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TYCOONS — Audit Report / Information 2025
May 12, 2026
51949_rns_2026-05-12_f2058cd1-f6bd-4f13-ab93-df7b3ce5fe6f.pdf
Audit Report / Information
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TYCOONS GROUP ENTERPRISE CO., LTD.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
Address: No.79-1, Sinle St., Gangshan Dist., Kaohsiung City 820, Taiwan (R.O.C.)
Telephone: 886-7-621-2191
The reader is advised that these consolidated financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
Consolidated Financial Statements
Table of Contents
| Item | Page |
|---|---|
| 1. Cover | 1 |
| 2. Table of Contents | 2 |
| 3. Representation Letter | 2-1 |
| 4. Independent Auditors’ Report | 3~8 |
| 5. Consolidated Balance Sheets | 9~10 |
| 6. Consolidated Statements of Comprehensive Income | 11 |
| 7. Consolidated Statements of Changes in Equity | 12 |
| 8. Consolidated Statements of Cash Flows | 13 |
| 9. Notes to Consolidated Financial Statements | |
| (1) History and Organization | 14 |
| (2) Date and Procedures for Authorization of Financial Statements for Issue | 14 |
| (3) Newly Issued or Revised Standards and Interpretations | 14~18 |
| (4) Summary of Significant Accounting Policies | 19~45 |
| (5) Significant Accounting Judgements, Estimates and Assumptions | 45~46 |
| (6) Contents of Significant Accounts | 46~73 |
| (7) Related Party Transactions | 74~76 |
| (8) Assets Pledged as Collateral | 76 |
| (9) Significant Contingent and Unrecognized Commitments | 77 |
| (10) Losses due to Major Disaster | 77 |
| (11) Significant Subsequent Events | 77 |
| (12) Others | 78~86 |
| (13) Additional Disclosures | |
| A. Information at significant transactions | 86,90~93 |
| B. Information on investees | 87,94~95 |
| C. Information on investments in mainland China | 87,96 |
| (14) Segment Information | 87~89 |
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REPRESENTATION LETTER
The entities included in the consolidated financial statements as of December 31, 2025 and for the year then ended prepared under the International Financial Reporting Standards, No.10 are the same as the entities to be included in the combined financial statements of the Company, if any to be prepared, pursuant to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises (referred to as "Combined Financial Statements"). Also, the footnotes disclosed in the Consolidated Financial Statements have fully covered the required information in such Combined Financial Statements. Accordingly, the Company did not prepare any other set of Combined Financial Statements than the Consolidated Financial Statements.
Very truly yours,
TYCOONS GROUP ENTERPRISE CO., LTD.
Chairman: Huang, Wen-Song
President: Lu, Yan-Juan
Chief finance officer: Zhou, Bi-Wan
March 12, 2026
EY
Building a better working world
安永聯合會計師事務所
80052 高雄市中正三路2號17樓
17F, No. 2, Zhongzheng 3rd Road
Kaohsiung City, Taiwan, R.O.C.
Tel: 886 7 238 0011
Fax: 886 7 237 0198
www.ey.com/tw
Independent Auditors' Report
To TYCOONS GROUP ENTERPRISE CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of TYCOONS GROUP ENTERPRISE CO., LTD. (the "Company") and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of significant accounting policies (together "the consolidated financial statements").
In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of 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 Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 2025 consolidated financial statements. 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.
EY
Building a better working world
Inventory Valuation
As of December 31, 2025, the Company’s and its subsidiaries’ net inventories, sold wire rod and spheroidized wire, amounted to NT$3,296,316 thousand, representing 32% of the total consolidated assets, which is significant for the financial statements. Since the raw materials of inventories are significantly affected by the price of the international market and the speed of change of the respective industries. Evaluation involves management’s significant accounting estimation and judgement; Therefore, we considered this a key audit matter.
Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of inventories evaluation; evaluating and testing the internal controls established by management for inventory write-downs, including conducting walkthrough tests to verify the design and operational effectiveness of control points; obtaining and sampling the allowance for inventory write-down calculation reports to verify the accuracy of the net realizable value amounts adopted by management; reviewing original documents related to inventory movements to confirm the accuracy of aging classifications; analyzing market value information of inventory items, such as steel raw materials, to assess the reasonableness of obsolescence, evaluating the provision rate for slow-moving inventories, and recalculating the accuracy of the inventory write-down allowance; understanding the warehouse management process, reviewing the annual stocktaking plan, and participating in the annual physical inventory count to assess the effectiveness of management’s classification and control of slow-moving inventories. Please refer to Notes 5 and 6 to the Company’s consolidated financial statements.
Revenue Recognition
The Company and its subsidiaries primarily generate revenue from the sale of goods. Revenue is recognized upon the completion of sales and fulfillment of performance obligations in accordance with the terms of the contracts. Since the timing of fulfilling performance obligations varies depending on contractual agreements. Therefore, we considered this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the design and effectiveness of internal controls established by management for revenue recognition; conducting substantive tests by sampling sales revenue details, reviewing related transaction documents such as contracts, customer orders, and shipping documents, and verifying key contract or order terms to identify performance obligations, price allocation, and the timing of fulfillment, ensuring the accuracy of revenue recognition timing. Additionally, a sample of sales transactions within a specified period before and after the balance sheet date is selected and matched with relevant supporting documents to confirm the proper cut-off of revenue recognition. Analytical procedures are performed on the top ten customers of the current and prior periods to identify new transaction partners or patterns, and for newly added transaction partners, transaction verification tests are conducted to check supporting documents and confirm the appropriateness of revenue recognition timing. Please refer to Notes 4 and 6 to the Company’s consolidated financial statements.
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EY
Building a better working world
Other Matters - Making reference to the audits of component auditors
We did not audit the financial statements of certain consolidated subsidiaries of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements relative to these consolidated subsidiaries, was based solely on the reports of other auditors. The total assets of the subsidiaries amounted to NT$1,328,993 thousand and NT$1,238,439 thousand, respectively, representing 12.7% and 13.5% of total consolidated assets as of December 31, 2025 and December 31, 2024. And the total revenues of the subsidiaries amounted to NT$1,356,590 thousand, and NT$1,300,122 thousand, respectively, representing 14.5% and 16.2% of total consolidated revenues for the years ended December 31, 2025 and December 31, 2024.
We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein are based solely on the reports of other auditors. The subsidiaries, associates and joint ventures accounted for under the equity method amounted to NT$173,619 thousand and NT$177,173 thousand, respectively, both representing 2% of total consolidated assets as of December 31, 2025 and December 31, 2024. And the related share of profit from the subsidiaries, associates and joint ventures accounted for under the equity method amounted to NT$(53) thousand and NT$(158,884) thousand, representing 0% and 59% of the consolidated other comprehensive income for the year ended December 31, 2025 and December 31, 2024.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, Interpretations developed by the IFRIC or the former SIC as endorsed by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including Audit Committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
EY
Building a better working world
Auditor's 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 auditor's 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 auditing standards generally accepted in 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 internal control of the Company and its subsidiaries.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial
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EY
Building a better working world
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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.
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EY
Building a better working world
Other
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Chen, Cheng-Chu
Lee, Fang-Wen
Ernst & Young, Taiwan
March 12, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | December 31, 2025 | % | December 31, 2024 | % |
|---|---|---|---|---|---|
| Current assets | |||||
| Cash and cash equivalents | 4,6.(1) | $794,274 | 8 | $879,861 | 10 |
| Financial assets at fair value through profit or loss, current | 4,6.(2) | 8,220 | 0 | 11,450 | 0 |
| Notes receivable, net | 4,6.(5) | 40,126 | 0 | 106,970 | 1 |
| Accounts receivable, net | 4,6.(6) | 954,277 | 9 | 713,620 | 8 |
| Other receivables | 4,7 | 173,408 | 2 | 69,144 | 1 |
| Current tax assets | 4,6.(23) | 1,577 | 0 | 2,167 | 0 |
| Inventories | 4,6.(7) | 3,296,316 | 32 | 2,678,539 | 29 |
| Prepayments | 236,072 | 2 | 156,813 | 2 | |
| Other current assets | 29,396 | 0 | 33,812 | 0 | |
| Other current financial assets | 8 | 15,652 | 0 | 22,477 | 0 |
| Total current assets | 5,549,318 | 53 | 4,674,853 | 51 | |
| Non-current assets | |||||
| Financial assets at fair value through other comprehensive income, non-current | 4,6.(2) | 107,976 | 1 | 105,407 | 1 |
| Financial assets at amortized cost, non-current | 4,6.(4) | 71,135 | 1 | 82,771 | 1 |
| Investments accounted for using the equity method | 4,6.(8) | 173,619 | 2 | 177,173 | 2 |
| Property, plant and equipment | 4,6.(10),8 | 3,931,802 | 37 | 3,539,300 | 39 |
| Right-of-use assets | 4,6.(19) | 42,025 | 0 | 39,000 | 0 |
| Investment property | 4,6.(11) | 329,139 | 3 | 316,525 | 4 |
| Intangible assets | 4 | 29,427 | 0 | 16,895 | 0 |
| Deferred tax asset | 4,6.(23) | 56,057 | 1 | 22,079 | 0 |
| Refundable deposits | 4,343 | 0 | 5,452 | 0 | |
| Other non-current assets, other | 164,600 | 2 | 226,304 | 2 | |
| Total non-current assets | 4,910,123 | 47 | 4,530,906 | 49 | |
| Total Assets | $10,459,441 | 100 | $9,205,759 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | December 31, 2025 | % | December 31, 2024 | % |
|---|---|---|---|---|---|
| Current liabilities | |||||
| Short-term borrowings | 4,6.(12) | $2,119,551 | 20 | $1,565,281 | 18 |
| Financial liabilities at fair value through profit or loss, current | 4,6.(13) | 13,040 | 0 | - | - |
| Contract liabilities, current | 4,6.(17) | 73,684 | 1 | 110,144 | 1 |
| Notes payable | 105,120 | 1 | 87,111 | 1 | |
| Accounts payable | 7 | 273,548 | 3 | 220,971 | 2 |
| Other payables | 280,696 | 3 | 211,640 | 2 | |
| Current tax liabilities | 4,6.(23) | 2,382 | 0 | - | - |
| Lease liabilities, current | 4,6.(19) | 10,648 | 0 | 6,488 | 0 |
| Long-term loans payable due within one year | 4,6.(14) | 9,756 | 0 | 9,317 | 0 |
| Other current liabilities, other | 50,270 | 0 | 12,427 | 0 | |
| Total current liabilities | 2,938,695 | 28 | 2,223,379 | 24 | |
| Non-current liabilities | |||||
| Long-term borrowings | 4,6.(14) | 407,707 | 4 | 205,274 | 3 |
| Deferred tax liabilities | 4,6.(23) | 54,141 | 0 | 37,200 | 0 |
| Lease liabilities, non-current | 4,6.(19) | 10,871 | 0 | 12,024 | 0 |
| Net defined benefit liabilities, non-current | 68,726 | 1 | 56,158 | 1 | |
| Guarantee deposits | 584 | 0 | 1,585 | 0 | |
| Other non-current liabilities | 3,367 | 0 | 2 | 0 | |
| Total non-current liabilities | 545,396 | 5 | 312,243 | 4 | |
| Total liabilities | 3,484,091 | 33 | 2,535,622 | 28 | |
| Equity attributable to the parent company | 6.(16) | ||||
| Share capital | |||||
| Common stock | 3,371,682 | 33 | 3,371,682 | 37 | |
| Capital surplus | 116,094 | 1 | 112,693 | 1 | |
| Retained earnings | |||||
| Legal reserve | 8,130 | 0 | 8,130 | 0 | |
