,043 | 84 |
| $ 1,881,960 | $ 2,570,927 |
The time deposits with original maturities of more than 3 months were $347,610 thousand and $194,139 thousand as of December 31, 2025 and 2024, respectively, and reclassified to financial assets at amortized cost (see Note 9 to the consolidated financial statements).
As of December 31, 2025 and 2024, the financial assets at amortized cost of $12,313 thousand and $15,000 thousand, respectively, were pledged as collateral for borrowings and for retail channels (see Note 31 to the consolidated financial statements).
The following deposits for reserve accounts and time deposits were pledged for loans, purchases of raw materials and collaterals warranties of construction, were reclassified to other financial assets and refundable deposits paid (see Note 31 to the consolidated financial statements):
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Restricted deposits | $ 24,148 | $ 20,054 |
| Time deposits | $ 293,959 | $ 322,740 |
7. FINANCIAL INSTRUMENTS AT FVTPL
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Financial assets mandatorily classified as at FVTPL - current | ||
| Derivative financial assets | ||
| Foreign exchange forward contracts | $ 174,862 | $ 12,738 |
| Non-derivative financial assets | ||
| Listed stock | 28,434 | 30,634 |
| Mutual funds | 145,187 | 277,457 |
| Corporate bonds | 6,207 | 47,142 |
| $ 354,690 | $ 367,971 | |
| Financial liabilities mandatorily classified as at FVTPL - current | ||
| Derivative financial liabilities | ||
| Foreign exchange forward contracts | $ 2,639 | $ - |
Outstanding forward exchange contracts as of balance sheet dates were as follows:
| Currency | Maturity Period | Contract Amount (In Thousands) | |
|---|---|---|---|
| December 31, 2025 | |||
| Forward exchange contracts - sell | US$/NT$ | 2026.01.02-2026.07.07 | US$261,400/NT$8,215,279 |
| Forward exchange contracts - buy | US$/NT$ | 2026.01.05-2026.07.16 | US$231,700/NT$7,281,868 |
| Forward exchange contracts - buy | US$/EUR | 2026.01.05-2026.08.24 | US$7,739/EUR6,537 |
| Forward exchange contracts - sell | US$/EUR | 2026.01.05-2026.05.18 | US$6,814/EUR5,752 |
| December 31, 2024 | |||
| Forward exchange contracts - sell | US$/NT$ | 2025.01.02-2025.03.27 | US$124,000/NT$4,056,908 |
| Forward exchange contracts - buy | US$/NT$ | 2025.01.07-2025.03.26 | US$97,500/NT$3,189,908 |
| Forward exchange contracts - buy | US$/EUR | 2025.02.26-2025.08.29 | US$4,305/EUR4,016 |
| Forward exchange contracts - sell | US$/EUR | 2025.02.10-2025.07.29 | US$183/EUR169 |
The Group entered into derivative contracts to manage exposures to exchange rate fluctuations of foreign-currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and therefore were not accounted for using hedge accounting.
8. FINANCIAL ASSETS AT FVTOCI
Investments in Equity Instruments
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Domestic investments - listed shares | $ 25,551 | $ 131,967 |
| Non-current | ||
| Domestic investments - unlisted shares | $ 85,005 | $ 74,699 |
| Foreign investments - unlisted shares | 123,271 | 372,720 |
| $ 208,276 | $ 447,419 |
These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes.
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9. FINANCIAL ASSETS AT AMORTIZED COST
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current | ||
| Time deposits with original maturity of more than 3 months (Note 6) | $ 340,690 | $ 118,304 |
| Non-current | ||
| Time deposits with original maturity of more than 3 months (Note 6) | $ 6,920 | $ 75,835 |
10. NOTES RECEIVABLE AND TRADE RECEIVABLES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Notes receivable | ||
| At amortized cost | ||
| Gross carrying amount | $ 46,413 | $ 38,398 |
| Less: Allowance for impairment loss | - | - |
| 46,413 | 38,398 | |
| Trade receivables | ||
| At amortized cost | ||
| Gross carrying amount | 3,404,281 | 4,408,335 |
| Less: Allowance for impairment loss | (99,881) | (92,286) |
| 3,304,400 | 4,316,049 | |
| Financial assets at FVTOCI | 2,246,927 | 2,484,743 |
| 5,551,327 | 6,800,792 | |
| $ 5,597,740 | $ 6,839,190 |
a. At amortized cost
The Group some of accounts receivable insurance and regularly reviews the recoverability of accounts receivable from customers based on an aging analysis of the accounts receivable from customers. The average credit period of sales of goods was 90 days. No interest was charged on notes receivable or trade receivables. The Group adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. Credit rating information is obtained from independent rating agencies where available or, if not available, the Group uses other publicly available financial information or its own trading records to rate its major customers. The Group's exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually.
In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group's credit risk was significantly reduced.
The Group measures the loss allowance for notes receivable and trade receivables at an amount equal to lifetime expected credit losses (ECLs). The ECLs on notes receivable and trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor's current financial position. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status of notes receivable and trade receivables.
The Group writes off notes receivable or trade receivables when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For notes receivable or trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
b. At FVTOCI
For trade receivables from some of the Group's main customers, the Group will decide whether to sell these trade receivables to banks without recourse based on its level of working capital. These trade receivables are classified as at FVTOCI because they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets.
The following table details the loss allowance of notes receivable and trade receivables based on the Group's estimation by reference to past default experience of the debtor and an analysis of the debtor's current financial position.
December 31, 2025
| Not Past Due | 0 to 30 Days Past Due | 31 to 60 Days Past Due | 61 to 90 Days Past Due | 91 to 365 Days Past Due | Over 365 Days Past Due | Total | |
|---|---|---|---|---|---|---|---|
| Expected credit loss rate | 0%-1% | 0%-15% | 0%-100% | 0%-100% | 0%-100% | 0%-100% | |
| Gross carrying amount | $ 5,289,311 | $ 209,383 | $ 16,695 | $ 42,959 | $ 33,632 | $ 105,641 | $ 5,697,621 |
| Loss allowance (lifetime ECLs) | (776) | (1,890) | (975) | (3,378) | (2,226) | (90,636) | (99,881) |
| Amortized cost | $ 5,288,535 | $ 207,493 | $ 15,720 | $ 39,581 | $ 31,406 | $ 15,005 | $ 5,597,740 |
December 31, 2024
| Not Past Due | 0 to 30 Days Past Due | 31 to 60 Days Past Due | 61 to 90 Days Past Due | 91 to 365 Days Past Due | Over 365 Days Past Due | Total | |
|---|---|---|---|---|---|---|---|
| Expected credit loss rate | - | 0% | 0% | 0%-100% | 0%-100% | 0%-100% | |
| Gross carrying amount | $ 6,515,135 | $ 213,648 | $ 54,879 | $ 19,766 | $ 29,879 | $ 98,169 | $ 6,931,476 |
| Loss allowance (lifetime ECLs) | - | - | - | (11) | (1,843) | (90,432) | (92,286) |
| Amortized cost | $ 6,515,135 | $ 213,648 | $ 54,879 | $ 19,755 | $ 28,036 | $ 7,737 | $ 6,839,190 |
The movements of the loss allowance for trade receivables were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ 92,286 | $ 53,192 |
| Add: Net remeasurement of loss allowance | 15,770 | 38,948 |
| Less: Write-off | (8,910) | (2,915) |
| Reclassification | 612 | - |
| Impact of consolidated entities | 3,133 | - |
| Foreign exchange gains and losses | (3,010) | 3,061 |
| Balance on December 31 | $ 99,881 | $ 92,286 |
| Refer to Note 31 for information relating to trade receivables pledged as security. |
11. INVENTORIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Merchandise | $ 7,355,739 | $ 5,817,795 |
| Buildings and land held for sale | 148,439 | 148,439 |
| $ 7,504,178 | $ 5,966,234 |
The cost of inventories that were related to merchandise recognized as operating costs for the years ended December 31, 2025 and 2024 were $22,187,309 thousand and $24,272,081 thousand, respectively.
The operating costs include inventory (write-downs) reversal of $(63,308) thousand and $105,418 thousand for the years ended December 31, 2025 and 2024, respectively.
Construction land refers to properties built by the Group and held for sale.
The inventories pledged as collateral for banks borrowings are set out in Note 31.
12. SUBSIDIARIES
Subsidiaries included in consolidated financial statements:
| Investor | Subsidiaries | Main Businesses | % of Ownership | Remark | |
|---|---|---|---|---|---|
| December 31 | 2025 | ||||
| Test-Rite International Co., Ltd. | Fortune Miles Trading Inc. | Investment holding company | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Retailing Co., Ltd. | Investment holding company | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Trading Co., Ltd. | Investment holding company | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Pte Ltd. | Importation and exportation | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Products (Hong Kong) Limited. | Importation and exportation | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Intl.(Australia) Pty. Limited. | Importation and exportation | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Int'l. (Canada) Ltd. | Importation and exportation | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite (UK) Ltd. | Importation and exportation | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Test-Rite Development GmbH | Investment holding company | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Upmaster International Co., Ltd. | Investment holding company | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. and Upmaster Co., Ltd. | Test-Rite International (U.S.) Co., Ltd. | Investment holding company | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Lucky Rite Company Ltd. | Tally packing and real estate leasing | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Lih Chiou Co., Ltd. | Various business investments | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Lih Teh International Co., Ltd. | Various business investments | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | B&S Link Co., Ltd. | Information processing service | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Fusion International Distribution, Inc. | Importation and exportation | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | Chung Cin Enterprise Co., Ltd. | Construction management, buying and selling of machinery, hardware and commodities | 91.67 | 91.67 | |
| Test-Rite International Co., Ltd. | International Art Enterprise Co., Ltd. | Department store household goods trading | 100.00 | 100.00 | |
| Test-Rite International Co., Ltd. | HOLA Furnishing Co., LTD. | Sale of furniture, bedclothes, kitchen equipment and fixtures | 51.06 | 51.06 | Note 1 |
| Test-Rite International Co., Ltd. | Testrite Brand Agency Co., Ltd. | Sale of furniture, bedclothes, kitchen equipment and fixtures | 100.00 | 100.00 | Note 2 |
| Test-Rite International Co., Ltd. | Hoi Living International Co., Ltd. | Sale of furniture, bedclothes, kitchen equipment and fixtures | 100.00 | 100.00 | Note 3 |
| Test-Rite International Co., Ltd. and Lih Chiou Co., Ltd. | Test-Rite Retail Co., Ltd. | Sales of home renovation products and services | 72.29 | 100.00 | Note 12 |
| Test-Rite International Co., Ltd. and Test-Rite Products Corp. | Hampton Products International Corporation | Import, manufacturing, and wholesale of hardware and locks | 33.27 | - | Note 14 |
| Chung Cin Enterprise Co., Ltd. | Tony Construction Co., Ltd. | Architecture and civil engineering | 95.00 | 95.00 | Note 4 |
| Chung Cin Enterprise Co., Ltd. | Test Cin M&E Engineering Co., Ltd. | Mechanical and electronic engineering | 95.26 | 95.26 | Note 5 |
| Chung Cin Enterprise Co., Ltd. | Chung Cin Interior Design Construction Co., Ltd. | Interior decoration industry | 90.00 | 90.00 | Note 6 |
| Chung Cin Enterprise Co., Ltd. | Viet Han Co., Ltd. | Importation and exportation | 100.00 | 100.00 | |
| Chung Cin Enterprise Co., Ltd. | U-ME Enterprise Co., Ltd. | Cleaning service and land scape design | 49.00 | 49.00 | Note 7 |
| Chung Cin Enterprise Co., Ltd. | Test-On Lighting Technology Co., Ltd. | Appliance wholesale | 48.00 | 48.00 | Note 8 |
| Chung Cin Enterprise Co., Ltd. | Test Cin International Co., Ltd. | Building materials wholesale | 51.00 | 51.00 | |
| Chung Cin Enterprise Co., Ltd. | Le-Joy Innovation Co., Ltd. | Apartment building management services | 56.40 | 56.40 | |
| Chung Cin Enterprise Co., Ltd. | Test King Industrial Co., Ltd. | Mold rental industry | 70.00 | 70.00 |
(Continued)
| Investor | Subsidiaries | Main Businesses | % of Ownership | Remark | |
|---|---|---|---|---|---|
| December 31 | 2025 | ||||
| Chung Cin Enterprise Co., Ltd. | CHUNG CIN ENTERPRISE (U.S.) CORP. | Investment holding company | 100.00 | 100.00 | |
| Chung Cin Enterprise Co., Ltd. | Zennikin Co., Ltd. | Importation and exportation | 100.00 | 100.00 | Note 9 |
| Le-Joy Innovation Co., Ltd. | Test Pro Development Co., Ltd. | Hardware wholesale and retail | 67.00 | 70.00 | Note 10 |
| Test-Rite Retail | Test-Rite Home Service Co., Ltd. | Interior decoration industry | 100.00 | 100.00 | Note 12 |
| B&S Link Co., Ltd. | Home Intelligence Co., Ltd. | Other information provision services | - | 100.00 | Note 11 |
| International Art Enterprise Co., Ltd. | Test Rite India Private Limited. | Importation and exportation | 100.00 | - | Note 13 |
| And Fusion International Distribution, Inc. |
(Concluded)
Note 1: Hola Home Furnishings Co., Ltd. was renamed as HOLA Furnishing Co., Ltd. in February 2024. Test-Rite Retail Co., Ltd. sold its entire shareholding in HOLA Furnishing Co., Ltd. to Test-Rite International Co., Ltd. in February 2024. In March 2024, Test-Rite International Co., Ltd. did not participate in the cash capital increase of HOLA Furnishing Co., Ltd. in proportion to its shareholding, resulting in a reduction of its ownership from 100% to 51.06%.
Note 2: Test-Rite Retail Co., Ltd. sold its entire equity interest in Testrite Brand Agency Co., Ltd to Test-Rite International Co., Ltd. in June 2024.
Note 3: Test Rite C&B Co., Ltd. was renamed as Hoi Living International Co., Ltd. in February 2024. Test-Rite Retail Co., Ltd. sold its entire equity interest in Hoi Living International Co., Ltd. to Test-Rite International Co., Ltd. in June 2024.
Note 4: Chung Cin Enterprise Co., Ltd. sold 1,900 thousand shares of Tony Construction Co., Ltd. in September 2024, and its ownership interest decreased from 100% to 95%.