| (Accumulated deficit) | (164,473) | (2) | (158,904) | (2) | |
| Total retained earnings | (156,343) | (2) | (150,774) | (2) | |
| Other components of equity | 102,603 | 1 | 43,029 | 0 | |
| Total equity attributable to the parent company | 3,434,036 | 33 | 3,376,630 | 36 | |
| Non-controlling interests | 3,541,314 | 34 | 3,293,507 | 36 | |
| Total equity | 6,975,350 | 67 | 6,670,137 | 72 | |
| Total liabilities and equity | $10,459,441 | 100 | $9,205,759 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Accounting | Notes | For the years ended December 31 | |||
|---|---|---|---|---|---|
| 2025 | % | 2024 | % | ||
| Operating revenues | 4,6.(17),7 | $9,341,621 | 100 | $8,003,810 | 100 |
| Operating costs | 4,6.(7)(20),7 | (8,406,771) | (90) | (7,340,970) | (92) |
| Gross profit | 934,850 | 10 | 662,840 | 8 | |
| Operating expenses | 6.(20),7 | ||||
| Sales and marketing expenses | (542,317) | (6) | (533,582) | (7) | |
| Administrative expenses | (291,297) | (3) | (290,711) | (4) | |
| Research and development expenses | (8,320) | (0) | (10,132) | (0) | |
| Gains on reversal of expected credit | 4,6.(18) | 851 | 0 | 1,415 | 0 |
| Total operating expense | (841,083) | (9) | (833,010) | (11) | |
| Operating income (loss) | 93,767 | 1 | (170,170) | (3) | |
| Non-operating income and (expenses) | 4,6.(21) | ||||
| Interest income | 6,125 | 0 | 8,144 | 0 | |
| Other income | 8,433 | 0 | 613 | 0 | |
| Other gains and (losses) | 91,212 | 1 | (28,913) | (0) | |
| Finance costs | (69,979) | (1) | (95,222) | (1) | |
| Share of profit (loss) of associates accounted for using the equity method | 4,6.(8) | 1,961 | 0 | (163,481) | (2) |
| Total non-operating income and expense | 37,752 | 0 | (278,859) | (3) | |
| Gain (loss) from continuing operations before income tax | 131,519 | 1 | (449,029) | (6) | |
| Income tax (benefit) expense | 4,6.(23) | (11,568) | (0) | (44,955) | (1) |
| Net income (loss) | 119,951 | 1 | (493,984) | (7) | |
| Other comprehensive income (loss) | 4,6.(22) | ||||
| Items that will not be reclassified to profit or loss | |||||
| Unrealized (losses) from investment in equity instruments measured at fair value through other comprehensive income | (10,089) | (0) | (517) | (0) | |
| Remeasurements of defined benefit plans for using the equity method | 546 | 0 | 662 | 0 | |
| Income tax benefit related to items that will not be reclassified subsequently to profit or loss | 652 | 0 | 32 | 0 | |
| Items that will be reclassified to profit or loss | |||||
| Exchange differences on translation of foreign financial statements, net after tax | 201,728 | 2 | 227,829 | 3 | |
| Income tax (expense) related to items that may be reclassified subsequently to profit or loss | (15,285) | (0) | (2,324) | (0) | |
| Total other comprehensive income, net of tax | 177,552 | 2 | 225,682 | 3 | |
| Total comprehensive income (loss) | $297,503 | 3 | ($268,302) | (4) | |
| Net income (loss) attributable to: | |||||
| (Loss), attributable to the parent company | ($6,115) | (0) | ($165,301) | (2) | |
| Profit (loss), attributable to non-controlling interests | 126,066 | 1 | (328,683) | (4) | |
| $119,951 | 1 | ($493,984) | (6) | ||
| Comprehensive income (loss) attributable to: | |||||
| Comprehensive income (loss), attributable to the parent company | $54,005 | 1 | ($155,695) | (2) | |
| Comprehensive income (loss), attributable to non-controlling interests | 243,498 | 2 | (112,607) | (2) | |
| $297,503 | 3 | ($268,302) | (4) | ||
| (Loss) earnings per share (NTD) | 6.(24) | ||||
| (Loss)earnings per share - Basic | ($0.02) | ($0.49) | |||
| (Loss)earnings per share - Diluted | ($0.02) | ($0.49) |
The accompanying notes are an integral part of the consolidated financial statements.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Accounting | Equity attributable to the parent company | Non-controlling interests | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Retained earnings | Other components of equity | Total | ||||||
| Legal reserve | Undistributed earnings (Accumulated deficit) | Exchange differences on translation of foreign financial statements | Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | Equity directly related to non-current assets held for sale | ||||||
| Balance as of January 1, 2024 | $3,371,682 | $129,054 | $- | $81,298 | $63,281 | $87 | ($29,283) | $3,616,119 | $3,288,644 | $6,904,763 |
| Legal reserve | - | - | 8,130 | (8,130) | - | - | - | - | - | - |
| Cash dividends | - | - | - | (67,433) | - | - | - | (67,433) | - | (67,433) |
| Net (loss) in 2024 | - | - | - | (165,301) | - | - | - | (165,301) | (328,683) | (493,984) |
| Other comprehensive income (loss) in 2024 | - | - | - | 662 | (19,944) | (395) | 29,283 | 9,606 | 216,076 | 225,682 |
| Total comprehensive income (loss) | - | - | - | (164,639) | (19,944) | (395) | 29,283 | (155,695) | (112,607) | (268,302) |
| The differences between the fair value of the consideration paid or received from acquiring or disposing of subsidiaries and the carrying amounts of subsidiaries | - | (16,361) | - | - | - | - | - | (16,361) | 20,155 | 3,794 |
| Change in non-controlling interests | - | - | - | - | - | - | - | - | 97,315 | 97,315 |
| Balance as of December 31, 2024 | $3,371,682 | $112,693 | $8,130 | ($158,904) | $43,337 | ($308) | $- | $3,376,630 | $3,293,507 | $6,670,137 |
| Balance as of January 1, 2025 | $3,371,682 | $112,693 | $8,130 | $(158,904) | $43,337 | ($308) | $- | $3,376,630 | $3,293,507 | 6,670,137 |
| Net (loss) in 2025 | - | - | - | (6,115) | - | - | - | (6,115) | 126,066 | 119,951 |
| Other comprehensive income (loss) in 2025 | - | - | - | 546 | 61,607 | (2,033) | - | 60,120 | 117,432 | 177,552 |
| Total comprehensive income (loss) | - | - | - | (5,569) | 61,607 | (2,033) | - | 54,005 | 243,498 | 297,503 |
| The differences between the fair value of the consideration paid or received from acquiring or disposing of subsidiaries and the carrying amounts of subsidiaries | - | 3,401 | - | - | - | - | - | 3,401 | (59) | 3,342 |
| Change in non-controlling interests | - | - | - | - | - | - | - | - | 4,368 | 4,368 |
| Balance as of December 31, 2024 | $3,371,682 | $116,094 | $8,130 | ($164,473) | $104,944 | ($2,341) | $- | $3,434,036 | $3,541,314 | $6,975,350 |
The accompanying notes are an integral part of the consolidated financial statements.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Accounting | For the years ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit (Loss) before income tax from continuing operations | $131,519 | ($449,029) |
| Adjustments for: | ||
| Depreciation | 312,802 | 271,935 |
| Amortization | 4,710 | 3,185 |
| (Gains) on reversal expected credit | (851) | (1,415) |
| Net (gain) on financial assets and liabilities at fair value through profit or loss | (2,383) | (8,250) |
| Interest expense | 69,979 | 95,418 |
| Interest income | (6,125) | (8,144) |
| Dividend income | (66) | (613) |
| Share of (profit) loss of associates accounted for using the equity method | (1,961) | 163,481 |
| Loss on disposal of property, plant and equipment | 18,073 | 21,078 |
| Property, plant and equipment transferred to expenses | 15,015 | 10,353 |
| (Gains) on disposal of investments | - | (7,934) |
| Loss on impairment of financial assets | - | 156,458 |
| (Gain) on impairment of non-financial assets | (18,173) | (2,386) |
| Purchase of bargain gain | (8,325) | - |
| Subtotal | 382,695 | 693,166 |
| Changes in operating assets and liabilities: | ||
| Decrease in financial assets mandatorily measured at fair value through profit or loss | 18,653 | 1,173 |
| Decrease (Increase) in notes receivable | 66,844 | (70,266) |
| (Increase) in accounts receivable | (166,806) | (177,672) |
| (Increase) Decrease in accounts receivable - related parties | (33,640) | 15,406 |
| (Increase) Decrease in other receivables | (104,264) | 57,137 |
| (Increase) in inventories | (610,411) | (407,246) |
| (Increase) Decrease in prepayments | (79,259) | 2,645 |
| Decrease (Increase) in other current assets | 6,554 | (15,039) |
| (Decrease) in contract liabilities | (36,460) | (66,049) |
| Increase in accounts payable | 62,708 | 59,029 |
| Increase in other payables | 48,864 | 75,556 |
| Increase (Decrease) in other current liabilities | 33,874 | (23,855) |
| Increase in net defined benefit liabilities, non-current | 11,017 | 5,299 |
| Subtotal | (782,326) | (543,882) |
| Cash (used in) operations | (268,112) | (299,745) |
| Interest received | 6,125 | 8,144 |
| Interest paid | (69,715) | (95,222) |
| Income tax paid | (41,891) | (4,683) |
| Net cash (used in) operating activities | (373,593) | (391,506) |
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at amortized cost | 11,636 | (19,305) |
| Acquisition of investments accounted for using the equity method | - | 122 |
| Net cash flow from acquisition of subsidiaries | (25,535) | - |
| Disposal of holding shares in subsidiaries | - | 20,175 |
| Acquisition of property, plant and equipment | (486,456) | (500,662) |
| Disposal of property, plant and equipment | 16,724 | 1,372 |
| Increase (Decrease) in refundable deposits | 7,002 | (31) |
| Acquisition of intangible assets | (14,628) | (626) |
| Increase (Decrease) in other financial assets | 6,825 | (18,513) |
| (Increase) in other non-current assets | - | (108,919) |
| (Decrease) in prepayments for property, plant and equipment | (3) | - |
| Dividends received | 3,566 | 613 |
| Net cash (used in) investing activities | (480,869) | (625,774) |
| Cash flows from financing activities: | ||
| Increased in short-term borrowings | 5,945,687 | 4,936,758 |
| Decreased in short-term borrowings | (5,450,454) | (4,114,962) |
| Increase in long-term borrowings | 136,600 | - |
| Repayments of long-term borrowings | (44,459) | (9,323) |
| (Decrease) in guarantee deposits received | (968) | (6,562) |
| Payment of lease liabilities | (11,066) | (8,042) |
| Cash dividends paid | - | (67,433) |
| Change in non-controlling interests | 4,368 | 97,315 |
| Net cash provided by financing activities | 579,708 | 827,751 |
| Impact of exchange differences on cash and cash equivalents | 189,167 | (75,222) |
| Net (decrease) in cash and cash equivalents | (85,587) | (264,751) |
| Cash and cash equivalents at beginning of period | 879,861 | 1,144,612 |
| Cash and cash equivalents at end of period | $794,274 | $879,861 |
The accompanying notes are an integral part of the consolidated financial statements.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- HISTORY OF ORGANIZATION
Tycoons Group Enterprise Co., Ltd. (the “Company”) was incorporated under the Company Law in November, 1980. The address of its registered office and principal place of business is No. 79-1, Sinle St., Gangshan Dist., Kaohsiung City, Taiwan. The main business of the Company and its subsidiaries (the “Group”) is to produce, process, commerce, export screws, screw nuts, washer, steel thread, heat-processing of metal-blazed, mechanical parts, press-modeling machines as well as heat-processing equipment, and to manufacture, process and export various metal-models, general international trade business excluding futures transactions and investment. On March 27, 1995, the Company’s stocks were approved for listing on the Taiwan Stock Exchange.
- DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUER
The consolidated financial statements of the Company and its subsidiaries (“the Group”) for the years ended December 31, 2025 were authorized for issue by the Board of Directors on March 12, 2026.
- NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS
(1) Changes in accounting policies resulting from applying for the first-time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2025.
(2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which have been endorsed by FSC, and not yet adopted by the Group as at the date when the Group’s financial statements were authorized for issue, are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| A | IFRS 17 “Insurance Contracts” | 1 January 2023 |
| B | Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
| C | Annual Improvements to IFRS Accounting Standards – Volume 11 | 1 January 2026 |
| D | Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(a) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after 1 January 2023.
(b) Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
The amendments include:
(1) Clarify that a financial liability is derecognised on the settlement date and describe the accounting treatment for settlement of financial liabilities using an electronic payment system before the settlement date.
(2) Clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features.
(3) Clarify the treatment of non-recourse assets and contractually linked instruments.
(4) Require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(c) Annual Improvements to IFRS Accounting Standards – Volume 11
(1) Amendments to IFRS 1
(2) Amendments to IFRS 7
(3) Amendments to Guidance on implementing IFRS 7
(4) Amendments to IFRS 9
(5) Amendments to IFRS 10
(6) Amendments to IAS 7
(d) Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
The amendments include:
(1) Clarify the application of the ‘own-use’ requirements.
(2) Permit hedge accounting if these contracts are used as hedging instruments.
(3) Add new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows.
The abovementioned standards and amendments are applicable for annual periods beginning on or after 1 January 2026 and have no material impact on the Group.
(3) Standards or interpretations issued, revised or amended, by IASB which have not been endorsed by FSC, and not yet adopted by the Group as at the date when the Group’s financial statements were authorized for issue, are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| A | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures | To be determined by IASB |
| B | IFRS 18 “Presentation and Disclosure in Financial Statements” | 1 January 2027 (Note) |
| C | Disclosure Initiative – Subsidiaries without Public Accountability: Disclosures (IFRS 19) | 1 January 2027 |
| D | Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21 and IAS 29) | 1 January 2027 |
Note: On 25 September 2025, the FSC announced in a press release that Taiwan will adopt IFRS 18 in 2028.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(a) IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
(b) IFRS 18 “Presentation and Disclosure in Financial Statements”
IFRS 18 replaces IAS 1 Presentation of Financial Statements. The main changes are as below:
(1) Improved comparability in the statement of profit or loss (income statement)
IFRS 18 requires entities to classify all income and expenses within their statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. The first three categories are new, to improve the structure of the income statement, and requires all entities to provide new defined subtotals, including operating profit or loss. The improved structure and new subtotals will give investors a consistent starting point for analyzing entities’ performance and make it easier to compare entities.
(2) Enhanced transparency of management-defined performance measures
IFRS 18 requires entities to disclose explanations of those entity-specific measures that are related to the income statement, referred to as management-defined performance measures.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(3) Useful grouping of information in the financial statements
IFRS 18 sets out enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. The changes are expected to provide more detailed and useful information. IFRS 18 also requires entities to provide more transparency about operating expenses, helping investors to find and understand the information they need.
(c) Disclosure Initiative – Subsidiaries without Public Accountability: Disclosures (IFRS 19)
This new standard and its amendments permit subsidiaries without public accountability to provide reduced disclosures when applying IFRS Accounting Standards in their financial statements. IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it.
(d) Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21 and IAS 29)
The amendments include:
(1) Clarify that when the entity’s functional currency is that of a non-hyperinflationary economy but its presentation currency is the currency of a hyperinflationary economy, the entity shall translate its results and financial position using the closing rate at the date of the most recent statement of financial position.
(2) In the above circumstances, when the presentation currency ceases to be hyperinflationary economy, the entity shall not retranslate amounts that arose before the beginning of the reporting period.
(3) When the entity’s functional currency and presentation currency are the currency of a hyperinflationary economy, the entity shall apply the relevant accounting treatment in accordance with paragraph 34 of IAS 29.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. As the Group is still currently determining the potential impact of the new or amended standards and interpretations listed under (a) and (b), it is not practicable to estimate their impact on the Group at this point in time. The remaining new or amended standards and interpretations have no material impact on the Group.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Statement of compliance
The consolidated financial statements of the Group for the years ended December 31, 2025 and 2024 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and TIFRS as endorsed by FSC.
(2) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
(3) Basis of consolidation
Preparation principle of consolidated financial statement
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:
A. power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
B. exposure, or rights, to variable returns from its involvement with the investee, and
C. the ability to use its power over the investee to affect its returns
When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
A. the contractual arrangement with the other vote holders of the investee
B. rights arising from other contractual arrangements
C. the Company’s voting rights and potential voting rights
The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Group loses control of a subsidiary, it:
A. derecognizes the assets (including goodwill) and liabilities of the subsidiary;
B. derecognizes the carrying amount of any non-controlling interest;
C. recognizes the fair value of the consideration received;
D. recognizes the fair value of any investment retained;
E. reclassifies the parent's share of components previously recognized in other comprehensive income to profit or loss, or transfers directly to retained earnings if required by other IFRSs; and
F. recognizes any resulting differences in profit or loss.
The consolidated entities are listed as follows:
| Investor | Subsidiary | Main businesses | Percentage of ownership (%) | ||
|---|---|---|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | Note | |||
| The Company | Tycoons Group International Co.,Ltd. | Investing | — | — | 4 |
| The Company | Tycoons Worldwide Group (Thailand) Public Co.,Ltd. | Manufacturing industry | 31.58% | 31.58% | 1 |
| The Company | Tycoons Group (Samoa) Holding Ltd. | Investing | — | — | 4 |
| The Company | Green Engineering Holding Co.,Ltd. | Investing | 45% | 45% | 3 |
| The Company | Kingford International Ltd. | Investing | 100% | 100% | |
| The Company | Fastbolt International Pte. Ltd. | Investing | 49.41% | 49.41% | |
| Tycoons Group International Co., Ltd. | Vietticoons Steel Co., Ltd. | Manufacturing industry | — | — | 2 |
| Kingford International Ltd. | Huanghua Jujin Hardware Products Co., Ltd. | Manufacturing industry | 60% | 60% | |
| Huanghua Jujin Hardware Products Co., Ltd. | Ltd. | Trade | 100% | 100% |
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English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Investor | Subsidiary | Main businesses | Percentage of ownership (%) | ||
|---|---|---|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | Note | |||
| Tycoons Group (Samoa) | Tycoons Vietnam Co., Ltd. | Manufacturing industry | — | — | 2 |
| Holding Ltd. | |||||
| Tycoons Worldwide | KDB Co.,Ltd. | Invest in real estate projects | 44.99% | 44.99% | |
| Group (Thailand) Public Co., Ltd. | |||||
| Tycoons Worldwide | Fastbolt International Pte. Ltd. | Investing | 47.47% | 47.47% | |
| Group (Thailand) Public Co., Ltd. | |||||
| Tycoons Worldwide | Green Engineering Holding Co., Ltd. | Investing | 55% | 55% | 3 |
| Group (Thailand) Public Co., Ltd. | |||||
| Green Engineering | Siam Pc Products Co., Ltd. | Manufacturing industry | 60% | 60% | 3 |
| Holding Co., Ltd. | |||||
| Green Engineering | Saiyai Kaew Steelwire Co., Ltd | Manufacturing industry | 30% | — | 7 |
| Holding Co., Ltd. | |||||
| Siam Pc Products Co., Ltd. | Mega Import-Export Company Limited | Trade | 51% | 51% | 6 |
| Siam Pc Products Co., Ltd. | Saiyai Kaew Steelwire Co., Ltd | Manufacturing industry | 70% | — | 7 |
| Fastbolt International Pte. Ltd. | Fastbolt Group GmbH | Investing | 74.90% | 74.90% | |
| Fastbolt Group GmbH | Fastbolt Schraubengroßhandels GmbH | Trade | 100% | 100% | |
| Fastbolt Group GmbH | Fastbolt Distributors (UK) Ltd. | Trade | 100% | 100% | |
| Fastbolt Group GmbH | FB Ibérica Unipessoal Lda. | Trade | 100% | 100% | |
| Fastbolt Group GmbH | FQC Mechanical Technology Consultancy Co. Ltd | Trade | 50% | 50% | |
| Fastbolt Group GmbH | Fastbolt Trading (Shanghai) Co. Ltd. | Trade | 100% | 100% | |
| The Company | Ju Gu Construction Co., Ltd. | Asset Investment | 100% | 100% | 5 |
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Note 1: The Company holding.
Note 2: On March 13, 2024, the Company’s Board of Directors approved the Group sell 100% of Tycoons Group International Co., Ltd. and its Subsidiary, Viettycoons steel Co., Ltd., and Tycoons Group Samoa Holding Ltd. and its Subsidiary, Tycoons Vietnam Co., Ltd. Therefore, the assets and liabilities related to those companies have been reclassified as held for sale and presented as discontinued operations. And according to the IFRS5, the Group restated the consolidated statement of comprehensive income for the year ended December 31, 2023.
Note 3: This is a consolidated subsidiary acquired by Green Engineering Holding Co., Ltd. in the first quarter of 2024. Since the Group has the ability to govern significant activities of the acquired company, it is regarded as a subsidiary. The subsidiary has been included in the consolidated financial statements from the date the consolidated company obtained control.
Note 4: On March 13, 2024, the Company’s Board of Directors resolved to dispose of the 100% equity of Tycoons Group International Co., Ltd. and Tycoons Group (Samoa) Holding Ltd. The Group completed the transfer of equity in March 2024.
Note 5: The Company’s chairman resolved to establish Ju Gu Construction Co., Ltd. through cash capital increase, and the establishment was registered on August 21, 2024.
Note 6: On October 8, 2024, the shareholders’ meeting of the Company’s indirect subsidiary, Siam PC Products Company Limited, approved the acquisition of 5,100 ordinary shares of Mega Import-Export Company Limited at a purchase price of THB 400 per share. The total consideration of THB 2.04 million has been fully paid, resulting in the Group acquiring 51% of the registered share capital of Mega Import-Export Company Limited. Mega Import-Export Company Limited is principally engaged in the import and export of reinforcing steel bars, wire rods, steel plates, and steel products of various specifications.
Note 7: In October and November 2025, Green Engineering Holding Co., Ltd. and Siam PC Products Co., Ltd. jointly invested in Saiyai Kaew Steelwire Co., Ltd. by acquiring shares from the existing shareholders. Green Engineering Holding Co., Ltd. and Siam PC Products Co., Ltd. acquired 240,000 shares and 560,000 shares, respectively. The aggregate investment amount did not exceed THB 58 million, resulting in the acquisition of 30% and 70% of the registered share capital of Saiyai Kaew Steelwire Co., Ltd., respectively.
Among the subsidiaries included in the consolidated financial statements, the financial statements of certain subsidiaries were audited by other auditors rather than by the Company’s auditor. The total assets of these subsidiaries amounted to NT$1,328,993 thousand as of December 31, 2025, and their operating revenues amounted to NT$1,356,590 thousand for the year ended December 31, 2025.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(4) Foreign currency transactions
The Group’s consolidated financial statements are presented in New Taiwan Dollar, which is also the Group’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Foreign currency transactions are recorded in functional currencies converted using the exchange rate on the transaction date. At the end of each reporting period, foreign currency monetary items are converted at the closing exchange rate on that date; Measure foreign currency non-monetary items at fair value to measure the exchange rate translation on the date of fair value; Non-monetary items in foreign currencies measured at historical cost are converted at the exchange rate on the original transaction date.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
B. Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
C. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized as other comprehensive gain or loss, any conversion component of that benefit or loss is recognized as other comprehensive gain or loss. When a gain or loss on a non-monetary item is recognized as a gain or loss, any conversion component of that benefit or loss is recognized as a gain or loss.
(5) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into New Taiwan Dollar at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of material effect or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
(6) Current and non-current distinction
An asset is classified as current when:
A. The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
B. The Group holds the asset primarily for the purpose of trading
C. The Group expects to realize the asset within twelve months after the reporting period
D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
A. The Group expects to settle the liability in its normal operating cycle
B. The Group holds the liability primarily for the purpose of trading
C. The liability is due to be settled within twelve months after the reporting period
D. The Group does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(7) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid time deposits or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(8) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial assets or financial liabilities.
A. Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
a. the Group’s business model for managing the financial assets and
b. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
a. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
a. purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
b. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
a. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
a. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
b. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
c. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
(i) Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
(ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represent a recovery of part of the cost of investment.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
B. Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Group measures expected credit losses of a financial instrument in a way that reflects:
a. an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
b. the time value of money; and
c. reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
a. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
b. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
c. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
d. For lease receivables arising from transactions within the scope of IFRS 16, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for more details on credit risk.
C. Derecognition of financial assets
A financial asset is derecognized when:
i. The rights to receive cash flows from the asset have expired
ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred
iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
D. Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Compound instruments
The Group evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Group assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled. For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.
Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
a. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
b. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
c. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
a. it eliminates or significantly reduces a measurement or recognition inconsistency; or
b. a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid or payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
E. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(9) Derivative instrument
The Group uses derivative instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as financial assets or liabilities at fair value through profit or loss except for derivatives that are designated as and effective hedging instruments which are classified as financial assets or liabilities for hedging.
Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The changes in fair value of derivatives are taken directly to profit or loss, except for the effective portion of hedges, which is recognized in either profit or loss or equity according to types of hedges used.
When the host contracts are either non-financial assets or liabilities, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not designated at fair value though profit or loss.
(10) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
A. In the principal market for the asset or liability, or
B. In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market act participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(11) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials – Purchase cost on a first in, first out basis
Finished goods and work in progress – Cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.
(12) Non-current assets held for sale and discontinued operations
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction that is highly probable within one year from the date of classification and the asset or disposal group is available for immediate sale in its present condition. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
In the consolidated statement of comprehensive income of the reporting period, and of the comparable period of the previous year, income and expenses from discontinued operations are reported separately from income and expenses from continuing operations, down to the level of profit after taxes, even when the Group retains a non-controlling interest in the subsidiary after the sale. The resulting profit or loss (after taxes) is reported separately in the statement of comprehensive income.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.
(13) Investments accounted for using the equity method
The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affect the Group’s percentage of ownership interests in the associate or joint venture, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a prorata basis.
When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in additional paid in capital and investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes of $x^{\circ}$ the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Group estimates:
A. Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
B. The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.
Upon loss of significant influence over the associate or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, 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 entity continues to apply the equity method and does not remeasure the retained interest.
(14) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Land improvement | 5~30 years |
|---|---|
| Buildings | 3~50 years |
| Machinery and equipment | 4~25 years |
| Transportation equipment | 3~10 years |
| Office equipment | 19 years |
| Other equipment | 2-25 years |
| Leasehold improvements | 15 years |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(15) Investment property
The Group’s owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal group that is classified as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.
The Group transfers properties to or from investment properties according to the actual use of the properties.
The Group transfers to or from investment properties when there is a change in use for these assets. Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.
(16) Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
A. the right to obtain substantially all of the economic benefits from use of the identified asset; and
B. the right to direct the use of the identified asset.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
A. fixed payments (including in-substance fixed payments), less any lease incentives receivable;
B. variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
C. amounts expected to be payable by the lessee under residual value guarantees;
D. the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
E. payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
A. the amount of the initial measurement of the lease liability;
B. any lease payments made at or before the commencement date, less any lease incentives received;
C. any initial direct costs incurred by the lessee; and
D. an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statement of comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
(17) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
(18) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's ("CGU") fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(19) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
The liability to pay a levy is recognized progressively if the obligating event occurs over a period of time.
(20) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follow:
Sale of goods
The Group manufactures and sells goods. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group is wire rod and screw and revenue is recognized based on the consideration stated in the contract. For certain sales of goods transactions, they are usually accompanied by volume discounts (based on the accumulated total sales amount for a specified period). Therefore, revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. The Group estimates the discounts using the expected value method based on historical experiences. Revenue is only recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. During the period specified in the contract, refund liability is recognized for the expected volume discounts.
The Group provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
The credit period of the Group’s sale of goods is from 30 to 90 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Group has transferred the goods to customers but does not have a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component is arise.
(21) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(22) Post-employment benefits
All regular employees of the Company and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee's name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore, fund assets are not included in the Group's consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.
For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur.
Past service costs or the change in the present value of the defined benefit obligation resulting from the planned amendment or reduction are recognized in profit or loss on the earlier of:
A. the date of the plan amendment or curtailment, and
B. the date that the Group recognizes restructuring-related costs or termination benefits
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(23) Share-based payment transactions
The cost of equity-settled transactions between the Group and its employees is recognized based on the fair value of the equity instruments granted. The fair value of the equity instruments is determined by using an appropriate pricing model.
The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.
No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
The cost of restricted stocks issued is recognized as salary expense based on the fair value of the equity instruments on the grant date, together with a corresponding increase in other capital reserves in equity, over the vesting period. The Group recognized unearned employee salary which is a transitional contra equity account; the balance in the account will be recognized as salary expense over the passage of vesting period.
~42~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(24) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
A. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination; at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
B. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
A. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination; at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
B. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
~43~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities 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. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
According to the temporary exception in the International Tax Reform-Pillar Two Model Rules (Amendments to IAS 12), information about deferred tax assets and liabilities related to Pillar Two income tax will neither be recognized nor be disclosed.
(25) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.
When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at the acquisition date fair value. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized in accordance with IFRS 9 Financial Instruments either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation. Goodwill disposed of in this circumstance is measured based on the relative recoverable amounts of the operation disposed of and the portion of the cash-generating unit retained.
5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s consolidated financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(1) Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flows model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
(2) Inventories
Estimates of net realisable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(3) Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.
- CONTENTS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Cash on hand and saving accounts | $559,812 | $570,951 |
| Time deposits | 234,462 | 308,910 |
| Total | $794,274 | $879,861 |
(2) Financial assets measured at fair value through profit or loss
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Mandatorily measured at fair value through profit or loss: | ||
| Forward exchange contracts | $745 | $1,207 |
| Stocks | 1,531 | 2,092 |
| Funds | 3,128 | 8,151 |
| Bonds | 2,815 | — |
| Total | $8,220 | $11,450 |
| Current | $8,220 | $11,450 |
| Non-current | — | — |
| Total | $8,220 | $11,450 |
~46~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial assets at fair value through profit or loss were not pledged.
Outstanding forward exchange contracts consisted of the following:
| Maturity Date | Contract Amount (In Thousands) | |
|---|---|---|
| December 31, 2025 | ||
| Buy USD | January 2026 to June 2026 | USD 15,343 |
| Buy CNY | January 2026 | CNY 1,000 |
| December 31, 2024 | ||
| Buy USD | August 2024 to January 2026 | USD 6,761 |
(3) Financial assets at fair value through other comprehensive income
| Dec. 31, 2025 | Dec. 31, 2024 | |
|---|---|---|
| Equity instrument investments measured at fair value through other comprehensive income – Non-current: | ||
| Unlisted companies stocks | $107,976 | $105,407 |
Financial assets at fair value through other comprehensive income were not pledged.
(4) Financial assets measured at amortized cost
| Dec. 31, 2025 | Dec. 31, 2024 | |
|---|---|---|
| Pledge time deposits | $71,135 | $82,771 |
| Non-pledge time deposits | — | — |
| Total | $71,135 | $82,771 |
| Current | $— | $— |
| Non-current | 71,135 | 82,771 |
| Total | $71,135 | $82,771 |
(5) Notes receivable, net
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Notes receivables arising from operating activities (total carrying amount) | $40,542 | $107,386 |
| Less: loss allowance | (416) | (416) |
| Total | $40,126 | $106,970 |
~47~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Accounts receivables were not pledged.
The Group follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6. (18) for more details on loss allowance and Note 12 for details on credit risk.
(6) Accounts receivable and accounts receivable - related parties
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Accounts receivable (total carrying amount) | $977,681 | $734,495 |
| Less: loss allowance | (23,404) | (20,875) |
| Total | $954,277 | $713,620 |
Please refer to note 8 for information relating to accounts receivables as security.
Accounts receivables are generally on 90-120 day terms. The total carrying amount as of December 31, 2025 and 2024 were NT$977,681 thousand and NT$734,495 thousand, respectively. Please refer to Note 6. (18) for more details on loss allowance of accounts receivable for the years ended December 31, 2025 and 2024. Please refer to Note 12 for more details on credit risk management.
(7) Inventories
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Merchandises | $184,903 | $415,706 |
| Finished goods | 803,594 | 850,273 |
| Work in progress | 261,693 | 352,178 |
| Raw materials | 977,924 | 568,480 |
| Materials | 435,300 | 442,033 |
| Goods in transit | 265,370 | 49,869 |
| Land for Construction (Note) | 367,532 | – |
| Total | $3,296,316 | $2,678,539 |
Note: In 2025, the Group acquired a parcel of land located in Danhai, Tamsui District, New Taipei City, for self-developed residential construction.
The cost of inventories recognized in expenses amounts to NT$8,406,771 thousand for the year ended December 31, 2025, including the reversal of write-down of inventories of NT$20,940 thousand.
The cost of inventories recognized in expenses amounts to NT$7,340,970 thousand for the year ended December 31, 2024, including the reversal of write-down of inventories of NT$690 thousand.
~48~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Due to the impact of fluctuations in raw material market prices and other factors, inventory valuation losses and recovery gains have occurred.
Please refer to note 8 for information relating to inventories as security.
(8) Investments accounted for using the equity method
A. The breakdown is as follows:
| Investees | As of | |||
|---|---|---|---|---|
| 31 Dec. 2025 | 31 Dec. 2024 | |||
| Carrying amount | Percentage of ownership (%) | Carrying amount | Percentage of ownership (%) | |
| Investments in associates: | ||||
| Hurco Automation Co., Ltd. | $173,619 | 35.00% | $177,173 | 35.00% |
| TY Steel Co., Ltd. | — | 25.37% | — | 25.37% |
| Total | $173,619 | $177,173 |
B. The Group's equity method investments in affiliated companies for the year ended December 31, 2025 and 2024 are based on the financial statements of the affiliates for the same period, which were audited by other accountants.
C. The investment in Hurco Automation Co., Ltd. is not significant to the Group. The summarized book value of the investment in Hurco Automation Co., Ltd. for the Group is NT$173,619 thousand as of December 31, 2025, and NT$177,173 thousand as of December 31, 2024. Reconciliation of the associate's summarized financial information presented to the carrying amount of the Group's interest is as follows:
| For the years ended Dec. 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Profit from continuing operations | $5,604 | $28,539 |
| Other comprehensive income | — | — |
| Total comprehensive income | $5,604 | $28,539 |
D. On December 4, 2023, the Board of Directors Meeting of TY Steel Co., Ltd. passed a resolution approving the reduction of shares for capital, whereby TY Steel Co., Ltd. decreased its share capital from Baht 2,724,492 thousand (272,449,200 ordinary shares with a par value of Baht 10 per share) to be Baht 1,687,278 thousand (168,727,789 ordinary shares with a par value of Baht 10 per share). The reduction of capital has no impact on the ownership percentage of the group. An increase in share capital from Baht 1,687,278 thousand (168,727,789 ordinary shares with a par value of Baht 10 per share) to Baht
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1,887,278 thousand (188,727,789 ordinary shares with a par value of Baht 10 per share) by issuing capital increase in ordinary shares Baht 200,000 thousand (20,000,000 new ordinary shares with a par value of Baht 10 per share). On November 27, 2023, the Board of Directors Meeting passed a resolution approving the acquisition of shares for capital increase in TY Steel Company Limited, The Company purchased 3,878,109 ordinary shares of the additionally issued ordinary shares and made full payment amounting to Baht 39 million. The increase of capital has no impact on the ownership percentage of the group.
E. The investment in TY Steel Co., Ltd. is not significant to this group. The summarized book value of TY Steel Co., Ltd. as of December 31, 2025 and 2024 were both NT$0 thousand. Reconciliation of the associate's summarized financial information presented to the carrying amount of the Group's interest is as follows:
| For the years ended Dec. 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Profit from continuing operations | $204,749 | ($449,111) |
| Other comprehensive income | — | — |
| Total comprehensive income | $204,749 | ($449,111) |
F. The investee company, TY Steel Company Limited, encountered financial repayment and asset liquidity issues in December 2024, indicating significant uncertainty regarding the going concern assumption. The Group has assessed that there is no ability to continue as a going concern and has fully recognized an impairment loss of NT$156,458 thousand on the remaining carrying amount. The recoverable amount was measured based on its value in use, and since the projected future cash flows were zero, no discount rate was applied in the calculation.
G. The aforementioned investment associates have no contingent liabilities or capital commitments and were not pledged as of December 31, 2025 and 2024.