Note 5: Test Cin M&E Engineering Co., Ltd. had a cash capital increase in August 2024. Chung Cin Enterprise Co., Ltd. did not participate in the cash capital increase in proportion to its shareholding; thus, its ownership interest decreased from 100% to 95.26%.
Note 6: Chung Cin Interior Design Construction Co., Ltd. had a cash capital increase in October 2023. Chung Cin Enterprise Co., Ltd. did not participate in the cash capital increase in proportion to its shareholding; thus, its ownership interest decreased from 100% to 90%.
Note 7: Chung Cin Enterprise Co., Ltd. sold 165 thousand shares of U-ME Enterprise Co., Ltd. in November 2024. Since its ownership interest decreased from 60% to 49%, and the re-election of directors in the same month, the Group has lost control accordingly.
Note 8: Chung Cin Enterprise Co., Ltd. sold 90 thousand shares of Test-On Lighting Technology Co., Ltd. in July 2024. Since its ownership interest decreased from 51% to 48%, and the re-election of directors in October 2024, the Group has lost control accordingly.
Note 9: Chung Cin Enterprise Co., Ltd. acquired 100% equity of Zennikin Co., Ltd. in December 2023.
Note 10: Test Pro Development Co., Ltd. had a cash capital increase in October 2025. Le-Joy Innovation Co., Ltd. did not participate in the cash capital increase in proportion to its shareholding; thus, its ownership interest decreased from 70% to 67%.
Note 11: Home Intelligence Co., Ltd. was approved for dissolution by the board of directors in December 2024 with the effective dissolution date set as December 31, 2024, and the liquidation was completed in September 2025.
Note 12: Test-Rite Retail Co., Ltd. had a cash capital increase in April 15, 2025. The Group’s did not participate in the cash capital increase in proportion to it shareholding; and sold 600 thousand shares of Test-Rite Retail Co., Ltd. in October 2025, thus, its ownership interest decreased from 100% to 72.29%.
Note 13: Test Rite India Private Limited was established on July 29, 2025.
Note 14: In August 2025, the Group increased its investment in Hampton Products International Corporation by acquiring additional shares for a consideration of US$17,644 thousand (approximately $527,115 thousand). Following this acquisition, the Group held a 33.93% equity interest and obtained significant influence. Subsequently, after the re-election of the board of directors in November 2025, the Group secured a controlling board position, with its ownership at that time reaching 33.81%. Thereafter, the exercise of employee stock options reduced the Group’s ownership interest to 33.27% as of December 31, 2025. In addition, in February 2026, the Group acquired an additional 167 thousand shares from a non-related party, increasing its ownership interest to 37.53%.
All financial statements of subsidiaries included in the Group’s consolidated financial statements have been audited.
13. PROPERTY, PLANT AND EQUIPMENT
| Land | Buildings and Improvements | Leasehold Improvements | Other Equipment | Prepayments for Property, Plant and Equipment | Total | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Balance on January 1, 2024 | $ 649,852 | $ 4,316,711 | $ 6,207,113 | $ 1,552,921 | $ 71,922 | $ 12,798,519 |
| Additions | 1,742 | 37,422 | 144,471 | 95,566 | 42,484 | 321,685 |
| Disposals | - | - | (158,123) | (107,864) | - | (265,987) |
| Reclassified | - | - | (42) | 14,086 | (70,243) | (56,199) |
| Impact of consolidated entities | - | - | 160 | (2,562) | (697) | (3,099) |
| Effect of foreign currency exchange differences | 1,277 | 78,984 | 1,691 | 31,330 | 801 | 114,083 |
| Balance on December 31, 2024 | $ 652,871 | $ 4,433,117 | $ 6,195,270 | $ 1,583,477 | $ 44,267 | $ 12,909,002 |
| Accumulated depreciation | ||||||
| Balance on January 1, 2024 | $ - | $ 1,354,926 | $ 4,919,169 | $ 1,081,336 | $ - | $ 7,355,431 |
| Depreciation expense | - | 130,421 | 246,187 | 118,040 | - | 494,648 |
| Disposals | - | - | (140,297) | (101,387) | - | (241,684) |
| Reclassified | - | - | (80) | 19 | - | (61) |
| Impact of consolidated entities | - | - | 30 | (2,377) | - | (2,347) |
| Effect of foreign currency exchange differences | - | 9,690 | 1,073 | 16,285 | - | 27,048 |
| Balance on December 31, 2024 | $ - | $ 1,495,037 | $ 5,026,082 | $ 1,111,916 | $ - | $ 7,633,035 |
| Carrying amount on December 31, 2024 | $ 652,871 | $ 2,938,080 | $ 1,169,188 | $ 471,561 | $ 44,267 | $ 5,275,967 |
| Cost | ||||||
| Balance on January 1, 2025 | $ 652,871 | $ 4,433,117 | $ 6,195,270 | $ 1,583,477 | $ 44,267 | $ 12,909,002 |
| Additions | - | - | 110,889 | 292,528 | 48,255 | 451,672 |
| Disposals | - | - | (263,973) | (138,693) | - | (402,666) |
| Reclassified | - | - | (9,836) | 26,112 | (35,013) | (18,737) |
| Impact of consolidated entities | - | - | 38,132 | 250,929 | 7,107 | 296,168 |
| Effect of foreign currency exchange differences | (823) | (9,070) | (57) | (9,252) | (1,200) | (20,402) |
| Balance on December 31, 2025 | $ 652,048 | $ 4,424,047 | $ 6,070,425 | $ 2,005,101 | $ 63,416 | $ 13,215,037 |
(Continued)
The property, plant and equipment of the Group are depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
Buildings and improvements 35-60 years
Leasehold improvements 3-20 years
Other equipment 1-20 years
Property, plant and equipment pledged as collateral for bank borrowings is set out in Notes 17 and 31 to the consolidated financial statements.
14. LEASE ARRANGEMENTS
a. Right-of-use assets
| Land | Buildings and Improvements | Leasehold Improvements | Other Equipment | Prepayments for Property, Plant and Equipment | Total | |
|---|---|---|---|---|---|---|
| Buildings and improvements | $ 1,495,037 | $ 5,026,082 | $ 1,111,916 | $ - | $ 7,633,035 | |
| Depreciation expense | - | 129,945 | 231,075 | 125,606 | - | 486,626 |
| Disposals | - | - | (259,590) | (132,343) | - | (391,933) |
| Reclassified | - | - | (1,018) | 6,621 | - | 5,603 |
| Impact of consolidated entities | - | - | 38,083 | 211,309 | - | 249,392 |
| Effect of foreign currency exchange differences | - | 120 | 310 | (4,221) | - | (3,791) |
| Balance on December 31, 2025 | $ - | $ 1,625,102 | $ 5,034,942 | $ 1,318,888 | $ - | $ 7,978,932 |
| Carrying amount on December 31, 2025 | $ 652,048 | $ 2,798,945 | $ 1,035,483 | $ 686,213 | $ 63,416 | $ 5,236,105 |
(Concluded)
The property, plant and equipment of the Group are depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
Buildings and improvements 35-60 years
Leasehold improvements 3-20 years
Other equipment 1-20 years
Property, plant and equipment pledged as collateral for bank borrowings is set out in Notes 17 and 31 to the consolidated financial statements.
- 36 -
Except for the additions and depreciation expenses listed above, there was no significant sublease or impairment of the right-of-use assets of the Group for the years ended December 31, 2025 and 2024.
b. Lease liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Carrying amount | ||
| Current | $ 1,387,530 | $ 1,282,182 |
| Non-current | $ 6,715,594 | $ 5,388,866 |
Range of discount rate for lease liabilities was as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Buildings and improvements | 1.30%-6.70% | 1.30%-6.70% |
| Others | 0.95%-4.40% | 1.30%-2.30% |
c. Material leasing activities and terms
The Group’s also leases land with lease term of 40 years in Vietnam. The lease specifies that payments will be paid in total amount at once, and does not contain purchase option at the end of the contract.
The Group’s board of directors approved on November 12, 2024 to early terminate the Neihu office lease agreement, originally executed through its subsidiary, Le-Joy Innovation Co., Ltd., with the related party Tsai Wang Enterprise Company Limited, and subleased it to the Company and other related parties. Starting from the January 2025, the relevant companies of the Group will directly enter into lease agreements with Tsai Wang Enterprise Company Limited to obtain the right-of-use assets. On December 31, 2025, the Group leased a warehouse from a related party, Saturn Intelligence (CA) Ltd., for a term of 6 years. These arrangements do not contain renewal or purchase options.
In order to cope with retail demand, the Group entered into a large number of lease arrangements for the purpose of renting commercial space for the establishment of retail stores. Lease terms are negotiated by the management of each business segment and include a wide range of payment terms. Variable payment terms are used for a variety of reasons, including margin control and operational flexibility.
Variable payment terms lead to the incurrence of higher rental costs for stores with higher sales. However, the use of variable payment terms helps to facilitate the management of margins across the Group.
Variable rental expenses are expected to continue to represent a similar proportion of retail store sales in future years.
- INVESTMENT PROPERTIES
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Completed investment properties | $ 63,651 | $ 67,141 |
- 38 -
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cost | ||
| Balance on January 1 | $ 68,114 | $ - |
| Addition | - | 69,423 |
| Effects of foreign currency exchange differences | (2,357) | (1,309) |
| Balance on December 31 | $ 65,757 | $ 68,114 |
| Accumulated depreciation and impairment | ||
| Balance on January 1 | $ 973 | $ - |
| Depreciation expenses | 1,209 | 991 |
| Effects of foreign currency exchange differences | (76) | (18) |
| Balance on December 31 | $ 2,106 | $ 973 |
The Group acquired two properties in Hokkaido, Japan in May and August 2024, respectively, for rental purposes. The fair value of these properties has not been appraised by independent valuers but was instead assessed by the management of the Group based on market information from similar real estate transactions. As of December 31, 2025, the fair value is approximately $69,759 thousand.
The lease term for investment properties is 1 to 2 years. Under the lease contract, when the contract is up for renewal, the contracting parties will adjust the rental fee in accordance with the prevailing market rent. The tenant does not have the preferential purchase right to the investment property at the end of the lease term.
The investment properties of the Group are depreciated on a straight-line basis over the estimated useful life of the assets, as follows:
Main building
35 years
The information on investment properties pledged as collateral for loans is disclosed in Note 31 to the consolidated financial statements.
16. GOODWILL
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | $ 2,321,580 | $ 2,354,209 |
| Combinations (Note 24) | 648,380 | 15,777 |
| Derecognized item on disposal of subsidiaries (Note 25) | - | (50,400) |
| Effect of foreign currency exchange differences | 12,883 | 1,994 |
| Balance on December 31 | $ 2,982,843 | $ 2,321,580 |
The carrying amount of goodwill was allocated to cash-generating units as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Retail | $ 2,092,938 | $ 2,092,938 |
| Trading | 870,512 | 209,249 |
| Others | 19,393 | 19,393 |
| $ 2,982,843 | $ 2,321,580 |
The Group obtained a controlling board position in Hampton Products International Corporation through the board re-election in November 2025, giving rise to the recognition of related goodwill of $648,380 thousand. Please refer to Note 24 to the consolidated financial statements.
In July 2024, the Group acquired a 52.7% equity interest in IM Automotive Group America, Inc. for US$1,000 thousand (approximately $32,530 thousand) as the purchase consideration, thereby gaining control of the entity. The acquisition resulted in a goodwill amounting to $15,777 thousand. Please refer to Note 24 to the consolidated financial statements.
Additionally, in 2024, the Group disposed of a portion of its subsidiary equity, resulting in the loss of control. As a result, goodwill amounting to $50,400 thousand was written off. Please refer to Note 25 to the consolidated financial statements.
For the years ended December 31, 2025 and 2024, the Group evaluated the recoverable amounts of the above three cash-generating units, and the recoverable amounts were determined based on the value in use. The calculation of value in use was based on the cash flow projections in the financial budgets approved by management covering a 5-year period, and the growth rate used in preparing the budgets was based on the prediction of related industries.
17. BORROWINGS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term borrowings | $ 3,708,879 | $ 2,303,137 |
| Short-term bills payable | $ 192,785 | $ 319,184 |
| Current portion of long-term borrowings | $ 876,869 | $ 576,820 |
| Long-term borrowings | $ 8,112,831 | $ 9,259,712 |
a. Short-term borrowings as of December 31, 2025 and 2024 were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Line of credit borrowings | $ 2,650,365 | $ 2,203,137 |
| Bank-secured loans | 1,058,514 | 100,000 |
| $ 3,708,879 | $ 2,303,137 |
The range of interest rates for short-term loans were 0.9852%-8.5% and 1.895%-5.3066% per annum as of December 31, 2025 and 2024, respectively.