(9) Property, plant and equipment
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Owner occupied property, plant and equipment | $3,931,802 | $3,539,300 |
| Operating leases | — | — |
| Total | $3,931,802 | $3,539,300 |
~50~
English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(a) Owner occupied property, plant and equipment
| Land | Buildings and facilities | Machinery equipment | Office equipment | Transportation equipment | Leasehold improvements | Other equipment | Construction in progress and equipment awaiting examination | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| As of Jan.1, 2025 | $1,067,348 | $2,439,124 | $5,097,815 | $220,860 | $291,344 | $5,680 | $428,620 | $143,165 | $9,693,956 |
| Additions | 175,508 | 5,110 | 106,901 | 5,750 | 5,384 | — | 18,035 | 229,082 | 545,770 |
| Business combinations | 24,403 | 29,368 | 118,751 | 2,870 | 7,203 | — | — | 1,914 | 184,509 |
| Disposals | — | (5,257) | (238,603) | (2,675) | (15,628) | — | (36,840) | — | (299,003) |
| Reclassification | 13,362 | 85,082 | 178,046 | 5,237 | 3,534 | — | 3,392 | (303,668) | (15,015) |
| Exchange differences | 30,806 | 87,122 | 203,620 | 8,855 | 10,060 | — | 13,188 | 1,744 | 355,395 |
| As of Dec. 31, 2025 | $1,311,427 | $2,640,549 | $5,466,530 | $240,897 | $301,897 | $5,680 | $426,395 | $72,237 | $10,465,612 |
| As of Jan.1, 2024 | $933,769 | $2,258,931 | $4,741,595 | $201,312 | $284,729 | $5,680 | $391,603 | $55,031 | $8,872,650 |
| Additions | 88,453 | 39,443 | 73,319 | 8,453 | 9,691 | — | 24,904 | 254,006 | 498,269 |
| Disposals | — | (2,055) | (216,170) | (1,675) | (11,755) | — | (10,344) | — | (241,999) |
| Reclassification | 1,377 | 11,575 | 137,223 | 5,148 | 237 | — | 307 | (168,577) | (12,710) |
| Exchange differences | 43,749 | 131,230 | 361,848 | 7,622 | 8,442 | — | 22,150 | 2,705 | 577,746 |
| As of Dec. 31, 2024 | $1,067,348 | $2,439,124 | $5,097,815 | $220,860 | $291,344 | $5,680 | $428,620 | $143,165 | $9,693,956 |
~51~
English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Land | Buildings and facilities | Machinery equipment | Office equipment | Transportation equipment | Leasehold improvements | Other equipment | Construction in progress and equipment awaiting examination | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Depreciation and impairment: | |||||||||
| As of Jan. 1, 2025 | $110,118 | $1,764,682 | $3,488,467 | $174,866 | $260,969 | $1,045 | $354,509 | $— | $6,154,656 |
| Depreciation | 6,602 | 84,807 | 165,009 | 11,606 | 10,653 | 435 | 25,746 | — | 304,858 |
| Business combinations | — | 10,313 | 99,169 | 2,185 | 5,115 | — | — | — | 116,782 |
| Disposals | — | (5,156) | (211,837) | (2,297) | (14,817) | — | (36,823) | — | (280,930) |
| Exchange differences | 4,908 | 66,051 | 137,645 | 7,469 | 9,887 | — | 12,484 | — | 238,444 |
| As of Dec. 31, 2025 | $121,628 | $1,920,697 | $3,668,453 | $193,829 | $271,807 | $1,480 | $355,916 | $— | $6,533,810 |
| As of Jan. 1, 2024 | $96,416 | $1,575,726 | $3,292,976 | $158,247 | $254,133 | $610 | $322,131 | $— | $5,700,239 |
| Depreciation | 5,988 | 88,299 | 139,499 | 11,773 | 10,522 | 435 | 22,719 | — | 279,235 |
| Disposals | — | (1,915) | (194,935) | (1,552) | (11,577) | — | (10,942) | — | (220,921) |
| Exchange differences | 7,714 | 102,572 | 250,927 | 6,398 | 7,891 | — | 20,601 | — | 396,103 |
| As of Dec. 31, 2024 | $110,118 | $1,764,682 | $3,488,467 | $174,866 | $260,969 | $1,045 | $354,509 | $— | $6,154,656 |
| Net carrying amount: | |||||||||
| As of Dec. 31, 2025 | $1,189,799 | $719,852 | $1,798,077 | $47,068 | $30,090 | $4,200 | $70,479 | $72,237 | $3,931,802 |
| As of Dec. 31, 2024 | $957,230 | $674,442 | $1,609,348 | $45,994 | $30,375 | $4,635 | $74,111 | $143,165 | $3,539,300 |
Please refer to Note 8 for more details on property, plant and equipment under pledge.
English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(10) Investment property
| Land | Buildings | Total | |
|---|---|---|---|
| Cost: | |||
| As of Jan. 1, 2025 | $316,130 | $4,652 | $320,782 |
| Addition | — | — | — |
| Exchange differences | 13,009 | 191 | 13,200 |
| As of Dec. 31, 2025 | $329,139 | $4,843 | $333,982 |
| As of Jan. 1, 2024 | $294,490 | $3,486 | $297,976 |
| Addition | — | — | — |
| Exchange differences | 21,640 | 1,166 | 22,806 |
| As of Dec. 31, 2024 | $316,130 | $4,652 | $320,782 |
| Depreciation: | |||
| As of Jan. 1, 2025 | $— | $4,257 | $4,257 |
| Depreciation | — | 411 | 411 |
| Exchange differences | — | 175 | 175 |
| As of Dec. 31, 2025 | $— | $4,843 | $4,843 |
| As of Jan. 1, 2024 | $— | $3,587 | $3,587 |
| Depreciation | — | 396 | 396 |
| Exchange differences | — | 274 | 274 |
| As of Dec. 31, 2024 | $— | $4,257 | $4,257 |
| Net carrying amount: | |||
| As of Dec. 31, 2025 | $329,139 | $— | $329,139 |
| As of Dec. 31, 2024 | $316,130 | $395 | $316,525 |
A. The related depreciation of the Group’s investment properties is calculated using the estimated useful lives of 20 years.
B. The fair value has been determined based on valuation performed by an independent valuer, using market approach.
C. The fair value of the investment property in the consolidated financial statement stated below:
| As of Dec. 31, 2025 | As of Dec. 31, 2024 | |
|---|---|---|
| Land and buildings | $440,230 | $422,830 |
~53~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(11) Short-term borrowings
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Purchase borrowing | $1,546,683 | $1,241,028 |
| Credit borrowing | 112,636 | 44,700 |
| Secured borrowing | 460,232 | 279,553 |
| Total | $2,119,551 | $1,565,281 |
The Group’s short-term borrowing rate were 0.9%~7.33% and 1.98%~7.33% as of December 31, 2025 and 2024, respectively.
(12) Financial liabilities at fair value through profit or loss
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Designated financial liabilities at fair value through profit or loss: | ||
| Derivatives not designated as hedging instruments | ||
| Forward foreign exchange contracts | $13,040 | $— |
| Current | $13,040 | $— |
| Non-current | — | — |
| Total | $13,040 | $— |
(13) Long-term borrowings
A. The breakdown of long-term borrowing as of December 31, 2025 is as follows
| Lenders | As of | Maturity date | |
|---|---|---|---|
| Dec. 31, 2025 | Interest rate (%) | ||
| NRW-Bank | $166,050 | 3.00%~4.06% | 117.3.30~117.6.30 |
| Volks bank | 110,221 | 1.40%~4.00% | 114.12.31~132.2.28 |
| Land Bank of Taiwan Co., Ltd. | 136,600 | 3.20%~3.25% | 119.3.31~119.7.31 |
| Bangkok Bank Public Company Limited | 4,592 | 6.45%~6.50% | 115.5.11~115.5.25 |
| Subtotal | 417,463 | ||
| Less: current portion | (9,756) | ||
| Total | $407,707 |
~54~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
B. The breakdown of long-term borrowings as of December 31, 2024 is as follows
| Lenders | As of | Maturity date | |
|---|---|---|---|
| Dec. 31, 2024 | Interest rate (%) | ||
| NRW-Bank | $85,350 | 4.06% | 117.3.30 |
| Volks bank | 129,241 | 1.40%~4.00% | 114.12.31~132.2.28 |
| Subtotal | 214,591 | ||
| Less: current portion | (9,317) | ||
| Total | $205,274 |
C. Please refer to Note 8 for the pledge status of the Group's credit borrowings listed above.
(14) Post-employment benefits
Defined contribution plan
Expenses under the defined contribution plan for the years ended December 31, 2025 and 2024 were NT$4,377 thousand and NT$3,919 thousand, respectively.
Defined benefits plan
Tycoons Worldwide Company (Thailand) Public Company Limited adopted the defined benefit plans.
The Group expects to contribute NT$ 0 thousand and NT$5,044 thousand to its defined benefit plan during the 12 months beginning after December 31, 2025 and 2024.
As of December 31, 2025 and 2024, the Group’s defined benefit plans are each expected to expire in 10 years.
The following table summarizes the pension costs recognized in profit and loss:
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Current period service costs | $6,806 | $4,742 |
| Past service costs | — | — |
| Net interest expense of net defined benefit liability | 2,879 | 1,482 |
| Total | $9,685 | $6,234 |
~55~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Reconciliation of the defined benefit obligation and fair value of plan assets is as follows:
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Present value of the defined benefit obligation | $68,726 | $56,158 |
| Plan assets at fair value | — | — |
| Other non-current (assets) liabilities-net defined benefit (assets) liabilities | $68,726 | $56,158 |
Reconciliation of net defined benefit liability:
| Present value of the defined benefit obligation | Plan assets at fair value | Net defined benefit liability (asset) | |
|---|---|---|---|
| As of January 1, 2025 | $56,158 | — | $56,158 |
| Current period service costs | 6,806 | — | 6,806 |
| Net interest expense (income) | 2,879 | — | 2,879 |
| Subtotal | 9,685 | — | 9,685 |
| Acquisition of a subsidiary | 1,554 | — | 1,554 |
| Payments from the plan | (981) | — | (981) |
| Effect of exchange rate changes | 2,310 | — | 2,310 |
| As of December 31, 2025 | $68,726 | — | $68,726 |
| As of December 31, 2024 | $50,859 | — | $50,859 |
| Current period service costs | 4,752 | — | 4,752 |
| Net interest expense (income) | 1,482 | — | 1,482 |
| Subtotal | 6,234 | — | 6,234 |
| Remeasurement of the net defined benefit liability/asset remeasurement: | |||
| Effect of changes in financial assumptions | (3,004) | — | (3,004) |
| Experience adjustments | (1,527) | — | (1,527) |
| Subtotal | (4,531) | — | (4,531) |
| Payments from the plan | (295) | — | (295) |
| Contributions by employer | 3,891 | — | 3,891 |
| As of December 31, 2024 | $56,158 | — | $56,158 |
~56~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The following main assumptions are used to determine the Group's defined benefit plan:
| As at | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Discount rate | 1.7%~2.5% | 2.5%~2.8% |
| Expected rate of salary increases | 2.0%~4.0% | 2.2%~4.0% |
Sensitivity analysis for significant assumptions is shown below:
| For the years ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Increase in defined benefit obligation | Decrease in defined benefit obligation | Increase in defined benefit obligation | Decrease in defined benefit obligation | |
| Discount rate increases by 0.25% | — | $3,006 | — | $2,887 |
| Discount rate decreases by 0.25% | $3,006 | — | $2,887 | — |
| Future salary increases by 0.25% | $3,006 | — | $2,887 | — |
| Future salary decreases by 0.25% | — | $3,006 | — | $2,887 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(15) Equity
A. Common stock
i. As of December 31, 2025 and 2024, the Company's authorized capital was NT$7,000,000 thousand, divided into 700,000 thousand shares, respectively, each at a per value of NT$10.
ii. As of December 31, 2025 and 2024, the Company issued capital was NT$3,371,680 thousand, divided into 337,168 thousand shares, respectively, each at a per value of NT$10.
~57~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
B. Capital surplus
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Adjusting of reselling bonds | $7,722 | $7,722 |
| The differences between the fair value of the consideration paid or received from acquiring or disposing of subsidiaries and the carrying amounts of subsidiaries | 43,069 | 39,668 |
| Restructuring | 65,303 | 65,303 |
| Total | $116,094 | $112,693 |
i. The Group applies the related interpretations issued in R.O.C. for the intra-group reorganization since there is no definite rules for business combinations (or referred as 'reorganization') of entities under common control in IFRS 3, 'Business combinations' as explained in the IFRS Q&A 'explanations to IFRS 3 Business Combinations under Common Control' issued by Accounting Research and Development Foundation on October 26, 2018.
ii. In accordance with Accounting Research and Development Foundation Interpretation ("ARDF Interpretation") 100-248, the Group recognized the intra-group reorganisation based on the carrying amounts of subsidiaries accounted for using equity method (net of impairment loss). The difference between the carrying amount and the consideration of the transaction will be adjusted in 'capital surplus - additional paid-in capital', which if insufficient, will decrease the retained earnings. The difference between initial investment cost and net equity will be accounted for by the entities after reorganization.
iii. According to the Company Act, the capital surplus shall not be used except for offsetting the deficit of the company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its stockholders in proportion to the number of shares being held by each of them.