b. Short-term bills payable
December 31
| 2025 | 2024 | |
|---|---|---|
| Commercial paper | $ 193,000 | $ 320,000 |
| Less: Unamortized discounts on bills payable | (215) | (816) |
| $ 192,785 | $ 319,184 |
c. Long-term borrowings
| Lending Institution | Loan Tenure | Interest Rate | Collateral | December 31, 2025 |
|---|---|---|---|---|
| First Commercial Bank’s syndicated loan | 2022.11.22-2027.11.22 | 2.1789%-5.0106% | No | $ 4,921,420 |
| First Commercial Bank | 2025.05.29-2027.05.29 | 2.10% | No | 200,000 |
| First Commercial Bank | 2025.08.24-2030.09.09 | 2.85% | No | 30,000 |
| First Commercial Bank | 2025.10.17-2030.10.17 | 2.5% | No | 30,000 |
| Hua Nan Bank | 2025.04.18-2027.04.18 | 5% | No | 314,280 |
| Bank of Taiwan | 2024.05.15-2026.05.15 | 2.16%-5% | No | 388,568 |
| Taiwan Business Bank | 2025.04.09-2028.04.09 | 4.955003% | No | 125,712 |
| Taiwan Business Bank | 2024.06.05-2029.06.05 | 2.2200% | Yes | 31,354 |
| Export-Import Bank of the Republic of China | 2020.05.05-2026.05.05 | 2.0190% | No | 21,429 |
| Taishin International Bank | 2025.06.20.-2027.06.20 | 2.1600% | No | 270,000 |
| Taishin International Bank | 2023.02.22-2028.02.22 | 5.3773% | Yes | 290,394 |
| SinoPac Bank | 2025.10.30-2027.10.31 | 2.1100% | No | 750,000 |
| KGI Bank | 2025.08.27-2027.08.27 | 2.1200% | No | 600,000 |
| KGI Bank | 2025.11.05-2027.11.05 | 2.4000% | No | 100,000 |
| KGI Bank | 2024.12.31-2026.06.22 | 2.2750%-2.27822% | No | 63,191 |
| KGI Bank | 2025.01.16-2030.06.29 | 2.2778%-2.27822% | No | 66,508 |
| KGI Bank | 2025.01.16-2030.06.29 | 2.778% | No | 50,423 |
| Taipei Fubon Bank | 2020.10.22-2026.10.31 | 2.75% | No | 69,910 |
| Taipei Fubon Bank | 2020.10.22-2026.10.31 | 2.75% | No | 14,961 |
| Yuanta Bank | 2024.09.02-2027.09.01 | 2.05% | No | 260,000 |
| Mega International Commercial Bank | 2025.07.19-2027.07.18 | 2.1% | No | 70,000 |
| Mega International Commercial Bank | 2024.02.23-2029.02.23 | 2.22% | No | 23,750 |
| Far Eastern Bank | 2025.10.27-2027.10.27 | 2.1258% | No | 200,000 |
| Land Bank | 2024.06.05-2044.06.05 | 2.0821% | Yes | 72,800 |
| 2025.06.09-2028.06.09 | 2.8% | No | 25,000 | |
| Less: Current portion | (876,869) | |||
| $ 8,112,831 | ||||
| Lending Institution | Loan Tenure | Interest Rate | Collateral | December 31, 2024 |
| First Commercial Bank’s syndicated loan | 2022.11.22-2027.11.22 | 2.1704%-5.8351% | No | $ 5,447,869 |
| First Commercial Bank | 2021.10.04-2027.03.03 | 2.105% | No | 210,000 |
| Hua Nan Bank | 2024.04.12-2027.04.12 | 5.69% | No | 490,755 |
| Hua Nan Bank | 2024.08.27-2027.08.27 | 2.092% | No | 120,000 |
| Bank of Taiwan | 2024.04.15-2027.04.15 | 2.1115%-6.0148% | No | 379,944 |
| Taiwan Business Bank | 2023.03.15-2026.03.15 | 5.982% | No | 294,453 |
| Taiwan Business Bank | 2024.06.05-2029.06.05 | 2.22% | No | 35,000 |
| Export-Import Bank of the Republic of China | 2019.05.16-2025.05.16 | 2.019% | No | 94,286 |
| Export-Import Bank of the Republic of China | 2020.05.05-2026.05.05 | 1.9662% | No | 64,285 |
| Export-Import Bank of the Republic of China | 2019.12.06-2025.12.06 | 2.1247% | No | 20,571 |
| Taishin International Bank | 2023.02.22-2028.02.22 | 6.63% | Yes | 320,103 |
| Taishin International Bank | 2024.05.24-2044.05.24 | 2.04% | Yes | 32,016 |
| SinoPac Bank | 2025.10.30-2027.10.31 | 2.1% | No | 750,000 |
| KGI Bank | 2024.09.02-2026.09.02 | 2.11089%-2.111% | No | 600,000 |
| KGI Bank | 2024.12.31-2026.06.22 | 2.27056%-2.27633% | No | 44,450 |
| Yuanta Bank | 2024.09.02-2027.09.02 | 2.02%-2.1% | No | 260,000 |
| Yuanta Bank | 2024.12.27-2025.09.13 | 2.07% | No | 300,000 |
| Mega International Commercial Bank | 2024.07.19-2026.07.18 | 2.1675% | No | 70,000 |
| Mega International Commercial Bank | 2024.02.23-2029.02.23 | 0.5% | Yes | 30,000 |
| Far Eastern Bank | 2025.10.27-2027.10.27 | 2.1258% | No | 200,000 |
| Land Bank | 2024.06.05-2044.06.05 | 2.0821% | Yes | 72,800 |
| Less: Current portion | (576,820) | |||
| $ 9,259,712 |
- 40 -
Test-Rite promised to maintain the following financial covenants according to the loan agreements as of December 31, 2025 and 2024:
1) First Commercial Bank Syndicated Loan
a) For the Financial Liabilities Ratio, Test-Rite shall maintain a ratio of Financial Liabilities to Tangible Net Equity of no more than 1.5 to 1.
b) For the Current Ratio, Test-Rite shall maintain a ratio of Current Assets to Current Liabilities of no less than 1 to 1.
c) For the Interest Coverage Ratio (including depreciation, amortization, and interest expenses), Test-Rite shall maintain a ratio no less than 2.5 to 1.
d) For the Minimum Tangible Net Equity, Test-Rite shall maintain Tangible Net Equity of no less than $5,200,000 thousand.
e) The calculations of the ratios are based on the Company’s annual parent company only financial statements.
2) Taishin International Bank
a) For the Total Liabilities Ratio, Test-Rite shall maintain a ratio of Financial Liabilities to Tangible Net Equity of no more than 1.5 to 1.
b) For the Current Ratio, Test-Rite shall maintain a ratio of Current Assets to Current Liabilities of no less than 1 to 1.
c) For the Interest Coverage Ratio (including depreciation, amortization, and interest expenses), Test-Rite shall maintain a ratio no less than 2.5 to 1.
d) For the Minimum Tangible Net Equity, Test-Rite shall maintain Tangible Net Equity of no less than $5,200,000 thousand.
e) The calculations of the ratios are based on the Company’s annual parent company only financial statements.
3) SinoPac Bank Loan
a) For the Financial Liabilities Ratio, Test-Rite shall maintain a ratio of Financial Liabilities to Tangible Net Equity of no more than 1.5 to 1.
b) For the Current Ratio, Test-Rite shall maintain a ratio of Current Assets to Current Liabilities of no less than 1 to 1.
c) For the Interest Coverage Ratio (including depreciation, amortization, and interest expenses), Test-Rite shall maintain a ratio no less than 2.5 to 1.
d) For the Minimum Tangible Net Equity, Test-Rite shall maintain Tangible Net Equity of no less than $5,200,000 thousand.
e) The calculations of the ratios are based on the Company’s parent company only financial statements for each year ended December 31.
4) The Group was in compliance with the terms of the contracts on the above bank borrowings in 2024.
- 41 -
5) In 2025, the Company breached specific covenants under its syndicated long-term loan, primarily relating to the interest coverage ratio. As of December 31, 2025, the carrying amount of the loan was $4,921,420 thousand. The loan agreement stipulates that if, at any testing date, any financial ratio or benchmark is not met, the Company shall remedy such non-compliance by the following review date. Once the Company achieves such remediation, it shall not be deemed in breach of its financial covenants; however, the annual interest rate on the outstanding principal shall be increased by 0.1%. As this was the Company’s first breach of the financial covenants in fiscal year 2025, the syndicated banks did not have the immediate right to demand repayment as of the balance sheet date.
6) In 2025, the Company breached a specific covenant under its long-term borrowing from SinoPac Bank, primarily related to the interest coverage ratio. As of December 31, 2025, the carrying amount of the loan was $750,000 thousand. The loan agreement stipulates that, in the event the specified covenant is not met, the annual interest rate shall be increased by 0.125%; accordingly, SinoPac Bank did not have the immediate right to demand repayment as of the balance sheet date.
7) In 2025, the Company breached a specific covenant under its long-term borrowing from Taishin Bank, primarily relating to the interest coverage ratio. As of December 31, 2025, the carrying amount of the loan was $270,000 thousand. As Taishin Bank had not waived its right to demand repayment as of the balance sheet date, the Company classified this loan as a current liability as of December 31, 2025, and subsequently repaid the loan in full after the reporting period.
8) The Group assesses that the above breach of the loan agreement terms will not have a material impact on the Group’s financial costs and liquidity.
18. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plan adopted by the Group in accordance with the Labor Standards Act is operated by the government of the Republic of ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Group contributes amounts equal to 4% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Present value of defined benefit obligation | $ 227,657 | $ 229,010 |
| Fair value of plan assets | (318,412) | (293,789) |
| Surplus deficit | (90,755) | (64,779) |
| Defined benefit asset (included in other non-current assets) | 90,770 | 69,366 |
Net defined benefit liability (included in net defined benefit liabilities - non-current) $ 15 $ 4,587
Movements in net defined benefit liability (asset) were as follows:
| Present Value of the Defined Benefit Obligation | Fair Value of the Plan Assets | Net Defined Benefit Liability (Asset) | |
|---|---|---|---|
| Balance on January 1, 2024 | $ 240,568 | $ (266,657) | $ (26,089) |
| Service cost | |||
| Current service cost | 334 | - | 334 |
| Past service cost | 2,679 | - | 2,679 |
| Net interest expense (revenue) | 3,004 | (3,372) | (368) |
| Recognized in profit or loss | 6,017 | (3,372) | 2,645 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (22,293) | (22,293) |
| Actuarial profit - changes in financial assumptions | (9,809) | - | (9,809) |
| Actuarial (profit) loss - experience adjustments | 4,458 | - | 4,458 |
| Recognized in other comprehensive income | (5,351) | (22,293) | (27,644) |
| Contributions from the employer | - | (13,691) | (13,691) |
| Benefits paid | (12,224) | 12,224 | - |
| Others | - | - | - |
| Balance on December 31, 2024 | 229,010 | (293,789) | (64,779) |
| Service cost | |||
| Current service cost | 265 | - | 265 |
| Past service cost | - | - | - |
| Net interest expense (revenue) | 3,697 | (4,815) | (1,118) |
| Recognized in profit or loss | 3,962 | (4,815) | (853) |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | (19,454) | (19,454) |
| Actuarial profit - changes in financial assumptions | 6,020 | - | 6,020 |
| Actuarial (profit) loss - experience adjustments | 2,443 | - | 2,443 |
| Recognized in other comprehensive income | 8,463 | (19,454) | (10,991) |
| Contributions from the employer | - | (13,719) | (13,719) |
| Benefits paid | (13,778) | 13,365 | (413) |
| Others | - | - | - |
| Balance on December 31, 2025 | $ 227,657 | $ (318,412) | $ (90,755) |
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Operating expenses | $ (853) | $ 2,645 |
Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | 1.38%-1.40% | 1.25%-1.65% |
| Expected rate of salary increase | 2.50%-3.00% | 2.50%-3.00% |
If possible reasonable change in each of the significant actuarial assumptions occurs and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Discount rate | ||
| 0.25% increase | $ (6,020) | $ (6,213) |
| 0.25% decrease | $ 6,250 | $ 6,455 |
| Expected rate of salary increase | ||
| 0.25% increase | $ 6,054 | $ 6,265 |
| 0.25% decrease | $ (5,863) | $ (6,062) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Expected contributions to the plan for the next year | $ 6,958 | $ 7,304 |
| Average duration of the defined benefit obligation | 3.90-15.50 years | 7.40-16.00 years |
19. EQUITY
a. Share capital
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Number of shares authorized (in thousands) | 750,000 | 750,000 |
| Shares authorized | $ 7,500,000 | $ 7,500,000 |
| Number of shares issued and fully paid (in thousands) | 509,888 | 509,888 |
| Shares issued | $ 5,098,875 | $ 5,098,875 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
b. Capital surplus
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| May be used to offset a deficit, distributed as | ||
| cash dividends, or transferred to share capital (1) | ||
| Issuance of ordinary shares | $ 360 | $ 360 |
| The difference between the consideration received or paid and | ||
| the carrying amount of the subsidiaries’ net assets during | ||
| actual disposal or acquisition | 341 | 341 |
| May only be used to offset a deficit (2) | ||
| Changes in percentage of ownership interests in subsidiaries | 194,359 | 1,745 |
| $ 195,060 | $ 2,446 |
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.
c. Retained earnings and dividends policy
As the Company’s industrial environment is affected by a wide range of variables, the Company adopted a balanced dividends policy. Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. Above dividends, legal reserve and capital surplus, which is distributed by cash, the Company authorizes the distribution after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be
- 45 -
submitted to the shareholders' meeting. For the policies on the distribution of employees' compensation and remuneration of directors after the amendment, refer to employees' compensation and remuneration of directors and in Note 21-f to the consolidated financial statements.
The dividends policy of Test-Rite is as follows:
The Company's dividends policy shall consider the Company's business diversification, capital needs for future operational plan, along with the shareholder's benefits, and the Company's long-term financial plans. The shareholder's dividends are appropriated based on accumulated distributable earnings, which shall not be lower than 50% of the distributable earnings for the periods and the cash dividends shall not be less than 10% of the shareholders dividend. However, if cash dividends per share are less than $0.1, share dividends could be all distributed instead of cash dividends.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company's paid-in capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's paid-in capital, the excess may be transferred to capital or distributed in cash.
The appropriations from the earnings for 2024 and 2023 were as follows:
| Appropriation of Earnings | Dividends Per Share (NT$) | |||
|---|---|---|---|---|
| For the Year Ended December 31 | For the Year Ended December 31 | |||
| 2024 | 2023 | 2024 | 2023 | |
| Legal reserve | $ 35,544 | $ 24,610 | ||
| Reversal of special reserve | (147,069) | (52,702) | ||
| Cash dividends | 458,899 | 297,349 | $0.90 | $0.60 |
The above appropriations for cash dividends were resolved by the Company's board of directors on March 12, 2025 and March 13, 2024, respectively, the other appropriations for 2024 and 2023 were resolved at the shareholders meeting on May 28, 2025 and May 30, 2024, respectively.
The appropriation of earnings for 2025 was proposed by the Company's board of directors on March 11, 2026. The appropriations and dividends per share were as follows:
| Appropriation of Earnings | Dividends Per Share (NT$) | |
|---|---|---|
| Legal reserve | $ 19,863 | |
| Special reserve | 18,866 | |
| Cash dividends | 168,927 | $0.33 |
The above appropriation for cash dividends was resolved by the Company's board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on May 27, 2026.
The Company resolved at the Board of Directors' meeting held on March 11, 2026, to distribute cash of $111,513 thousand from the legal reserve.
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d. Other equity items
1) Exchange differences on translating the financial statements of foreign operations
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Company’s presentation currency (New Taiwan dollars) were recognized directly in other comprehensive income and accumulated in a foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve were reclassified to profit or loss on the disposal of foreign operations.