C. Retained earnings and dividend policy
According to the Company's Articles of Incorporation, current year's earnings, if any, shall be distributed in the following order:
a. Reserve for tax payments.
b. Offset accumulated losses in previous years, if any.
c. Legal reserve, which is 10% of leftover profits.
d. Allocation or reverse of special reserves as required by law or government authorities.
e. The remaining shall be distributed according to the distribution plan proposed by the Board of Directors according to the dividend policy and submitted to the stockholders' meeting for approval.
~58~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The policy of dividend distribution should reflect factors such as the current and future investment environment, fund requirements, domestic and international competition and capital budgets; as well as the interest of the shareholders, share bonus equilibrium and long-term financial planning etc. The Board of Directors shall make the distribution proposal annually and present it at the shareholders' meeting. The distribution of shareholders' dividend shall be allocated as stock dividend in the range of 0% to 90%, and cash dividend in the range of 10% to 100%
According to the Company Act, the company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to offset the deficit of the company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the stockholders.
The Company, in accordance with the FSC letter No. 1010012865 and the "Q&A on the Application of Special Surplus Reserve after Adopting International Financial Reporting Standards (IFRSs)," sets aside and reverses the special surplus reserve as prescribed. When there is a reversal in other equity reduction items, profits may be distributed based on the reversed portion.
The appropriations of earnings for the year ended 2024 were approved by the shareholders' meeting held on May 28, 2025, and no earnings were distributed due to losses incurred.
The appropriations earnings of 2023 was approved by the shareholders' meeting held on May 29, 2024. Details are summarized below:
| Appropriations and distributions of earnings | Dividend per share (NT dollars) | |
|---|---|---|
| 2023 | 2023 | |
| Legal reserve | $8,130 | $— |
| Cash dividends | $67,433 | $0.2 |
Please refer to Note 6. (20) for more details on employees' compensation and remuneration to directors.
~59~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
D. Non-controlling interests
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance | $3,293,507 | $3,288,644 |
| (Loss) Profit attributable to non-controlling interests | 126,066 | (328,683) |
| Other comprehensive income (losses), attributable to non-controlling interests, net of tax: | ||
| Unrealized loss on financial assets at FVTOCI | (3,049) | (112) |
| Exchange differences on translation of foreign financial statements | 119,570 | 216,166 |
| Income tax effects | 911 | 22 |
| The differences between the fair value of the consideration paid or received from acquiring or disposing of subsidiaries and the carrying amounts of subsidiaries | 24,046 | 20,155 |
| Dividends paid by the subsidiary | (19,678) | — |
| Changes in non-controlling interests | (59) | 97,315 |
| Ending balance | $3,541,314 | $3,293,507 |
(16) Operating revenues
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | ||
| Sale of goods | $9,061,050 | $7,745,117 |
| Processing | 280,571 | 258,693 |
| Total | $9,341,621 | $8,003,810 |
Analysis of revenue from contracts with customers for the years ended December 31, 2025 and 2024 are as follows:
A. Disaggregation of revenue
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | ||
| Sale of goods | $9,061,050 | $7,745,117 |
| Processing | 280,571 | 258,693 |
| Total | $9,341,621 | $8,003,810 |
| Timing of revenue recognition: | ||
| At a point in time | $9,341,621 | $8,003,810 |
~60~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
B. Contract balances
Contract liabilities, current
| As of | |||
|---|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | Jan. 01, 2024 | |
| Sale of goods | $73,684 | $110,144 | $176,193 |
The decrease in the amount of contracted liabilities of the Group is due to the fulfillment of obligations in some contracts.
C. Transaction price allocated to unsatisfied performance obligations None.
D. Assets recognized from costs to fulfil a contract with customer None.
(17) Expected credit losses (gains on reversal)
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating expenses – expected credit losses (gains on reversal) | ||
| Accounts receivables | ($851) | ($1,415) |
Please refer to Note 12 for more details on credit risk.
The Group measures the loss allowance of its accounts receivable (including notes receivable, accounts receivable (including related parties), and other receivables (including related parties)) at an amount equal to lifetime expected credit losses. The assessment of the Group's loss allowance as of December 31, 2025 and 2024 are as follows:
A. The Group considers the grouping of trade receivables by counterparties' credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix, details are as follow:
As of December 31, 2025
| Not overdue (Note) | Overdue days | Total | ||||
|---|---|---|---|---|---|---|
| Within 90 days | 91-180 days | 181-365 days | Over 365 days | |||
| Gross carrying amount | $734,078 | $252,044 | $10,311 | $4,137 | $17,653 | $1,018,223 |
| Loss ratio | — | 2.5% | 30% | 50% | 70% | |
| Lifetime expected credit losses | — | (6,301) | (3,093) | (2,069) | (12,357) | (23,820) |
| Subtotal | $734,078 | $245,743 | $7,218 | $2,068 | $5,296 | $994,403 |
~61~
English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2024
| Not overdue (Note) | Overdue days | Total | ||||
|---|---|---|---|---|---|---|
| Within 90 days | 91-180 days | 181-365 days | Over 365 days | |||
| Gross carrying amount | $624,803 | $186,339 | $10,360 | $3,703 | $16,676 | $841,881 |
| Loss ratio | — | 2.5% | 30% | 50% | 70% | |
| Lifetime expected credit losses | — | (4,658) | (3,108) | (1,852) | (11,673) | (21,291) |
| Subtotal | $624,803 | $181,681 | $7,252 | $1,851 | $5,003 | $820,590 |
Note: The Group’s note receivables are not overdue.
B. The movement in the provision for impairment of accounts receivable during 2025 and 2024 is as follows:
| Note receivable | Accounts receivable | |
|---|---|---|
| As of Jan. 1, 2025 | $416 | $20,875 |
| (Reversal) for the current period | — | (851) |
| Effect of exchange rate changes | — | 3,380 |
| As of Dec. 31, 2025 | $416 | $23,404 |
| As of Jan. 1, 2024 | $416 | $20,079 |
| (Reversal) for the current period | — | (1,415) |
| Effect of exchange rate changes | — | 2,211 |
| As of Dec. 31, 2024 | $416 | $20,875 |
(18) Leases
Group as a lessee
The Group leases transportation equipment and buildings. The lease terms are all 2~3 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
A. Amounts recognized in the balance sheet
a. Right-of-use assets
The carrying amount of right-of-use assets
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Land | $35,857 | $35,466 |
| Buildings | 489 | 977 |
| Transportation equipment | 5,679 | 2,557 |
| Total | $42,025 | $39,000 |
~62~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
During the years ended December 31, 2025 and 2024, the additions to right-of-use assets of the Group amounted to NT$9,499 thousand and NT$17,397 thousand.
b. Lease liabilities
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Lease liabilities | $21,519 | $18,512 |
| Current | $10,648 | $6,488 |
| Non-current | $10,871 | $12,024 |
Please refer to Note 6. (21) D. finance costs for the interest on lease liabilities recognized during the years ended December 31, 2025 and 2024 and refer to Note 12. (5) liquidity risk management for the maturity analysis for lease liabilities as of December 31, 2025 and 2024.
B. Amounts recognized in the statement of profit or loss
Depreciation charge for right-of-use assets
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Land | $3,591 | $3,547 |
| Buildings | 489 | 489 |
| Transportation equipment | 2,557 | 2,789 |
| Total | $6,637 | $6,825 |
C. Income and costs relating to leasing activities
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| The expenses relating to short-term leases | $342 | $195 |
| The expenses relating to leases of low-value assets | ||
| (Not including the expenses relating to short-term leases of low-value assets) | $7,491 | $5,560 |
D. Cash outflow relating to leasing activities
During the years ended December 31, 2025 and 2024, the Group's total cash outflows for leases amounted to NT$18,557 thousand and NT$13,797 thousand.
~63~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(19) Summary statement of employee benefits, depreciation and amortization expenses by function is as follows:
| Function
Nature | For the years ended December 31, | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | | 2024 | | |
| | Operating costs | Operating expenses | Total | Operating costs | Operating expenses | Total |
| Employee benefits expense | | | | | | |
| Salaries | $287,582 | $306,552 | $594,134 | $249,448 | $294,911 | $544,359 |
| Labor and health insurance | $17,595 | $42,253 | $59,848 | $11,650 | $60,494 | $72,144 |
| Pension | $3,977 | $5,213 | $9,190 | $4,241 | $4,858 | $9,099 |
| Directors’ remuneration | $— | $2,040 | $2,040 | $— | $2,040 | $2,040 |
| Other employee benefits expense | $6,109 | $5,889 | $11,998 | $4,346 | $9,835 | $14,181 |
| Depreciation | $264,196 | $48,606 | $312,802 | $224,017 | $40,697 | $264,714 |
| Amortization | $2,789 | $3,925 | $6,723 | $1,256 | $1,929 | $3,185 |
According to the Articles of Incorporation, no less than 2%~5% of profit of the current year is distributable as employees’ compensation and no more than 1% of profit of the current year is distributable as remuneration to directors. However, the Company’s accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors can be obtained from the “Market Observation Post System” on the website of the TWSE.
The Company did not make a profit in 2025 and 2024 and therefore did not distribute any employee remuneration or directors’ remuneration.
(20) Non-operating income and (expenses)
A. Interest income
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income- Financial assets at amortized cost | $6,125 | $8,144 |
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
B. Other income
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Dividend income | $66 | $613 |
| Gain on bargain purchase | 8,325 | — |
| Other income- Others | 42 | — |
| Total | $8,433 | $613 |
C. Other gains and (losses)
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (Loss) on disposal of property, plant and equipment | ($18,073) | ($21,078) |
| Foreign exchange gain, net | 48,667 | 100,637 |
| Gain on financial assets at fair value through profit or loss (Note) | 2,383 | 8,250 |
| Loss (gain) on disposal of investments | (82) | 7,934 |
| Impairment loss | — | (156,458) |
| Impairment reversal on non-financial assets | 18,173 | 2,386 |
| Others | 40,144 | 29,416 |
| Total | $91,212 | ($28,913) |
Note: It is generated from financial assets mandatorily measured at fair value through profit or loss.