2) Unrealized gain (loss) on financial assets at FVTOCI
Unrealized gain (loss) on financial assets at FVTOCI was accumulated gains and losses recognized in other comprehensive income when investments in equity instruments at FVTOCI were subsequently measured at fair value. Unrealized gain (loss) on financial assets at FVTOCI was not reclassified to other gains and losses when those financial instruments were disposed of.
e. Treasury shares
| Purpose of Treasury Share | Number of Shares at January 1 | Increase During the Year | Decrease During the Year | Number of Shares at December 31 |
|---|---|---|---|---|
| 2024 | ||||
| Shares transferred to employees | 14,306 | - | 14,306 | - |
The Company acquired 14,306 thousand treasury shares of treasury stock in fiscal year 2019 and had fully transferred the shares to employees in May 2024. Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights of earnings distribution and voting.
- REVENUE
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | ||
| Revenue from sale of goods | $ 29,993,039 | $ 32,870,179 |
| Other operating revenue | 3,628,762 | 3,961,870 |
| $ 33,621,801 | $ 36,832,049 |
a. Contract balances
| December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Contract assets | |||
| Properties construction | $ 1,285,629 | $ 821,375 | $ 807,093 |
| (Continued) |
| December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Contract liabilities | |||
| Properties construction | $ 92,350 | $ 312,733 | $ 202,852 |
| Sale of goods | 284,972 | 278,881 | 204,495 |
| Customer loyalty programs | 30,092 | 33,084 | 66,615 |
| $ 407,414 | $ 624,698 | $ 473,962 | |
| (Concluded) |
b. Disaggregation of revenue
2025
| Reportable Segments | ||||
|---|---|---|---|---|
| Retail | Trading | Construction | Total | |
| Type of goods or services | ||||
| Sale of goods | $ 11,541,695 | $ 17,388,484 | $ 1,062,860 | $ 29,993,039 |
| Other operating revenue | 663,238 | 694,199 | 2,271,325 | 3,628,762 |
| $ 12,204,933 | $ 18,082,683 | $ 3,334,185 | $ 33,621,801 |
2024
| Reportable Segments | ||||
|---|---|---|---|---|
| Retail | Trading | Construction | Total | |
| Type of goods or services | ||||
| Sale of goods | $ 13,075,236 | $ 18,865,800 | $ 929,143 | $ 32,870,179 |
| Other operating revenue | 643,831 | 907,101 | 2,410,938 | 3,961,870 |
| $ 13,719,067 | $ 19,772,901 | $ 3,340,081 | $ 36,832,049 |
21. NET PROFIT FROM CONTINUING OPERATIONS
a. Interest income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Bank deposits | $ 30,620 | $ 31,071 |
| Others | 14,551 | 12,403 |
| $ 45,171 | $ 43,474 |
b. Other income
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Rental income | $ 47,957 | $ 44,162 |
| Dividends | 9,659 | 11,446 |
| Subsidy income | 22,213 | 33,608 |
| Others | 98,585 | 117,156 |
| $ 178,414 | $ 206,372 |
c. Other gains and (losses)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Gain (loss) on disposal of financial assets | $ 7,897 | $ (31,286) |
| Fair value changes of financial assets and financial liabilities designated at FVTPL | 180,656 | 5,618 |
| Loss on disposal of property, plant and equipment | (3,590) | (15,904) |
| Gain on lease modification | 51,617 | 20,020 |
| Loss on compensation | (93,830) | (126,016) |
| Net foreign exchange gains | 67,263 | 181,997 |
| Miscellaneous expenses | (27,969) | (2,997) |
| $ 182,044 | $ 31,432 |
d. Financial cost
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest on lease liabilities | $ 157,673 | $ 160,901 |
| Bank loan interest expenses | 366,627 | 424,241 |
| $ 524,300 | $ 585,142 |
e. Employee benefits, depreciation and amortization expenses
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Operating Cost | Operating Expense | Total | Operating Cost | Operating Expense | Total | |
| Personal expenses | ||||||
| Salaries | $ 166,887 | $ 3,091,414 | $ 3,258,301 | $ 159,901 | $ 3,184,307 | $ 3,344,208 |
| Labor and health insurance expense | 14,677 | 370,933 | 385,610 | 14,531 | 365,598 | 380,129 |
| Pension expense | 7,265 | 121,102 | 128,367 | 7,977 | 122,824 | 130,801 |
| Other expense | 16,988 | 101,806 | 118,794 | 29,750 | 107,663 | 137,413 |
| Depreciation | 167,838 | 1,943,205 | 2,111,043 | 76,116 | 2,039,921 | 2,116,037 |
| Amortization | 1,194 | 103,713 | 104,907 | - | 101,662 | 101,662 |
f. Employees compensation of employees and remuneration of directors
According to the Company’s Articles, the Company accrues compensation of employees and remuneration of directors and supervisors at rates of no less than 1% and no higher than 2% respectively, of net profit before income tax, compensation of employees, and remuneration of directors and supervisors. In accordance with the amendments to the Securities and Exchange Act in August 2024, the shareholders of the Company resolved the amendments to the Company’s Articles at their 2025 regular meeting. The amendments explicitly stipulate the allocation of 15% of the compensation of employees as compensation distributions for Entry-level employees. The compensation of employees (including Entry-level employees) and the remuneration of directors and supervisors for the years ended December 31, 2025 and 2024, which were approved by the Company’s board of directors on March 11, 2026 and March 12, 2025, respectively, are as follows:
Accrual rate
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Compensation of employees | 1.0% | 1.0% |
| Remuneration of directors | 1.5% | 1.5% |
| Amount | ||
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Compensation of employees | $ 552 | $ 3,038 |
| Remuneration of directors | 827 | 4,557 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
- INCOME TAX
a. Major components of income tax expense recognized in profit or loss:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | ||
| In respect of the current period | $ 54,853 | $ 61,413 |
| Income tax on unappropriated earnings | 2,224 | 2,152 |
| Adjustments for prior periods | (802) | 358 |
| 56,275 | 63,923 | |
| Deferred tax | ||
| Adjustment for deferred tax assets | 52,536 | 74,260 |
| Income tax expense recognized in profit or loss | $ 108,811 | $ 138,183 |
b. A reconciliation of accounting profit and income tax expense are as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Profit before tax | ||
| Income tax expense calculated at the statutory rate | $ 133,399 | $ 135,229 |
| Tax effect of reconciled items: | ||
| Tax-exempt income | (78,546) | (73,816) |
| Adjustments to deferred tax assets | 52,536 | 74,260 |
| Income tax on unappropriated earnings | 2,224 | 2,152 |
| Adjustments for prior periods | (802) | 358 |
| Income tax expense recognized in loss | $ 108,811 | $ 138,183 |
c. Deferred tax assets and liabilities
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred tax assets | ||
| Temporary difference | ||
| Share of losses of subsidiaries accounted for using the equity method | $ 1,062,279 | $ 992,526 |
| Loss carryforwards | 810,514 | 708,566 |
| Allowance for sales returns and discounts | 35,677 | 52,207 |
| Deferred sale and leaseback | 36,040 | 46,529 |
| Lease liabilities | 21,886 | 42,243 |
| Provision for prepaid inventory payments | - | 38,279 |
| Allowance for doubtful accounts | 30,805 | 31,503 |
| Unrealized gross profit | 4,777 | 23,360 |
| Unrealized losses on inventories | 29,831 | 20,042 |
| Allowance for compensation losses | 9,315 | 3,482 |
| Others | 103,554 | 104,871 |
| $ 2,144,678 | $ 2,063,608 | |
| Deferred tax liabilities | ||
| Temporary difference | ||
| Defined benefit obligations | $ 58,599 | $ 56,191 |
| Unrealized exchange gains | 8,394 | 40,726 |
| Others | 75,696 | 87,485 |
| $ 142,689 | $ 184,402 |
d. Income tax assessments
The income tax returns of Test-Rite for years through 2023 have been examined and approved by the tax authority.
e. Pillar 2 Income Tax Act
Some of Test-Rite International Co., Ltd.'s subsidiaries are registered in Germany, the United Kingdom, Australia and Singapore, where the Pillar 2 income tax legislation has come into effect. Under this legislation, these subsidiaries must pay a top-up tax on their profits so that these subsidiaries' effective tax rates will not be lower than the 15 percent effective tax rates in these countries. As of December 31, 2025, compliance with the Pillar 2 income tax legislation had no material impact on the income tax of the Group. The Group will continue to assess the potential impact of the Pillar 2 income tax legislation on its future financial performance.
- EARNINGS PER SHARE
For the years ended December 31, 2025 and 2024, the amounts of earnings per share were calculated as follows:
| 2025 | |||
|---|---|---|---|
| Amounts (Numerator) Parent Co. Shareholders Income After Tax | Shares (Denominator) (In Thousands) | EPS (NT$) Parent Co. Shareholders Income After Tax | |
| Basic earnings per share | |||
| Net income to shareholders of ordinary shares | $ 115,201 | 509,888 | $ 0.23 |
| The effects of dilutive potential ordinary shares | |||
| Compensation to employees | - | 55 | |
| Diluted earnings per share | |||
| Net income to shareholders of ordinary shares and the effects of potential ordinary shares | $ 115,201 | 509,943 | $ 0.23 |
| 2024 | |||
| Amounts (Numerator) Parent Co. Shareholders Income After Tax | Shares (Denominator) (In Thousands) | EPS (NT$) Parent Co. Shareholders Income After Tax | |
| Basic earnings per share | |||
| Net income to shareholders of ordinary shares | $ 331,711 | 503,204 | $ 0.66 |
| The effects of dilutive potential ordinary shares | |||
| Compensation to employees | - | 181 | |
| Diluted earnings per share | |||
| Net income to shareholders of ordinary shares and the effects of potential ordinary shares | $ 331,711 | 503,385 | $ 0.66 |
Test-Rite may settle the compensation or bonuses paid to employees in cash or shares; therefore, Test-Rite assumes that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares will be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
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24. BUSINESS COMBINATIONS
a. Subsidiaries acquired - Hampton Products International Corporation (Hampton)
1)
| Subsidiary | Principal Activity | Date of Acquisition | Proportion of Voting Equity Interests Acquired (%) | Consideration Transferred |
|---|---|---|---|---|
| Hampton | Importation, manufacturing, and wholesale of hardware and lock products | 2025.11.07 | 33.81 | $ 888,754 |
In order to broaden its footprint in the hardware products market and diversify its product offerings, the Group secured control through the reconstitution of the board of directors.
2) Consideration transferred
Hampton
Fair value of pre-existing interest in the acquiree
$ 888,754
3) Assets acquired and liabilities assumed at the date of acquisition
Hampton
| Current assets | |
|---|---|
| Cash and cash equivalents | $ 4,359 |
| Net accounts receivable | 832,409 |
| Other receivables | 27 |
| Inventories | 1,653,056 |
| Prepayments | 31,573 |
| Current tax assets | 4,083 |
| Non-current assets | |
| Property, plant and equipment | 46,776 |
| Right-of-use assets | 724,775 |
| Other intangible assets | 22,735 |
| Goodwill | 92,473 |
| Deferred tax assets | 169,086 |
| Refundable deposits | 154,152 |
| Current liabilities | |
| Short-term borrowings | (959,743) |
| Trade payable | (830,499) |
| Other payables | (102,974) |
| Other current liabilities | (81,633) |
| Lease liabilities - current | (130,328) |
| Non-current liabilities | |
| Lease liabilities - non-current | (645,864) |
| $ 984,463 |
The initial accounting for the acquisition of Hampton was only provisionally determined at the end of the year. The tax bases of Hampton's assets were required to be reset based on the market values of the assets. At the date of issuance of these consolidated financial statements, the necessary market valuations and other calculations have not been finalized, and they have, therefore, only been provisionally determined based on management's best estimate of the likely tax values.
4) Goodwill recognized on acquisitions
| Hampton | |
|---|---|
| Consideration transferred | $ 888,754 |
| Add: Non-controlling interests | 651,616 |
| Less: Fair value of identifiable net assets acquired | (984,463) |
| Goodwill recognized on acquisitions | $ 555,907 |
The goodwill arising from the merger is expected to be nondeductible for tax purposes.
The non-controlling (66.19% ownership) interest in Hampton is measured at its net assets of $651,616 thousand as of the acquisition date.
5) Net cash inflow on the acquisition of subsidiaries
| Hampton | |
|---|---|
| Consideration paid in cash | $ - |
| Less: Cash and cash equivalent balances acquired | (4,359) |
| Net cash inflow on the acquisition of subsidiaries | $ (4,359) |
6) Impact of the acquisition on the results of the Group
The financial results of the acquirees since the acquisition dates, which are included in the consolidated statements of comprehensive income, was as follows:
| Hampton | |
|---|---|
| Revenue | $ 660,583 |
| Net loss for the year | $ (864) |
b. Subsidiaries acquired-IM Automotive Group America, Inc. (IMA)
1)
| Subsidiary | Principal Activity | Date of Acquisition | Proportion of Voting Equity Interests Acquired (%) | Consideration Transferred |
|---|---|---|---|---|
| IMA | Importation and exportation | 2024.07.01 | 52.7 | $ 32,530 |
To expand its presence in the U.S. automotive products market, the Group, through Test-Rite Products Corp. (U.S.A.), a subsidiary of Test-Rite International (U.S.) Co., Ltd., acquired a 52.7% equity stake in IMA in July 2024, for US$1,000 thousand (approximately $32,530 thousand), thereby gaining control of the entity.
- 55 -
2) Consideration transferred
| IMA | |
|---|---|
| Cash | $ 32,530 |
3) Assets acquired and liabilities assumed at the date of acquisition
| IMA | |
|---|---|
| Current assets | |
| Cash and cash equivalents | $ 34,222 |
| Net accounts receivable | 1,236 |
| Inventories | 17,241 |
| Prepayments | 325 |
| Non-current assets | |
| Property, plant and equipment | 716 |
| Other intangible assets | 27,976 |
| Other non-current liabilities | 1,366 |
| Current liabilities | |
| Trade payable | (30,578) |
| Deferred tax liabilities | (6,604) |
| $ 45,900 |
4) Goodwill recognized on acquisitions
| IMA | |
|---|---|
| Consideration transferred | $ 32,530 |
| Add: Non-controlling interests | 29,147 |
| Less: Fair value of identifiable net assets acquired | (45,900) |
| Goodwill recognized on acquisitions | $ 15,777 |
The goodwill arising from the merger is expected to be nondeductible for tax purposes.
The non-controlling interest in IMA is measured at its fair value of $29,147 thousand as of the acquisition date. This fair value is determined based on the proportionate share of the fair value of the identifiable net assets as of the acquisition date.
5) Net cash inflow on the acquisition of subsidiaries
| IMA | |
|---|---|
| Consideration paid in cash | $ 32,530 |
| Less: Cash and cash equivalent balances acquired | (34,222) |
| Net cash inflow on the acquisition of subsidiaries | $ (1,692) |
6) Impact of the acquisition on the results of the Group
The financial results of the acquirees since the acquisition dates, which are included in the consolidated statements of comprehensive income, was as follows:
| IMA | |
|---|---|
| Revenue | $ 2,871 |
| Net loss for the year | $ (6,758) |
- DISPOSAL OF SUBSIDIARIES
In July 2024, October 2024 and December 2024, the Group entered into agreements for the disposal of its interests in Test-On Lighting Technology Co., Ltd., U-ME Enterprise Co., Ltd. and Tehong Sustainability Co., Ltd., respectively, disposing of 90 thousand shares, 165 thousand shares, and 37.8 thousand shares, respectively, resulting in a reduction of its ownership stakes to 48%, 49% and 0%, respectively. The Group completed the disposals in October 2024, November 2024 and December 2024, respectively, thereby losing control over these subsidiaries accordingly.
a. Consideration received from disposals
| Disposal of Subsidiaries | |
|---|---|
| Consideration received in cash and cash equivalents | $ 12,007 |
b. Analysis of assets and liabilities on the date control was lost
| Disposal of Subsidiaries | |
|---|---|
| Current assets | |
| Cash and cash equivalents | $ 28,983 |
| Contract assets - current | 28,476 |
| Notes receivable | 331 |
| Trade receivable | 28,355 |
| Other receivables | 198 |
| Inventories | 12,746 |
| Prepayments | 7,341 |
| Other current financial assets | 1,482 |
| Other current assets | 48 |
| Non-current assets | |
| Property, plant and equipment | 1,468 |
| Right-of-use assets | 6,869 |
| Goodwill | 50,400 |
| Deferred tax assets | 1,821 |
| Refundable deposits | 3,419 |
| Current liabilities | |
| Short-term borrowings | (16,000) |
| Contract liabilities - current | (11,633) |
| Notes payable | (253) |
| Trade payables | (22,398) |
| (Continued) |
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| Disposal of Subsidiaries | |
|---|---|
| Other payables | $ (13,285) |
| Current tax liabilities | (983) |
| Lease liabilities - current | (2,443) |
| Other current liabilities | (1,498) |
| Non-current liabilities | |
| Lease liabilities - non-current | (4,842) |
| Net assets disposed of | $ 98,602 |
c. Loss on disposals of subsidiaries
| Disposal of Subsidiaries | |
|---|---|
| Consideration received | $ 12,007 |
| Net assets disposed of | (98,602) |
| Non-controlling interests | 22,315 |
| Acquisition of associates | 57,610 |
| Loss on disposals | $ (6,670) |
d. Net cash outflow on disposals of subsidiaries
| Disposal of Subsidiaries | |
|---|---|
| Consideration received in cash and cash equivalents | $ 12,007 |
| Less: Cash and cash equivalent balances disposed of | (28,983) |
| $ (16,976) |
26. SUPPLIER FINANCE ARRANGEMENTS
The Group has entered into a supplier finance arrangements, under which suppliers may choose to assign their receivables from the Group to a bank. The Group will then make payments to the bank according to the original payment schedule. Since the payment periods have not been extended and no additional interests will be paid, the payment terms have not materially changed, and therefore, the amounts are still recorded as trade payables. As of December 31, 2025 and 2024, the balance of accounts payable under supplier financing arrangements were $2,040,281 thousand and $2,521,673 thousand,
The carrying amount of the financial liabilities under the supplier finance arrangements and the amounts received by suppliers from financing providers are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Trade payables | ||
| Of which suppliers have already received payment from the finance provider | $ 1,157,216 | $ 1,272,220 |
The payment due dates for the financial liabilities that are subject to supplier finance arrangements and comparable trade payables that are not part of a supplier finance arrangement are as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Trade payables | ||
| Liabilities that are part of supplier finance arrangements | 30-180 days | 30-120 days |
| Comparable trade payables that are not part of supplier finance arrangements | 30-180 days | 30-120 days |
27. SHARE-BASED PAYMENT ARRANGEMENTS
a. Employee share option of the Company
At the Board of Directors meeting held in May 2024, the Company resolved to transfer its 14th and 15th tranches of treasury shares, amounting to 9,271 thousand shares and 5,035 thousand shares, respectively, to employees. The transfer price shall be based on the average purchase price of each respective tranche. The recipients of the shares are employees of controlled or affiliated companies who meet specified eligibility criteria, and the record date for the subscription has been set as May 13, 2024.
b. Employee share option plan of a subsidiary acquired in the current year
Hampton had a share option plan for its executives and senior employees. The outstanding share options were not replaced and were still in existence at the date of acquisition of Hampton.
The exercise price of the stock options shall not be lower than 100% of the fair market value on the grant date. The Company recognizes the related share-based compensation expense based on the estimated fair value of the options at the grant date, and recognized compensation costs of USD$ 242 thousand dollars in 2025.
The share-based payment arrangements of December 31, 2025 is as follows:
| Options Series | Series 1 |
|---|---|
| Number | 260,773 |
| Grant date | 105/1-113/6 |
| Expiry date | 115/1-115/6 |
| Exercise price (dollars) | US$ 1.29- |
| US$ 7.93 |
28. CAPITAL MANAGEMENT
The objective of the Company's capital management is to ensure it has the necessary financial resource and operational plan so that it can cope with the next twelve months working capital requirements, capital expenditures and dividends spending.
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29. FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments
a. Fair value of financial instruments not measured at fair value
The management considers that the carrying amounts of financial assets and financial liabilities not carried at fair value approximate their fair value. As of December 31, 2025 and 2024, the carrying amounts approximate their fair value.
b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTPL | ||||
| Derivative financial assets | $ - | $ 174,862 | $ - | $ 174,862 |
| Non-derivative financial assets | $ 179,828 | $ - | $ - | $ 179,828 |
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | $ 25,551 | $ - | $ 208,276 | $ 233,827 |
| Financial liabilities at FVTPL | ||||
| Derivative financial liabilities | $ - | $ 2,639 | $ - | $ 2,639 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTPL | ||||
| Derivative financial assets | $ - | $ 12,738 | $ - | $ 12,738 |
| Non-derivative financial assets | $ 355,233 | $ - | $ - | $ 355,233 |
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | $ 131,967 | $ - | $ 447,419 | $ 579,386 |
There were no transfers between Level 1 and 2 in the current and prior years.
2) Valuation techniques and inputs applied for Level 2 fair value measurement
Derivatives - foreign exchange forward contracts using Discounted cash flow, future cash flows are estimated based on observable forward exchange rates at the end of the year and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.
3) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities - ROC were determined using the asset approach the Company has assessed that the carrying amounts and fair values are not materially different.
Categories of Financial Instruments
As of December 31, 2025 and 2024, the Group’s financial assets and financial liabilities and their respective fair values were as follows:
| December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Book Value | Fair Value | Book Value | Fair Value | |
| Financial assets | ||||
| Financial assets at amortized cost (Note a) | $ 9,259,169 | $ 9,259,169 | $ 10,867,140 | $ 10,867,140 |
| Financial assets at FVTPL - current | 354,690 | 354,690 | 367,971 | 367,971 |
| Financial assets at FVTOCI | 233,827 | 233,827 | 579,386 | 579,386 |
| Financial liabilities | ||||
| Financial liabilities at amortized cost (Note b) | 20,512,755 | 20,512,755 | 20,431,313 | 20,431,313 |
| Financial liabilities at FVTPL - current | 2,639 | 2,639 | - | - |
a. The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable and trade receivables, other receivables, lease receivables, other financial assets, refundable deposits.
b. The balances include financial liabilities at amortized cost, which comprise short-term borrowings, short-term bills payable, notes payable, trade payable, other payables and long-term borrowings (including current portion), guarantee deposits received.
Financial Risk Management Objectives and Policies
The Group’s major financial instruments include equity and debt investments, borrowings, trade receivables, lease liabilities and trade payables. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk, credit risk and liquidity risk.
The Group sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Group’s policies approved by the board of directors, which provided written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instruments for speculative purposes.
a. Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk, including forward foreign exchange contracts to hedge the exchange rate risk arising on the export.
There have been no changes to the Group’s exposure to market risks or the manner in which these risks were managed and measured.
- 61 -
1) Foreign currency risk
Several subsidiaries of the Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing forward foreign exchange contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (see Note 34).
The sensitivity analysis included only outstanding foreign currency denominated monetary items, and the effect on profit and loss by their translation at the end of the reporting period for a 1% change in foreign currency rates. The following table indicates a/an (decrease) increase in pre-tax profit and other equity associated with New Taiwan dollars depreciated 1% against the relevant currency. For a 1% appreciation of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax and other equity and the balances below would be negative number indicates.
| USD Impact | |
|---|---|
| For the Year Ended December 31 | |
| 2025 | 2024 |
| Foreign currency assets - liabilities | |
| Equity | $ (31,459) |
| $ (27,092) |
2) Interest rate risk
The Group was exposed to interest rate risk because entities in the Group borrowed funds at floating interest rates. The risk is managed by the Group by maintaining floating rate borrowings. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.
The Group’s interest rate risk arises primarily from fixed and floating income investment and bank borrowings.
The carrying amount of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Fair value interest rate risk | ||
| Financial liabilities | $ 192,785 | $ 319,184 |
| Cash flow interest rate risk | ||
| Financial assets | 854,764 | 516,879 |
| Financial liabilities | 12,698,579 | 12,139,669 |
The sensitivity analyses were calculated by a change in fair value of the fixed interest rates financial assets and liabilities at the end of the reporting period.
If interest rates at end of the reporting period were higher by 100 base points and all other variables were held constant, the Group’s cash outflow for the years ended December 31, 2025 and 2024 would have been increased by $118,438 thousand and $116,228 thousand, respectively.
b. Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from:
1) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and
2) The amount of contingent liabilities in relation to financial guarantee issued by the Group.
To effectively minimize credit risk arising from counterparties that would result in material default or delayed payments, the Group requires from the counterparties compensation or credit insurance. Management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Group’s credit risk was significantly reduced.
The credit risk on liquid funds and derivatives was limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.
The Group did transactions with a large number of customers among different industries and geography area. Ongoing credit evaluation is performed on the financial condition of trade receivables and, where appropriate, credit guarantee insurance cover is purchased.
c. Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
1) The Group’s non-derivative financial liabilities with their agreed repayment period were as follows:
| December 31, 2025 | ||||
|---|---|---|---|---|
| 1 Year | 2-3 Years | 3+ Years | Total | |
| Non-derivative financial liabilities | ||||
| Non-interest bearing | $ 7,570,341 | $ 21,078 | $ 29,972 | $ 7,621,391 |
| Fixed interest rate liabilities | 192,785 | - | - | 192,785 |
| Variable interest rate liabilities | 4,585,748 | 7,974,927 | 137,904 | 12,698,579 |
| Lease liabilities | 1,387,530 | 1,275,391 | 5,440,203 | 8,103,124 |
| $ 13,736,404 | $ 9,271,396 | $ 5,608,079 | $ 28,615,879 |
| December 31, 2024 | ||||
|---|---|---|---|---|
| 1 Year | 2-3 Years | 3+ Years | Total | |
| Non-derivative financial liabilities | ||||
| Non-interest bearing | $ 7,885,332 | $ 26,191 | $ 60,937 | $ 7,972,460 |
| Fixed interest rate liabilities | 319,184 | - | - | 319,184 |
| Variable interest rate liabilities | 2,879,957 | 8,754,494 | 505,218 | 12,139,669 |
| Lease liabilities | 1,282,182 | 1,038,495 | 4,350,371 | 6,671,048 |
| $ 12,366,655 | $ 9,819,180 | $ 4,916,526 | $ 27,102,361 |
(2)Financing facilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Unsecured bankloan amount | ||
| — Amount used | $ 11,438,517 | $ 11,904,749 |
| — Amount unused | 20,274,643 | 18,130,152 |
| $ 31,713,160 | $ 30,034,901 | |
| December 31, 2025 | December 31, 2024 | |
| Secured bank loan amount | ||
| — Amount used | $ 1,453,062 | $ 554,920 |
| — Amount unused | 445,554 | 174,848 |
| $ 1,898,616 | $ 729,768 |
30. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.