D. Finance costs
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Interest on borrowings from bank | $69,637 | $95,027 |
| Interest on lease liabilities | 342 | 195 |
| Total finance costs | $69,979 | $95,222 |
(21) Components of other comprehensive income
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2025:
| Other comprehensive (loss) income, before tax | |||||
|---|---|---|---|---|---|
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income, before tax | Income tax relating to components of other comprehensive income (loss) | Other comprehensive income, net after tax | |
| Items that will not to be reclassified subsequently to profit or loss: | |||||
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | ($10,089) | $— | ($10,089) | $652 | ($9,437) |
| Remeasurements of defined benefit plans for using the equity method | 546 | — | 546 | — | 546 |
| To be reclassified to profit or loss in subsequent periods: | |||||
| Exchange differences resulting from translating the financial statements of a foreign operation | 201,728 | — | 201,728 | (15,285) | 186,443 |
| Total | $192,185 | $— | $192,185 | ($14,633) | $177,552 |
For the year ended December 31, 2024:
| Other comprehensive (loss) income, before tax | |||||
|---|---|---|---|---|---|
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income, before tax | Income tax relating to components of other comprehensive income (loss) | Other comprehensive income, net after tax | |
| Items that will not to be reclassified subsequently to profit or loss: | |||||
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | ($517) | $— | ($517) | $103 | ($414) |
| Remeasurements of defined benefit plans for using the equity method | 662 | — | 662 | (71) | 591 |
| To be reclassified to profit or loss in subsequent periods: | |||||
| Exchange differences on translation of foreign financial statements | 227,829 | — | 227,829 | (2,324) | 225,505 |
| Total | $227,974 | $— | $227,974 | ($2,292) | $225,682 |
~66~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(22) Income tax
A. The major components of income tax expense (benefit) are as follows:
i. Income tax (benefit) expense recognized in profit or loss
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Current income tax expense (benefit): | ||
| Underestimated income tax for previous year | $— | $— |
| Current income tax charge | 41,104 | 11,669 |
| Deferred tax expense (benefit): | ||
| Deferred tax (benefit) expense related to origination and reversal of temporary differences | (29,536) | 33,286 |
| Total income tax expense | $11,568 | $44,955 |
ii. Income tax recognized in other comprehensive income
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred income tax expense (benefit) : | ||
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | $652 | $32 |
| Remeasurements of defined benefit plans for using the equity method | — | — |
| Exchange differences resulting from translating the financial statements of a foreign operation | (15,285) | (2,324) |
| Income tax related to other comprehensive income (loss) | ($14,633) | ($2,292) |
iii. Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Accounting profit (loss) before tax from continuing operations | $131,519 | ($449,029) |
| Tax at the domestic rates applicable to profits in the country concerned | 26,304 | 11,669 |
| Tax effect of expenses not deductible for tax purposes | 5,319 | 2,989 |
| Tax effect of revenue exempt from taxation | (243) | (4,783) |
| Tax effect of deferred tax assets/liabilities | (19,812) | 35,080 |
| Total income tax expense recognized in profit or loss | $11,568 | $44,955 |
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
iv. Deferred tax assets (liabilities) relate to the following:
| For the year ended December 31, 2025 | Beginning balance as of Jan. 1, 2025 | Deferred tax income (expense) recognized in profit or loss | Deferred tax income (expense) recognized in other comprehensive income | The effect of exchange rate changes | Ending balance as of Dec. 31, 2025 |
|---|---|---|---|---|---|
| Temporary differences | |||||
| Exchange difference on foreign operations | ($10,834) | $— | ($15,285) | ($117) | ($26,236) |
| Unrealized loss on investments in equity instruments at FVTOCI | (1,397) | — | 652 | 359 | (386) |
| Investment account of using the equity method | (23,581) | (7,361) | — | (2,353) | (33,296) |
| Others | 20,691 | 36,897 | — | 4,245 | 61,834 |
| Deferred tax income | $29,536 | ($14,633) | $2,134 | ||
| Net deferred tax assets | ($15,121) | $1,916 | |||
| Reflected in balance sheet as follows: | |||||
| Deferred tax assets | $22,079 | $56,057 | |||
| Deferred tax liabilities | ($37,200) | ($54,141) | |||
| For the year ended December 31, 2024 | Beginning balance as of Jan. 1, 2024 | Deferred tax income (expense) recognized in profit or loss | Deferred tax income (expense) recognized in other comprehensive income | The effect of exchange rate changes | Ending balance as of Dec. 31, 2024 |
| Temporary differences | |||||
| Exchange difference on foreign operations | ($10,295) | $— | ($2,324) | $1,785 | ($10,834) |
| Unrealized loss on investments in equity instruments at FVTOCI | (1,194) | — | 32 | (235) | (1,397) |
| Investment account of using the equity method | 15,962 | (32,655) | — | (6,888) | (23,581) |
| Others | 18,628 | 7,652 | — | (5,589) | 20,691 |
| Loss carry forward | 8,283 | (8,283) | — | — | — |
| Deferred tax income | ($33,286) | ($2,292) | ($10,927) | ||
| Net deferred tax assets | $31,384 | ($15,121) | |||
| Reflected in balance sheet as follows: | |||||
| Deferred tax assets | $67,514 | $22,079 | |||
| Deferred tax liabilities | ($36,130) | ($37,200) |
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
v. The assessment of income tax returns
As of December 31, 2025, the overseas subsidiaries of the Group have already completed their tax filings on time in compliance with the tax laws and regulations of each country, and the income tax returns of the domestic Company have been assessed and approved as follows:
The Company
Ju Gu Construction Co., Ltd.
The assessment of income tax returns
Approved up to 2021
Not yet approved
(23) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (1) Basic earnings per share | ||
| (Loss) attributable to ordinary equity holders of the Company (in thousands) | ($6,115) | ($165,301) |
| Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) | 337,168 | 337,168 |
| Basic (losses) earnings per share (NT$) | ($0.02) | ($0.49) |
| (2) Diluted (losses) earnings per share | ||
| (Loss) attributable to ordinary equity holders of the Company (in thousands) | ($6,115) | ($165,301) |
| Profit attributable to ordinary equity holders of the Company after dilution (in thousands) | 337,168 | 337,168 |
| Effect of dilution: | ||
| Employee compensation – stock (in thousands) | – | – |
| Weighted average number of ordinary shares outstanding after dilution (in thousands) | 337,168 | 337,168 |
| Diluted (losses) earnings per share (NT$) | ($0.02) | ($0.49) |
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.
(24) Business combination
Acquisition of Saiyai Kaew Steelwire Co., Ltd.
On October 10, 2025, Green Engineering Holding Co., Ltd. and Siam PC Products Co., Ltd. jointly invested in the ordinary shares of Saiyai Kaew Steelwire Co., Ltd., acquiring 147,500 shares and 560,000 shares, respectively, from the original shareholders. The total investment amount did not exceed NT$55,000 thousand, representing 18.44% and 70% of the registered capital, respectively. Both subsidiaries paid the consideration in accordance with the terms of the agreement, with total payments amounting to NT$33,000 thousand.
The table below sets forth the fair value of the transfer consideration.
| Fair value recognized on the acquisition date | |
|---|---|
| Cash paid | $33,000 |
| Contingent consideration liability | 22,000 |
| Total consideration transferred | $55,000 |
The amount of gain on bargain purchase recognized on the acquisition date is as follows:
| Consideration transferred | $55,000 |
|---|---|
| Exchange differences | 555 |
| Less: Fair value of identifiable net assets | (63,880) |
| Gain on bargain purchase (recognized in other income) | ($8,325) |
The Company has measured the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. The amounts of the identifiable assets acquired and liabilities assumed as of the acquisition date are set forth below:
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Fair value recognized on the acquisition date | |
|---|---|
| Assets | |
| Cash and cash equivalents | $7,920 |
| Accounts receivables and other receivables | 39,360 |
| Inventory | 7,366 |
| Other current assets | 2,138 |
| Property, plant and equipment | 67,460 |
| Deferred tax assets | 98 |
| Other non-current assets | 5,893 |
| Liabilities | |
| Short-term loan | (41,389) |
| Accounts payable and other current payables | (7,878) |
| Other current liabilities | (3,969) |
| Non-current provisions for employee benefits | (1,551) |
| Other non-current liabilities | (3,332) |
| Identifiable net assets (business combination) | 71,661 |
| Less: Non-controlling interests | (8,336) |
| Less: Gain on bargain purchase recognized by the Company | (8,325) |
| Consideration transferred for the business combination | 55,455 |
| Less: Contingent consideration liability | (22,000) |
| Less: Cash and cash equivalents of subsidiaries | (7,920) |
| Net cash paid for the business combination | $25,535 |
In the consolidated statement of comprehensive income for the year 2025, the Group recognized a gain on bargain purchase of NT$8,325 thousand as other income. On November 26, 2025, Green Engineering Holding Co., Ltd. made an additional investment in the ordinary shares of Saiyai Kaew Steelwire Co., Ltd., acquiring 92,500 shares from the existing shareholders. The total investment amount was NT$3,000 thousand, representing 11.56% of the registered capital of the company, and the subsidiary has fully paid the consideration for this investment. As a result, the subsidiary's ownership interest in the company increased from 18.44% to 30%.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Acquisition of Siam Pc Products Co., Ltd. (SPC)
The subsidiary Green Engineering Holding Co., Ltd. acquired 60% of the shares of Siam Pc Products Co., Ltd. (SPC) by purchasing 3,000 common shares at Baht 100 per share, totaling Baht 300,000,000. After the acquisition, it increased its capital by 1,497,000 common shares, totaling Baht 149,700,000. The company has already paid Baht 150,000,000, which accounts for 75.68% of the issued shares. On April 29, 2024, it increased its capital by 518,000 common shares, totaling Baht 51,800,000. The subsidiary Green Engineering Holding Co., Ltd. did not subscribe according to its shareholding ratio, resulting in a decrease in its shareholding ratio from 75.68% to 60%.
The fair value of the identifiable assets and liabilities of SPC as at the date of acquisition were:
| Fair value recognized on the acquisition date | |
|---|---|
| Assets | |
| Cash and cash equivalents | $387 |
| Liabilities | |
| Other current liabilities | ($18) |
| Identifiable net assets | $369 |
| Goodwill of SPC is as follows: | |
| Purchase consideration | $265 |
| Add: non-controlling interests at fair value | 148 |
| Less: identifiable net assets at fair value | (369) |
| Goodwill | $44 |
The non-controlling interest (40% ownership interest) of SPC is measured at the identifiable net assets of NT$148 thousand as of the acquisition date.
Cash flow on acquisition
Net cash acquired with the subsidiary ($387)
Cash paid 265
Net cash outflow ($122)
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Acquisition of Tycoons Group International
The Group signed an agreement on March 13, 2024, to sell the shares of Tycoons Group International Co., Ltd. and Tycoons Group (Samoa) Holding Ltd., completing the transaction in the same month. As a result, the merged company lost control over Tycoons Group International Co., Ltd., Tycoons Group (Samoa) Holding Ltd., and their subsidiaries.
| Fair value recognized on the acquisition date | |
|---|---|
| Assets | |
| Cash and cash equivalents | $37,425 |
| Accounts receivables | 9,895 |
| Other receivables | 13,844 |
| Inventory | 1,763 |
| Prepayments | 36,617 |
| Property, plant and equipment | 129,504 |
| Right-of-use assets | 40,200 |
| Guarantee deposits paid | 3,242 |
| $272,490 | |
| Liabilities | |
| Contract liabilities | (3,877) |
| Accounts payable | (19,286) |
| Other payables | (199,880) |
| Other current liabilities | (404) |
| ($223,447) | |
| Total | $49,043 |
| The amounts of disposal of subsidiary interests are as follows: | |
| Consideration received | $57,600 |
| Net assets | (49,043) |
| Disposal profit | $8,557 |
| The net cash inflow from the disposal of subsidiaries is as follows: | |
| Consideration received in cash and cash equivalents | $57,600 |
| Less: Cash and cash equivalents remaining after disposal | (37,425) |
| Net cash outflow | $20,175 |
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
7. RELATED PARTY TRANSACTIONS
Information of the related parties that had transaction with the Group during the financial reporting period is as follows:
Name and nature of relationship of the related parties
| Name of the related parties | Nature of relationship of the related parties |
|---|---|
| TY Steel Co., Ltd. (“TY”) | An associate |
| Jin Hai Hardware Co., Ltd. (“Jin Hai”) | The other related party |
| Siam Prestressed Material Co., Ltd. (“SPM”) | The other related party |
| Huang Wen Sung | The other related party |
| Huang Bing Lun | The other related party |
| Huang He Ruei nyu | The other related party |
| All directors and the main management | The other related party |
Significant related party transactions
A. Sales
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| TY | $441,482 | $44,424 |
| Jin Hai | 17,116 | 34,563 |
| Others | 13,929 | 3,787 |
| Total | $472,527 | $82,774 |
The sales price of the goods sold by the Group to related parties was determined through mutual agreement based on the market rates, and the collection period is month-end 30~90 days.