Names and relationships of the related parties are outlined as follows:
| Name | Relationship |
|---|---|
| Tsai Wang Enterprise Company Limited | Entity controlled by key management personnel |
| Li Xiong Co., Ltd. | Entity controlled by key management personnel |
| Saturn Intelligence (CA) Ltd. | Entity controlled by key management personnel |
| Saturn Intelligence (AR) Ltd. | Entity controlled by key management personnel |
| TAK Health Co., Ltd. | Entity controlled by key management personnel |
| X-Cel Relationship Management Co., Ltd. | Entity controlled by key management personnel |
| Cin Chil Co., Ltd. | Entity controlled by key management personnel |
| U-ME Enterprise Co., Ltd. | Associate (originally a consolidated entity, it was reclassified as an affiliated company starting from November 2024) |
| Test-On Lighting Technology Co., Ltd. | Associate (originally a consolidated entity, it was reclassified as an affiliated company starting from November 2024) |
| Delta Asia System Co., Ltd. | Associate |
| Quanxin Logistics Co., Ltd. | Subsidiary of associate |
| Hampton Products International Corporation | Consolidated entity (reclassified as an affiliated company starting from August 2025, and subsequently became a |
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IM Axle Specialists
Shutterfly International Window Fashions Company Limited
Ms. Judy Lee
Mr. Tony Ho
Ms. Robin Ho
consolidated entity starting from November 2025)
Related party in substance
Related party in substance
Chairman of Test-Rite
Director of the Company
Director of the Company
a. Operating transactions
| Operating Revenue | ||
|---|---|---|
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 35,234 | $ 3,655 |
| Related party in substance | 3,254 | 368 |
| Associate | 697,873 | 64,805 |
| $ 736,361 | $ 68,828 | |
| Purchase | ||
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 18,788 | $ 34,926 |
| Related party in substance | 25,882 | 17,509 |
| Associate | 32,566 | 5,948 |
| $ 77,236 | $ 58,383 | |
| Labor Service Costs and Expenses | ||
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 2 | $ - |
| Related party in substance | 2,550 | 4,596 |
| Associate | 84,536 | 49,219 |
| Subsidiary of associate | 36,321 | 11,541 |
| $ 123,409 | $ 65,356 | |
| Other Income | ||
| For the Year Ended December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 33 | $ - |
| Associate | 2,838 | - |
| Subsidiary of associate | 12 | - |
| $ 2,883 | $ - |
At December 31, 2025 and 2024, the remaining balances were as follows:
| Contract Assets | ||
|---|---|---|
| December 31 | ||
| 2025 | 2024 | |
| Associate | $ 4,892 | $ - |
| Trade Receivables | ||
| December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 125 | $ 6 |
| Related party in substance | 30 | - |
| Associate | 69,675 | 17,448 |
| $ 69,830 | $ 17,454 | |
| Prepayments | ||
| December 31 | ||
| 2025 | 2024 | |
| Associate | $ 2,267 | $ - |
| Trade Payables | ||
| December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 13,479 | $ 14,948 |
| Related party in substance | 13,159 | 23,049 |
| Associate | 19,335 | 24,460 |
| $ 45,973 | $ 62,457 | |
| Other Payables | ||
| December 31 | ||
| 2025 | 2024 | |
| Entity controlled by key management personnel | $ 47 | $ 47 |
| Related party in substance | 100 | 731 |
| Associate | 8,420 | 6,508 |
| Subsidiary of associate | 5,003 | 3,626 |
| $ 13,570 | $ 10,912 | |
| Refundable Deposits | ||
| December 31 | ||
| 2025 | 2024 | |
| Tsai Wang Enterprise Company Limited | $ 66,994 | $ 125,000 |
| Entity controlled by key management personnel | 63,323 | 65,480 |
| $ 130,317 | $ 190,480 |
The transaction conditions of related parties are almost the same as non-related parties.
Lease arrangements
| Line Item | Related Party Category/Name | For the Year Ended December 31 | |
|---|---|---|---|
| 2025 | 2024 | ||
| Acquisition of right-of-use assets | Tsai Wang Enterprise Company Limited | $ 944,015 | $ - |
| Saturn Intelligence (CA) Ltd. | 838,537 | - | |
| $ 1,782,552 | $ - | ||
| December 31 | |||
| Line Item | Related Party Category/Name | 2025 | 2024 |
| Lease liabilities | Tsai Wang Enterprise Company Limited | $ 584,041 | $ - |
| Saturn Intelligence (CA) Ltd. | 836,068 | 119,964 | |
| Entity controlled by key management personnel | 317,114 | 448,198 | |
| $ 1,737,223 | $ 568,162 | ||
| For the Year Ended December 31 | |||
| Related Party Category/Name | 2025 | 2024 | |
| Interest expense | |||
| Entity controlled by key management personnel | $ 30,779 | $ 47,115 | |
| Expenses relating | |||
| Related party in substance | $ 2,198 | $ 176 | |
| Entity controlled by key management personnel | 669 | 501 | |
| $ 2,867 | $ 677 |
The Group makes monthly lease payments to the above related parties, with amounts based on local market rates.
b. Endorsements or guarantees
Endorsements or guarantees that Test-Rite provided to subsidiaries were summarized in Table 2 to the consolidated financial statements.
The borrowing of the Company was guaranteed by related party by personal.
| Shor-term Borrowing | ||
|---|---|---|
| December 31 | ||
| 2025 | 2024 | |
| Chairman of Test-Rite (Ms. Judy Lee) | $ 1,237,417 | $ 727,170 |
| Director of the Company (Mr. Tony Ho) | 575,299 | 1,015,591 |
| Chairman of Test-Rite (Ms. Judy Lee) and Director of the Company (Ms. Robin Ho) | 120,000 | - |
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| Long-term Borrowing | ||
|---|---|---|
| December 31 | ||
| 2025 | 2024 | |
| Chairman of Test-Rite (Ms. Judy Lee) | $ 7,829,980 | $ 8,423,020 |
| Director of the Company (Mr. Tony Ho) | 787,898 | 882,249 |
| Short-term Bill Payable | ||
| December 31 | ||
| 2025 | 2024 | |
| Director of the Company (Mr. Tony Ho) | $ 162,851 | $ 319,184 |
| Director of the Company (Ms. Robin Ho) | 29,934 | - |
c. Compensation of key management personnel
For the years ended December 31, 2025 and 2024, the remunerations of directors and key executives were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 84,655 | $ 95,927 |
| Post-employment benefits | 1,410 | 1,537 |
| $ 86,065 | $ 97,464 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
31. PLEDGED ASSETS
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Restricted deposits (Note 6) | $ 24,148 | $ 20,054 |
| Time deposits (Notes 6 and 9) | 306,272 | 337,740 |
| Trade receivables (Notes 4, 10 and 30) | 506,680 | - |
| Inventories (Notes 4, 11) | 238,252 | - |
| Property, plant and equipment (Notes 13 and 17) | 1,471,138 | 1,519,848 |
| Investment properties (Notes 15 and 17) | 63,651 | 67,141 |
| $ 2,610,141 | $ 1,944,783 |
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32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Letter of Credit
The Group’s outstanding letters of credit not reflected in the accompanying consolidated financial statements as of December 31, 2025 and 2024 were US$314 thousand and US$93 thousand, respectively.
The Group’s outstanding letter of credit not reflected in the accompanying consolidated financial statements as of December 31, 2025 and 2024 were EUR41 thousand and EUR20 thousand, respectively.
Endorsements/Guarantees Provided
As of December 31, 2025 and 2024, the Group had import duty relief on temporary admission, coupon execution guarantee and CPC Corporation guarantee rendered by banks of approximately $258,338 thousand and $292,470 thousand, respectively.
33. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
In line with the initial public offering plan of its subsidiary, Chung Cin Enterprise Co., Ltd., the Company resolved at a meeting of the Board of Directors to proceed with a share divestment plan on March 11, 2026.
34. EXCHANGE RATES FOR FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The information of significant foreign-currency financial assets and liabilities as of December 31, 2025 and 2024 was summarized as follows:
(Unit: Foreign Currencies/New Taiwan Dollars in Thousands)
| December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Foreign Currency | Exchange Rate | New Taiwan Dollar | Foreign Currency | Exchange Rate | New Taiwan Dollar | |
| Financial assets | ||||||
| Monetary items USD | $ 83,395 | 31.428 | $ 2,620,938 | $ 129,616 | 32.717 | $ 4,240,647 |
| Financial liabilities | ||||||
| Monetary items USD | 183,493 | 31.428 | 5,766,818 | 212,423 | 32.717 | 6,949,843 |
For the years ended December 31, 2025 and 2024, realized and unrealized net foreign exchange gains (losses), refer to Note 21 to the consolidated financial statement. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.
35. SEPARATELY DISCLOSED ITEMS
a. Information about significant transactions and:
1) Financing provided to others (Table 1)
2) Endorsements/guarantees provided (Table 2)
3) Significant marketable securities held (excluding investments in subsidiaries, associates and joint controlled entities) (None)
4) Total purchases from or sales to related parties amounting to at least $100 million or 20% of the paid-in capital (Table 3)
5) Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital (Table 4)
6) Intercompany relationships and significant intercompany transactions (Table 5)
b. Investees and information about reinvestment:
1) Financing provided to others (Table 7)
2) Endorsements/guarantees provided (Table 8)
3) Significant marketable securities held (None)
4) Total purchases from or sales to related parties amounting to at least $100 million or 20% of the paid-in capital (None)
5) Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital (None)
6) Information on investees (Table 6)
c. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 9)
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 9)
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36. OPERATING SEGMENT FINANCIAL INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group's reportable segments under IFRS 8 "Operating Segments" were as follows:
Segment Revenue and Results
The analysis of the Group revenue and results from continuing operations by reportable segment were as follows:
| 2025 | |||||
|---|---|---|---|---|---|
| Retail Segment | Trading Segment | Construction Segment | Adjustment and Elimination | Total | |
| Operating revenue (Loss) profit from operations | $ 12,231,284 | $ 18,325,345 | $ 3,548,826 | $ (483,654) | $ 33,621,801 |
| $ (151,448) | $ 229,264 | $ 133,010 | $ (27,948) | $ 162,878 | |
| 2024 | |||||
| Retail Segment | Trading Segment | Construction Segment | Adjustment and Elimination | Total | |
| Operating revenue (Loss) profit from operations | $ 13,733,375 | $ 20,082,273 | $ 3,858,110 | $ (841,709) | $ 36,832,049 |
| $ (274,023) | $ 498,146 | $ 381,687 | $ 18,807 | $ 624,617 |
All intercompany transactions have been eliminated upon consolidation for the years ended December 31, 2025 and 2024.
Geographical Information
The Group operates in two principal geographical areas - Asia and America.
The Group's revenue from continuing operations from external customers and information on its non-current assets by geographical location were detailed below:
| Revenue from External Customers | Non-current Assets | |||
|---|---|---|---|---|
| For the Year Ended December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Asia | $ 15,644,595 | $ 17,191,256 | $ 14,562,320 | $ 13,995,792 |
| America | 17,119,302 | 18,763,547 | 2,158,685 | 576,761 |
| Europe | 817,032 | 708,882 | 253,130 | 262,550 |
| Australia and others | 40,872 | 168,364 | 871 | 875 |
| $ 33,621,801 | $ 36,832,049 | $ 16,975,006 | $ 14,835,978 |
Non-current assets excluded those classified as financial instruments, deferred pension cost and deferred income tax assets.
Major Customer
Single customers contributing 10% or more to the Group’s revenue were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Customer A | $ 5,559,232 | $ 5,765,336 |
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TABLE 1
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No (Note 1) | Lender | Borrower | Financial Statement Account | Related Party | Highest Balance for the Period (Note 3) | Ending Balance (Note 2) | Actual Amount Borrowed (Note 2) | Interest Rate (%) | Nature of Financing (Note 4) | Business Transaction Amount (Note 5) | Reasons for Short-term Financing | Allowance for Impairment Loss | Collateral | Financing Limit for Each Borrower | Aggregate Financing Limit | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Test-Rite International Co., Ltd. | Test-Rite Products Corp. | Other receivables - related party | Y | $ 661,940 (US$ 20,000,000) | $ 377,136 (US$ 12,000,000) | $ - (US$ -) | 2.16 | b | $ - | Business operation | $ - | - | $ - | $ 1,397,297 (Note 6) | $ 2,794,595 (Note 7) |
| HOLA Furnishing Co., Ltd. | Other receivables - related party | Y | 1,350,000 | 1,150,000 | 875,000 | 2.15-2.16 | b | - | Business operation | - | - | - | 1,397,297 (Note 6) | 2,794,595 (Note 7) | ||
| Testrite Brand Agency Co., Ltd. | Other receivables - related party | Y | 72,000 | - | - | 2.15 | b | - | Business operation | - | - | - | 1,397,297 (Note 6) | 2,794,595 (Note 7) | ||
| Hoi Living International Co., Ltd. | Other receivables - related party | Y | 216,000 | 93,000 | - | 2.15-2.16 | b | - | Business operation | - | - | - | 1,397,297 (Note 6) | 2,794,595 (Note 7) |
Note 1: This refers to the investee company.
Note 2: The exchange rate for the year ended December 31, 2025 was USD/NTD = 31.428.
Note 3: The highest monthly balance of funds financed to others as of December 31, 2025 is calculated based on the current month's exchange rate.
Note 4: Nature of financing:
a. Business contacts.
b. Short-term financing is needed.
Note 5: If the nature of financing was business transaction, the amount of business transactions is filled in. The amount of business transaction refers to the amount of transaction between the lender and the borrower in the most recent year.
Note 6: This is 20% of the lender's shareholders' equity.
Note 7: This is 40% of the lender's shareholders' equity.
TABLE 2
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Endorser/Guarantor | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 4) | Maximum Amount Endorsed/ Guaranteed During the Period (Note 5) | Outstanding Endorsement/ Guarantee at the End of the Period (Note 3) | Actual Amount Borrowed (Note 3) | Amount Endorsed/ Guaranteed by Collateral | Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) | Aggregate Endorsement/ Guarantee Limit (Note 2) | Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries | Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent | Endorsement/ Guarantee Given on Behalf of Companies in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 4) | ||||||||||||
| 0 | Test-Rite International Co., Ltd. | Test-Rite Products Corp. | b | $ 3,493,244 | $ 1,005,696 (US$ 32,000,000) | $ 1,005,696 (US$ 32,000,000) | $ - (US$ -) | $ - | 14.39 | $ 6,986,487 | Yes | No | No |
| TEST RITE tepro GmbH | b | 3,493,244 | 553,320 (EUR 15,000,000) | 553,320 (EUR 15,000,000) | 313,548 (EUR 8,500,000) | - | 7.92 | 6,986,487 | Yes | No | No | ||
| Test-Rite Business Development | b | 3,493,244 | 246,609 (RMB 55,000,000) | 246,609 (RMB 55,000,000) | 134,001 (RMB 29,885,600) | - | 3.53 | 6,986,487 | Yes | No | Yes | ||
| Test-Rite Pte Ltd. | b | 3,493,244 | 66,194 (US$ 2,000,000) | 62,856 (US$ 2,000,000) | - (US$ -) | - | 0.90 | 6,986,487 | Yes | No | No | ||
| HOLA Furnishing Co., Ltd. | b | 3,493,244 | 8,553 | 8,553 | 5,733 | - | 0.12 | 6,986,487 | Yes | No | No |
Note 1: This refers to the Company.
Note 2: 100.00% of the Company's shareholders' equity.
Note 3: The exchange rates for the year ended December 31, 2025 were USD/NTD = 31.428, EUR/NTD = 36.888, RMB/NTD = 4.4838.
Note 4: Endorsee/guarantee:
a. Company with business relationship. (limit is 35% of shareholders' equity)
b. Companies directly or indirectly holding more than 50% of the voting shares. (limit is 50% of shareholders' equity)
c. Company that directly or indirectly holds more than 50% of the voting shares.
Note 5: Calculated in the current exchange rate.
TABLE 3
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/Trade Receivable (Payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales | Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | ||||
| Test-Rite International Co., Ltd. | Test-Rite PRTDUCTS CORP. | Subsidiary of Test-Rite International (U.S.) Co., Ltd. | Sales | $ (2,962,794) | (20) | T/T 180 days to 360 days. | - | - | $ 2,931,469 | 49 | |
| Homezone Int'l Corp. (U.S.A.) | Subsidiary of Test-Rite PRTDUCTS CORP. | Sales | (453,758) | (3) | T/T 180 days to 360 days. | - | - | 434,687 | 7 | ||
| International Art Enterprise Co., Ltd. | Subsidiary of Test-Rite International Co., Ltd. | Sales | (215,136) | (1) | T/T 180 days. | - | - | 44,454 | 1 | ||
| Test-Rite tepro GmbH | Subsidiary of Test-Rite Development GmbH. | Sales | (122,802) | (1) | T/T 90 days to 120 days. | - | - | 69,720 | 1 | ||
| Hampton Products Intl. Corp. | Subsidiary of Test-Rite International Co., Ltd. and Test-Rite Products Corp. | Sales | (790,757) | (5) | T/T 90 days. | - | - | 323,221 | 5 | ||
| Test Pro Development Co., Ltd. | Test Cin M&E Engineering Co., Ltd. | Subsidiary of Chung Cin Enterprise Co., Ltd. | Sales | (165,986) | (23) | T/T 60 days. | - | - | 14,378 | 6 |
TABLE 4
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Amount Received in Subsequent Period | Allowance for Impairment Loss | ||
|---|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | ||||||||
| Test-Rite International Co., Ltd. | Test-Rite Products Corp. | Subsidiary of Test-Rite International (U.S.) Co., Ltd. | Trade receivables | $ 2,931,469 | 1.0 | $ - | - | $ 704,234 | $ - |
| Other receivables | 65,778 | - | - | - | - | - | |||
| Homezone Int'l Corp (U.S.A.) | Subsidiary of Test-Rite Products Corp. | Trade receivables | 434,687 | 1.0 | - | - | 154,990 | - | |
| Other receivables | 50 | - | - | - | - | - | |||
| Hampton Products Intl. Corp. | Subsidiary of Test-Rite International Co., Ltd. and Test-Rite Products Corp. | Trade receivables | 323,221 | 4.5 | 1,073 | Collection recoveries | 296,859 | - | |
| Other receivables | 15,953 | ||||||||
| Test-Rite PRODUCTS CORP. | Hampton Products Intl. Corp. | Subsidiary of Test-Rite International Co., Ltd. and Test-Rite Products Corp. | Other receivables | 141,936 | - | - | - | - | - |
| Test-Rite Home Service Co., Ltd. | Test-Rite Retail Co., Ltd. | Subsidiary of Test-Rite Retail Co., Ltd. | Trade receivables | 157,873 | 2.7 | 847 | Collection recoveries | 157,390 | - |
| Test-Rite Business Development | Test-Rite International Co., Ltd. | Test-Rite International Co., Ltd. indirectly owned second-tier subsidiary | Trade receivables | 209,190 | 4.0 | - | - | 126,577 | - |
TABLE 5
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(Amounts in Thousands of New Taiwan Dollars)
| No. | Investee Company | Counterparty | Relationship | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount | Payment Terms | % of Total Sales or Assets | ||||
| 0 | For the year ended December 31, 2025 | ||||||
| Test-Rite International Co., Ltd. | Test-Rite International (U.S.) Co., Ltd. | Parent company to subsidiary | Sales | $ 3,416,552 | Collection terms are within 180 to 360 days. | 10 | |
| Test-Rite International (U.S.) Co., Ltd. | Parent company to subsidiary | Trade receivables | 3,366,156 | Collection terms are within 180 to 360 days. | 9 | ||
| Test-Rite Development GmbH | Parent company to subsidiary | Sales | 122,802 | Collection terms are within 90 to 120 days. | - | ||
| Test-Rite Development GmbH | Parent company to subsidiary | Trade receivables | 69,720 | Collection terms are within 90 to 120 days. | - | ||
| International Art Enterprise Co., Ltd. | Parent company to subsidiary | Sales | 215,136 | Collection terms are within 90 days. | 1 | ||
| International Art Enterprise Co., Ltd. | Parent company to subsidiary | Trade receivables | 44,454 | Collection terms are within 90 days. | - | ||
| Hampton Products Intl. Corp. | Parent company to subsidiary | Sales | 203,128 | Collection terms are within 90 days. | 1 | ||
| Hampton Products Intl. Corp. | Parent company to subsidiary | Trade receivables | 323,221 | Collection terms are within 90 days. | 1 | ||
| 1 | Test-Rite Business Development | Test-Rite International Co., Ltd. | Second-tier subsidiary to parent company | Sales | 637,602 | No significant difference with third parties | 2 |
| Test-Rite International Co., Ltd. | Second-tier subsidiary to parent company | Trade receivables | 209,190 | No significant difference with third parties | 1 | ||
| 2 | Test-Rite Home Service Co., Ltd. | Test-Rite Retail Co., Ltd. | Subsidiary to subsidiary | Sales | 393,760 | No significant difference with third parties | 1 |
| Test-Rite Retail Co., Ltd. | Subsidiary to subsidiary | Trade receivables | 157,873 | No significant difference with third parties | - | ||
| 3 | Test Pro Development Co., Ltd. | Test Cin M&E Engineering Co., Ltd. | Subsidiary to subsidiary | Sales | 165,986 | No significant difference with third parties | - |
| Test Cin M&E Engineering Co., Ltd. | Subsidiary to subsidiary | Trade receivables | 14,378 | No significant difference with third parties | - |
Note1: Test-Rite International (U.S.) Co., Ltd. including Test-Rite Products Corp. and Homezone Int'l Corp (U.S.A.).
Note2: Test-Rite Development GmbH including Test-Rite Development GmbH and TEST RITE tepro GmbH.
TABLE 6
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investor Company | Location | Main Businesses and Products | Original Investment Amount | As of December 31, 2025 | Net Income (Loss) of the Investor | Share of Profit (Loss) | Note |
|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Number of Shares | % | Carrying Amount | ||||
| Test-Rite International Co., Ltd. | Fortune Miles Trading Inc. | Portcullis Chambers, P.O. Box 1225, Apia, Samoa | Investment holding | $ 941 | $ 941 | 30,000 | 100.00 | $ 696 |
| Test-Rite Retailing Co., Ltd. | Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands | Investment holding | US$ 30,000 | US$ 30,000 | ||||
| Test-Rite Trading Co., Ltd. | Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands | Investment holding | 5,314,666 | 5,314,666 | 146,965,000 | 100.00 | 500,619 | (16,599) |
| Test-Rite Trading Co., Ltd. | Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands | Investment holding | 2,606,404 | 2,606,404 | 85,835,294 | 100.00 | 1,083,554 | (33,545) |
| Upmaster International Co., Ltd. | Vietta Corporate Services Centre, Wickhams Cay II, Road Town, Turtula, VG1110, British Virgin Islands | Investment holding | 311,736 | 311,736 | 6,400,000 | 100.00 | 106,166 | 8,318 |
| Test-Rite Pte Ltd. | 260 Orchard Road, #12-08 The Heeren Singapore 238855 | International trade | 39,748 | 39,748 | 2,100,000 | 100.00 | 77,469 | 2,502 |
| Test-Rite Products (Hong Kong) Limited | 7F, NEW BRIGHT BUILDING, 11 SHEUNG YUET ROAD, KOWLOON BAY, KOWLOON, HONG KONG | International trade | 4,222 | 4,222 | 9,999 | 100.00 | 49,572 | 102 |
| Test-Rite Intl. (Australia) Pty. Limited | Unit 11/38 Solent Circuit Norwest 2153 | International trade | 114,453 | 114,453 | 3,530,000 | 100.00 | 13,182 | (278) |
| Test Rite Int'l. (Canada) Ltd. | 431 Alden Road, Unit 3, Markham, Ontario L3R 3L4, Canada | International trade | 51,483 | 51,483 | 100 | 100.00 | 271 | (66) |
| TEST-RITE (UK) LTD. | Wen Partners LLP, Connect House, 133-137 Alexandra Road, London, England, SW19 7JY | International trade | CAN 1,025,000 | CAN 1,025,000 | 775,930 | 100.00 | 12,250 | (21,366) |
| Test-Rite Development GmbH | MERKURRING 82 22143 HAMBURG, GERMANY | Investment holding | 1,087,772 | 1,087,772 | 9,670,000 | 100.00 | 490,385 | (133,212) |
| Lucky Rite Company Ltd. | Lor BB2, D6 Road, Dat Do I Industrial Park, Phase Long Tho Commune, Dat Do District, Ba Ria - Vang Tau Province, Vietnam | Tally packing and real estate leasing | EU 28,350,002 | EU 28,350,002 | 121,132 | - | 100.00 | 114,789 |
| Test-Rite International (U.S.) Co., Ltd. | 2711 Centerville Rd Ste 400, Wilmington, New Castle, State of Delaware | Investment holding | 2,361,038 | 2,361,038 | 7,635 | 94.40 | 1,425,217 | 148,540 |
| Lih Chiou Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Various business investments | 3,011,137 | 3,011,137 | 302,254,000 | 100.00 | 3,655,946 | 132,735 |
| Lih Teh International Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Various business investments | 63,290 | 63,290 | 2,500,000 | 100.00 | 102,899 | 3,791 |
| B&S Link Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Information processing service | 22,994 | 22,994 | 2,300,000 | 100.00 | 25,909 | 1,444 |
| Fasion International Distribution Inc. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | International trade | 73,785 | 5,585 | 7,819,838 | 100.00 | 86,302 | (398) |
| ChangCin Enterprise Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Construction management, buying and selling of machinery, hardware and commodities | 665,810 | 665,810 | 57,291,330 | 91.67 | 1,255,948 | 110,887 |
| International Art Enterprise Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Department store household goods trading | 122,609 | 107,109 | 2,550,000 | 100.00 | 98,997 | (55) |
| Test-Rite Retail Co., Ltd. | 1,2,5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Sales of home renovation products and services | 169,000 | 175,000 | 16,899,999 | 17.60 | 528,278 | 211,186 |
| HOLA Furnishing CO., LTD. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Sale of furniture, bedclothes, kitchen equipment and fixtures | 408,291 | 408,291 | 40,877,619 | 51.06 | 13,479 | (399,770) |
| Testrite Brand Agency Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Sale of furniture, bedclothes, kitchen equipment and fixtures | 480,198 | 480,198 | 47,122,800 | 100.00 | 336,230 | (85,956) |
| Hoi Living International CO., LTD. | 5F, No. 23, Xinhu 3rd Rd., Neihu District, Taipei City, Taiwan (R.O.C.) | Sale of furniture, bedclothes, kitchen equipment and fixtures | 67,802 | 50,802 | 6,758,299 | 100.00 | 100,935 | 31,401 |
| Test-Rite International Co., Ltd. and Test-Rite Products Corp. | Hampton Products International Corporation | 50 ICON FOOTHILL RANCH, CA 92610. | Import, manufacturing, and wholesale of hardware and locks | 815,781 | - | 1,298,121 | 33.27 | 892,983 |
| Upmaster International Co., Ltd. | Test-Rite International (U.S.) Co., Ltd. | 2711 Centerville Rd Ste 400, Wilmington, New Castle, State of Delaware | Investment holding | 135,572 | 135,572 | 453 | 5.60 | 106,163 |
| Lih Chiou Co., Ltd. | Test-Rite Retail Co., Ltd. | 1,2,5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Sales of home renovation products and services | 4,480,542 | 4,480,542 | 52,500,001 | 54.69 | 3,573,687 |
(Continued)
| Investor Company | Investor Company | Location | Main Businesses and Products | Original Investment Amount | As of December 31, 2025 | Net Income (Loss) of the Investor | Share of Profit (Loss) | Note | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Number of Shares | % | Carrying Amount | ||||||||
| International Art Enterprise Co., Ltd. | Test-Rite India Private Limited | Unitech Cyber Park, Tower B, Unitech World, Khansha Road, Gurgaon, Gurgaon - 122001, Haryana | Trading business | $ 120,646 | $ - | 33,600,000 | 100.00 | $ 117,282 | $ (16) | $ (16) | ||
| ChangCin Enterprise Co., Ltd. | Tony Construction Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Architecture and civil engineering | 361,000 | 361,000 | 36,100,000 | 95.00 | 520,106 | 55,660 | 53,735 | ||
| Test Cin M&E Engineering Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Mechanical and electrical engineering | 136,610 | 136,610 | 11,145,000 | 95.26 | 196,816 | 39,610 | 37,933 | |||
| Chang Cin Interior Design Construction Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Interior decoration industry | 48,720 | 48,720 | 3,240,000 | 90.00 | 65,763 | 12,443 | 11,267 | |||
| VIET HAN CO., LTD. | Vietnam | Import and export trade | 120,643 | 120,643 | - | 100.00 | 69,917 | (11,749) | (11,749) | |||
| U-ME Enterprise Co., Ltd. | 1F, No. 7, Ln. 64, Zhengcheng N. Rd., Sancheng Dist., New Taipei City, Taiwan (R.O.C.) | Cleaning services and landscape design | 125$ 4,000,000 | 125$ 4,000,000 | - | 100.00 | 46,348 | 3,220 | 1,169 | |||
| Test-On Lighting Technology Co., Ltd. | No. 43, Guetai Rd., Zhunan Township, Miaoli County | Appliance wholesale | 14,400 | 14,400 | 1,440,000 | 48.00 | 11,876 | (299) | (142) | |||
| Test Cin International Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Building materials wholesale | 13,770 | 8,670 | 1,377,000 | 51.00 | 21,164 | 11,583 | 5,907 | |||
| Le-Joy Innovation Co., Ltd. | No. 89, Minshan St., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Apartment building management services | 67,140 | 67,140 | 6,204,000 | 56.40 | 62,658 | (14,463) | (8,157) | |||
| Test King Industrial Co., Ltd. | 1F, No. 89, Minshan St., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Mold rental industry | 11,970 | 10,500 | 1,197,000 | 70.00 | 8,056 | (5,891) | (4,123) | |||
| CHUNG CIN ENTERPRISE (U.S.) CORP. | 1900 Burgundy Ontario California 91761, United States | Investment holding | 27,864 | 27,864 | 1,000,000 | 100.00 | 29,397 | (681) | (681) | |||
| Zennikin Co., Ltd. | 5 Chome-1-15 Minami 9 Junishi, Chuo Ward, Sapporo, Hokkaido, Japan | Import and export trade | 78,152 | 78,152 | 9,671 | 36,000 | 100.00 | 69,163 | 24 | 24 | ||
| JPY 360,000,000 | JPY 45,000,000 | |||||||||||
| Le-Joy Innovation Co., Ltd. | Test Pro Development Co., Ltd | No. 89, Minshan St., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Hardware wholesale and retail | 84,420 | 63,000 | 8,442,000 | 67.00 | 32,330 | (40,012) | (26,982) | ||
| Delta Asia System Co., Ltd | 2F, No. 8, Lane 491, Sec. 2, Zhengshan Rd., Banqiao Dist., New Taipei City, Taiwan (R.O.C.) | Electrical cable installation project | 18,000 | 18,000 | 600,000 | 30.00 | 25,853 | 13,745 | 4,123 | |||
| Test-Rite Retail Co., Ltd. | Test-Rite Home Service Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Interior decoration industry | 86,000 | 86,000 | 8,600,000 | 100.00 | 161,514 | 46,266 | 46,266 | ||
| HOLA Furnishing CO., LTD. | Zhenghe Food Co., Ltd. | No. 89, Minshan St., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Wholesale food | 2,233 | 2,233 | 350,000 | 35.00 | 2,227 | (132) | (46) | ||
| Testrite Brand Agency Co., Ltd | MENG & YUME INNOVATE PTE. LTD. | 1 Raffles Place, #20-01, One Raffles Place, Singapore 048616 | Digital marketing | 86,000 | 86,000 | 2,146,341 | 14.38 | 80,183 | (45,120) | (6,489) | ||
| B&S Link Co., Ltd. | Home Intelligence Co., Ltd. | 5F, No. 23, Xinhu 3rd Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.) | Other information supply services | - | 5,000 | - | - | - | 15 | 15 |
Note: For the information on investees in mainland China, refer to Table 9.
(Concluded)
TABLE 7
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS OF INVESTEE
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No (Note 1) | Lender | Borrower | Financial Statement Account | Related Party | Highest Balance for the Period (Note 3) | Ending Balance (Note 2) | Actual Amount Borrowed (Note 2) | Interest Rate (%) | Nature of Financing (Note 4) | Business Transaction Amount (Note 5) | Reasons for Short-term Financing | Allowance for Impairment Loss | Collateral | Financing Limit for Each Borrower | Aggregate Financing Limit | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 1 | Test Rite Development GmbH | TEST RITE tupro GmbH | Other receivables - related party | Y | $ 212,950 EUR 5,800,000 | $ 212,950 EUR 5,800,000 | $ 212,950 EUR 5,800,000 | 1.5 | b | $ - | Business operation | $ - | - | $ - | 980,769 (Note 8) | 980,769 (Note 8) |
| 2 | Energy Retailing Co., Ltd | Test-Rite Business Development | Other receivables - related party | Y | 180,501 RMB 41,000,000 | 192,836 RMB 41,000,000 | 170,384 RMB 38,000,000 | 3.1 | b | - | Business operation | - | - | - | 381,012 (Note 8) | 381,012 (Note 8) |
| 3 | Test-Rite Home Service Co., Ltd. | Hot Living International CO., LTD. Testrite Brand Agency Co., Ltd | Other receivables - related party Other receivables - related party | Y Y | 31,000 31,000 | - | - | - | b - | - | Business operation Business operation | - | - | - | 32,303 (Note 6) 32,303 (Note 6) | 64,005 (Note 7) 64,005 (Note 7) |
| 4 | Testrite Brand Agency Co., Ltd | Hot Living International CO., LTD. BOLA Furnishing CO., LTD. | Other receivables - related party Other receivables - related party | Y Y | 20,000 30,000 | - | - | - | 2.225 | b - | - | Business operation - | - | - | 66,555 (Note 6) 66,555 (Note 6) | 133,110 (Note 7) 133,110 (Note 7) |
| 5 | TEST RITE (CHINA) INVESTMENT CO., LTD. | Test-Rite Business Development | Other receivables - related party | Y | 423,311 RMB 98,000,000 | 404,698 RMB 68,000,000 | 297,276 RMB 66,300,000 | 3.1 | b | - | Business operation | - | - | - | 613,215 (Note 8) | 613,215 (Note 8) |
| 6 | Chang Cix Enterprise Co., Ltd. | PHOENIX INTERNATIONAL CO., LTD. Zonnikco CO., LTD. VIET HAN CO., LTD. | Other receivables - related party Other receivables - related party Other receivables - related party | Y Y Y | 135,046 US$ 3,500,000 JPY 200,000,000 JPY 28,285 US$ 900,000 | 105 3,500,000 JPY 28,285 US$ 900,000 | 4,25 JPY 28,285 US$ 900,000 | b - | - | Business operation Business operation JPY 283,010 (Note 6) 283,010 (Note 6) | - | - | - | - | 283,018 (Note 7) 283,018 (Note 7) 283,018 (Note 7) | 566,037 (Note 7) 566,037 (Note 7) |
| 7 | Lucky Rite Company Limited | Avida Company Limited Fortune Rite International Co., Ltd. | Other receivables - related party Other receivables - related party | Y Y Y | 10,757 US$ 325,000 993 US$ 30,000 | 10,214 US$ 325,000 943 US$ 30,000 | 5 325,000 943 US$ 30,000 | b - | - | Business operation Business operation | - | - | - | - | 229,579 (Note 8) 229,579 (Note 8) | 229,579 (Note 8) |
| 8 | B&S Link (Shanghai) Co., Ltd | Test-Rite Business Development | Other receivables - related party | Y | 86,650 RMB 19,000,000 | 40,354 RMB 9,000,000 | 40,354 RMB 9,000,000 | 3.1 | b | - | Business operation | - | - | - | 141,200 (Note 8) | 141,200 (Note 8) |
| 9 | Test Rite Retailing Limited | Test-Rite Intl. (Australia) Pty. Limited | Other receivables - related party | Y | 3,216 AUD 153,000 | 3,216 AUD 153,000 | 3,216 AUD 153,000 | 2.4.45 | b | - | Business operation | - | - | - | 620,621 (Note 8) | 620,621 (Note 8) |
| 10 | Test Rite (UK) Ltd. | Test Rite Product Corp. | Other receivables - related party | Y | 19,858 US$ 600,000 | - US$ 105 | - US$ 105 | - | b | - | Business operation | - | - | - | 24,500 (Note 8) | 24,500 (Note 8) |
| 11 | Energy Path International Co., Ltd. | Avida company Limited | Other receivables - related party | Y | 64,360 US$ 1,944,600 | 35,262 US$ 1,122,000 | 35,262 US$ 1,122,000 | 3 | b | - | Business operation | - | - | - | 206,830 (Note 8) | 206,830 (Note 8) |
| 12 | Lib China Co., Ltd. | Testrite Brand Agency Co., Ltd. Energy Path International Co., Ltd. | Other receivables - related party Other receivables - related party | Y Y Y | 50,000 35,163 | 36,000 - | 36,000 - | 3.119-3.244 | b | - | Business operation Business operation | - | - | - | 731,189 (Note 6) 731,189 (Note 6) | 1,462,378 (Note 7) 1,462,378 (Note 7) |
| 13 | Test Rite PTE Ltd. | Test-Rite Intl. (Australia) Pty. Limited Test Rite Product Corp. | Other receivables - related party Other receivables - related party | Y Y Y | 966 AUD 50,000 42,856 US$ 2,000,000 | 36,000 AUD 42,856 AUD 2,000,000 | - AUD 42,856 AUD 2,000,000 | b - | - | Business operation Business operation | - | - | - | - | 154,939 (Note 8) 154,939 (Note 8) | 154,939 (Note 8) 154,939 (Note 8) |
| 14 | International Art Enterprise Co., Ltd. | Testrite Brand Agency Co., Ltd. | Other receivables - related party | Y | 8,000 | 8,000 | 8,000 | 3.244 | b | - | Business operation | - | - | - | 8,040 (Note 6) | 18,079 (Note 7) |
Note 1: This refers to the in-vertex company.
Note 2: The exchange rates for the year ended December 31, 2025 were USD/NTD = 31.420; EUR/NTD = 36.888; RMB/NTD = 4.4838; AUD/NTD = 21.0188; JPY/NTD = 0.2009.
Note 3: The highest monthly balance of funds provided to others as of December 31, 2025 is calculated based on the current month's exchange rate.
Note 4: Nature of financing:
a. Business contacts.
b. Short-term financing is needed.
(Continued)
Note 5: If the nature of financing is business transaction, the amount of business transactions is filled in. The amount of business transaction refers to the amount of transaction between the lender and the borrower in the most recent year.
Note 6: This is 20% of the lender's shareholders' equity.
Note 7: This is 40% of the lender's shareholders' equity.
Note 8: This is 200% of the Company's shareholders' equity.
(Concluded)
- 80 -
TABLE 8
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED OF INVESTEE
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) | Endorser/Guarantor | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 4) | Maximum Amount Endorsed/ Guaranteed During the Period | Outstanding Endorsement/ Guarantee at the End of the Period | Actual Amount Borrowed | Amount Endorsed/ Guaranteed by Collateral | Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) | Aggregate Endorsement/ Guarantee Limit | Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries | Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent | Endorsement/ Guarantee Given on Behalf of Companies in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 4) | ||||||||||||
| 1 | Test-Rite Retail Co., Ltd. | Chung Cin Enterprise Co., Ltd. | a | $ 698,649 | $ 17,574 | $ - | $ - | $ - | - | $ 3,001,573 (Note 2) | - | - | - |
| 2 | Chung Cin Enterprise Co., Ltd. | Tony Construction Co., Ltd. | b | 778,300 | 750,000 | 500,000 | 411,770 | - | 35.33 | 1,415,091 (Note 3) | Yes | - | - |
| Test Cin M&E Engineering Co., Ltd. | b | 778,300 | 100,000 | 100,000 | 14,740 | - | 7.07 | 1,415,091 (Note 3) | Yes | - | - |
Note 1: Refers to the investee company.
Note 2: 100.00% of the shareholders' equity of Test-Rite Retail Co., Ltd.
Note 3: 100.00% of the shareholders' equity of Chung Cin Enterprise Co., Ltd.
Note 4: Endorsee/guarantee:
a. Directly or indirectly holds 90-100% of the voting shares by Test-Rite International Co., Ltd. (the limit is 10% of the shareholders' equity of Test-Rite International Co., Ltd.).
b. Directly or indirectly holds more than 50% of the voting shares (the limit is 55% of the shareholders' equity of Chung Cin Enterprise Co., Ltd.).
TABLE 9
TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA OF PROSPERITY DIELECTRICS CO., LTD.
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
- The names of investee companies in mainland China, their main businesses and products, total amount of paid-in capital, inward and outward, method of investment, remittance of funds, percentage of ownership in investment, investment gain or loss, carrying amount, and accumulated repatriation of Investment Income were as follows:
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2025 | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2025 | Net Income (Loss) of the Investee | % Ownership of Direct or Indirect Investment | Investment Gain (Loss) (Note 7) | Carrying Amount as of December 31, 2025 | Accumulated Repatriation of Investment Income as of December 31, 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| B&S Link (Shanghai) Co., Ltd. | R&D and design of computer and network technology | US$ 795,902 | Note 1 | $ 25,014 | ||||||||
| US$ 795,902 | $ - | $ - | $ 25,014 | |||||||||
| US$ 795,902 | $(40,900) | |||||||||||
| (Note 4) | 100.00 | $(40,900) | $ 70,600 | $ - | ||||||||
| TEST RITE (CHINA) INVESTMENT CO., LTD. | Investment industry | US$ 93,280,000 | ||||||||||
| (Note 5) | Note 2 | 2,309,958 | ||||||||||
| US$ 73,500,000 | - | - | 2,309,958 | |||||||||
| US$ 73,500,000 | (22,054) | |||||||||||
| (Note 4) | 100.00 | (22,054) | 306,608 | |||||||||
| Energy Retailing Co., Ltd. | Rental industry | US$ 17,000,000 | Note 2 | 534,276 | ||||||||
| US$ 17,000,000 | - | - | 534,276 | |||||||||
| US$ 17,000,000 | 5,433 | |||||||||||
| (Note 4) | 100.00 | 5,433 | 190,506 | - | ||||||||
| Test-Rite Business Development | Trade | US$ 71,000,000 | Note 3 | 2,231,388 | ||||||||
| US$ 71,000,000 | - | - | 2,231,388 | |||||||||
| US$ 71,000,000 | 8,149 | |||||||||||
| (Note 4) | 100.00 | 8,149 | 861,443 | - |
Note 1: Investment in mainland China companies through B&S Link Corporation (Cayman) established in a third region.
Note 2: Investment in mainland China companies through Test-Rite Retailing Co., Ltd. established in a third region.
Note 3: Investment in mainland China companies through Test-Rite Trading Co., Ltd. established in a third region.
Note 4: It is based on the financial statements of the investee company that have been audited.
Note 5: The amount of US$19,780,000 of paid-in capital was invested with shares in Light Up Shanghai Retailing Co., Ltd., Hola Shanghai Living Art Retailing Co., Ltd., Hola Hangzhou Retailing Co., Ltd. And Hola Beijing Retail & Trading Co., Ltd. through Test Rite (China) Investment Co.
Note 6: Relevant figures in this table involve foreign currency except for the investment gains and losses recognized in the current period (calculated in average exchange rate from January 1, 2025 to December 31, 2025), was calculated in the closing exchange rate on December 31, 2025.
- Investment quota for mainland China:
| Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2025 | Investment Amount Authorized by the Investment Commission, MOEA | Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA |
|---|---|---|
| NT$6,750,142 | ||
| US$214,781,158 | NT$7,248,276 | |
| US$230,631,158 | (Note 3) |
Note 1: The average exchange rate as of December 31, 2025 was USD/NTD = 31.428.
Note 2: The average exchange rate for the year ended December 31, 2025 was USD/NTD = 31.1867.
Note 3: The Company was approved as the operation headquarters by the Industrial Development Bureau, Ministry of Economic Affairs and is thus exempted from the related regulations of "Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China".