B. Purchases
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| TY | $21,249 | $797,475 |
| SPM | — | 42,758 |
| Total | $21,249 | $840,233 |
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
C. Accounts receivables - related parties
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| TY | $31,770 | $— |
| Jin Hai | 1,753 | — |
| Total | $33,523 | $— |
D. Accounts payables - related parties
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| TY | $— | $90,260 |
E. Acquisition of property
| For the years ended December 31, | ||
|---|---|---|
| Acquisition of property, plant and equipment | 2025 | 2024 |
| SPM | $152 | $98,905 |
F. Temporary debit
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Huang He Ruei nyu | $ — | $110,728 |
The company purchased land from Huang He Ruei nyu. The subject of the sale was obtained through the enforcement of the division of jointly owned property as per the ruling No. 19194 of the 112th year of the Taiwan Ciaotou District Court. Upon receiving the payment of NT$110,280 thousand from the Company, Huang He Ruei nyu immediately paid the amount to the Taiwan Ciaotou District Court. After obtaining the certificate of rights transfer issued by the Taiwan Ciaotou District Court, she collaborated with the Company to handle the registration of land ownership transfer. The Company acquired the land title on January 10, 2025, completed the inspection, and recognized it as fixed assets - land cost. Additionally, the land value increment tax and related transfer fees, as well as the notary fees, were paid by the Company on January 9, 2025, amounting to NT$126 thousand.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
G. Others
The Company leased land from Huang He Ruei nyu, who is a related party, in January 2024 with lease terms of 3 years. The monthly rent is NT$420 thousand, payable for every three months. The Company has already paid NT$5,040 thousand in 2025 and 2024, respectively. The contract was terminated early in December 2024. A new lease of land agreement was made with the related party, Huang Binglun, with a lease term of 5 years. The monthly rent is NT$238 thousand, payable every three months. The company has already paid NT$2,856 thousand and NT$238 thousand in 2025 and 2024, respectively. The contract was terminated early in December 2025. A new lease of land agreement was made with the related party, Huang Binglun, with a lease term of 5 years. The monthly rent is NT$83 thousand, payable every three months. The company has already paid NT$83 thousand in 2025.
H. Key management personnel compensation
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $57,810 | $57,974 |
| Post-employment benefits | 3,792 | 2,734 |
| Total | $61,602 | $60,708 |
- ASSETS PLEDGED AS COLLATERAL
The following table lists assets of the Group pledged as collateral:
| Items | As of | Secured liabilities | |
|---|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | ||
| Financial assets amortized cost | $71,135 | $82,771 | Short-term loan |
| Account receivable | $39,905 | $42,150 | Short-term loan |
| Long-term and | |||
| Inventories | $816,404 | $478,249 | Short-term loan |
| Other financial assets | $15,652 | $22,477 | Short-term loan |
| Long-term and | |||
| Property, plant and equipment | $3,813,551 | $3,689,707 | Short-term loan |
| Right-of-use assets | $20,737 | $20,574 | Short-term loan |
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
A. As of December 31, 2025 and 2024, the Company provided guarantee note deposits were both NT$165,000 thousand, to the banks as securities against credit facilities.
B. As of December 31, 2025 and 2024, the subsidiary, Tycoons Worldwide Group (Thailand) Public Co., Ltd., had raw material purchase commitments amounting to Baht 37 million and USD 2 million. (2024: Baht 105 million and USD 2 million). The materials are expected to be shipped to the Company within 1 year from the contract dates.
C. The Company had capital commitments relating to the acquisition of building and attached facilities and machinery and equipment as follows:
| (Unit: Million THB) | ||
|---|---|---|
| Consolidated/Separate financial statements | ||
| 2025 | 2024 | |
| Currency | ||
| THB | $117.4 | $20.6 |
| USD | 1.9 | 2.5 |
| NTD | 0.1 | — |
| CNY | 23.5 | — |
D. As at 31 December 2025, the Company had an outstanding commitment in respect of uncalled portion of investment in Green Engineering Holding Co., Ltd. (a subsidiary) amounting to Baht 33 million (2024: Baht 74 million).
E. As at 31 December 2025, there were outstanding bank guarantees of approximately Baht 27 million (2024: Baht 27 million) issued by banks on behalf of the Company in respect of certain performance bonds to guarantee electricity use among others.
10. LOSSES DUE TO MAJOR DISASTER
None.
11. SIGNIFICANT SUBSEQUENT EVENTS
None.
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
12. OTHERS
(1) Categories of financial instruments
Financial Assets
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Financial assets at fair value through profit or loss | $8,220 | $11,450 |
| Financial assets at fair value through other comprehensive income | 107,976 | 105,407 |
| Financial assets measured at amortized cost : | ||
| Cash and cash equivalents | 794,274 | 879,861 |
| Financial assets at amortized cost | 71,135 | 82,771 |
| Notes receivable(including related parties) | 40,126 | 106,970 |
| Accounts receivable (including related parties) | 954,277 | 713,620 |
| Other receivables (including related parties) | 173,408 | 69,144 |
| Refundable deposits | 4,343 | 5,452 |
| Other financial assets, current | 15,652 | 22,477 |
| Subtotal | 2,053,215 | 1,880,295 |
| Total | $2,169,411 | $1,997,152 |
Financial Liabilities
| As of | ||
|---|---|---|
| Dec. 31, 2025 | Dec. 31, 2024 | |
| Financial liabilities at amortized cost: | ||
| Short-term borrowings | $2,119,551 | $1,565,281 |
| Payables and other payables (including related parties) | 659,364 | 519,722 |
| Long-term borrowings (including current portion) | 417,463 | 214,591 |
| Guarantee deposits | 584 | 1,586 |
| Lease liabilities | 21,519 | 18,512 |
| Subtotal | 3,218,481 | 2,319,692 |
| Financial liabilities at fair value through profit or loss: | ||
| Designated at fair value through profit or loss | 13,040 | — |
| Total | $3,231,521 | $2,319,692 |
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for foreign currency A and foreign currency B. The information of the sensitivity analysis is as follows:
When NTD strengthens/weakens against foreign currency USD by 1%, the profit for the years ended December 31, 2025 and 2024 is decreased/increased by NT$6,793 thousand and NT$3,456 thousand, respectively.
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.
The Group manages its interest rate risk by having a balanced portfolio of fixed and variable loans and borrowings and entering into interest rate swaps. Hedge accounting does not apply to these swaps as they do not qualify for it.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2025 and 2024 to increase/decrease by NT$2,537 thousand and NT$1,780 thousand, respectively.
Equity price risk
The fair value of the Group’s listed and unlisted equity securities and conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
(4) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the Group. The Group is exposed to credit risks from operating activities, primarily trade receivables, investment and others. Credit risk is managed separately for business-related and financial-related exposures.
Business related credit risk
The majority of the Group’s outstanding trade receivables are not covered by collaterals or guarantees. While the Group has procedures to monitor and manage credit risk exposure on trade receivables, there is no assurance such procedures will effectively eliminate losses resulting from its credit risk. The Group uses other methods to manage this risk, like prepaid from the client, insurance, and so on. The Group believes the concentration of credit risk is not material for the remaining accounts receivable.
Financial credit risk
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
This risk of the bank deposit and investment in financial instruments are managed by the financial department of the Group. The Group mitigates the credit risks from financial institutions by limiting its counterparties to only reputable domestic or international financial institutions with good credit standing and spreading its holdings among various financial institutions. The Group's exposure to credit risk arising from the default of counter-parties is limited to the carrying amount of these instruments. The Group believes the concentration of this risk is not material.
(5) Liquidity risk management
The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, bank borrowings, convertible bonds and finance leases. The table below summarizes the maturity profile of the Group's financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial liabilities
| Less than 1 year | 2 to 3 years | 4 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| As of Dec. 31, 2025 | |||||
| Borrowings | $2,129,307 | $22,509 | $314,089 | $70,541 | $2,536,446 |
| Payables | $659,364 | — | — | — | $659,364 |
| Lease liabilities | $10,648 | $10,871 | — | — | $21,519 |
| Less than 1 year | 2 to 3 years | 4 to 5 years | More than 5 years | Total | |
| As of Dec. 31, 2024 | |||||
| Borrowings | $1,574,598 | $24,619 | $99,727 | $81,934 | $1,780,878 |
| Payables | $519,722 | — | — | — | $519,722 |
| Lease liabilities | $6,488 | $12,024 | — | — | $18,512 |
(6) Reconciliation of liabilities arising from financing activities
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English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Information on the reconciliation of liabilities for 2025 :
| Short-term borrowings | Long-term borrowings (Including current portion) | Lease liabilities | Total liabilities from financing activities | |
|---|---|---|---|---|
| As of Jan. 1, 2025 | $1,565,281 | $214,591 | $18,512 | $1,798,384 |
| Cash flow | 536,622 | 92,141 | (10,802) | 617,961 |
| Non-cash changes | — | — | 13,809 | 13,809 |
| Effect of exchange rate changes | 17,648 | 110,731 | — | 128,379 |
| As of Dec. 31, 2025 | $2,119,551 | $417,463 | $21,519 | $2,558,533 |
Information on the reconciliation of liabilities for 2024 :
| Short-term borrowings | Long-term borrowings (Including current portion) | Lease liabilities | Total liabilities from financing activities | |
|---|---|---|---|---|
| As of Jan. 1, 2024 | $945,652 | $224,012 | $8,961 | $1,178,625 |
| Cash flow | 821,796 | (9,323) | (8,042) | 804,431 |
| Non-cash changes | — | — | 17,593 | 17,593 |
| Effect of exchange rate changes | (202,167) | (98) | — | (202,265) |
| As of Dec. 31, 2024 | $1,565,281 | $214,591 | $18,512 | $1,798,384 |
(7) Fair values of financial instruments
A. The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
a. The carrying amount of cash and cash equivalents, trade receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures etc.) at the reporting date.
c. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the GreTai Securities Market, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
~82~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
B. Fair value of financial instruments measured at amortized cost
Other than cash and cash equivalents, trade receivables, accounts payable and other current liabilities whose carrying amount approximate their fair value, the fair value of the Group’s financial assets and financial liabilities measured at amortized cost is listed in the table below:
| Carrying amount as of | ||
|---|---|---|
| Dec.31, 2025 | Dec.31, 2024 | |
| Financial assets: | ||
| Financial assets measured at amortized cost | $71,135 | $82,771 |
| Financial liabilities: | ||
| Short-term borrowings | $2,119,551 | $1,565,281 |
| Long-term borrowings (including current portion) | $417,463 | $214,591 |
| Fair Value as of | ||
| Dec.31, 2025 | Dec.31, 2024 | |
| Financial assets : | ||
| Financial assets measured at amortized cost | $71,135 | $82,771 |
| Financial liabilities: | ||
| Short-term borrowings | $2,119,551 | $1,565,281 |
| Long-term borrowings (including current portion) | $417,463 | $214,591 |
C. Fair value measurement hierarchy for financial instruments
Please refer to Note 12. (8) for fair value measurement hierarchy for financial instruments of the Group.
(8) Fair value measurement hierarchy
A. Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Unobservable inputs for the asset or liability
~83~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
B. Fair value measurement hierarchy of the Group’s assets and liabilities
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Assets measured at fair value: | ||||
| Financial assets at fair value through profit or loss | ||||
| Derivative financial assets | $— | 745 | — | $745 |
| Non-derivative financial assets | $7,475 | — | — | $7,475 |
| Financial assets at fair value through other comprehensive income | ||||
| Unlisted companies stocks | $— | — | 107,976 | $107,976 |
As of December 31, 2024:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Assets measured at fair value: | ||||
| Financial assets at fair value through profit or loss | ||||
| Derivative financial assets | $— | 1,207 | — | $1,207 |
| Non-derivative financial assets | $10,243 | — | — | $10,243 |
| Financial assets at fair value through other comprehensive income | ||||
| Unlisted companies stocks | $— | — | 105,407 | $105,407 |
Transfers between Level 1 and Level 2
During the years ended December 31, 2025 and 2024, there were no transfers between Level 1 and Level 2 fair value measurements.
Reconciliation of recurring Level 3 fair value measurements
There were no changes in the Group’s recurring Level 3 fair value measurements.
~84~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(9) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| As of December 31, 2025 | |||
|---|---|---|---|
| Foreign currencies (thousand) | Foreign exchange rate | NTD (thousand) | |
| Financial assets | |||
| Monetary items: | |||
| USD | $2,001 | 31.43 | $62,891 |
| EUR | $997 | 36.90 | $36,789 |
| THB | $1,814 | 1.00 | $1,814 |
| Financial liabilities | |||
| Monetary items: | |||
| USD | $23,615 | 31.43 | $742,219 |
| EUR | $288 | 36.90 | 10,627 |
| As of December 31, 2024 | |||
| Foreign currencies (thousand) | Foreign exchange rate | NTD (thousand) | |
| Financial assets | |||
| Monetary items: | |||
| USD | $3,721 | 32.79 | $122,012 |
| EUR | $2,477 | 34.14 | $84,565 |
| THB | $1,814 | 0.96 | $1,741 |
| Financial liabilities | |||
| Monetary items: | |||
| USD | $14,262 | 32.79 | $467,651 |
| EUR | $381 | 34.14 | $13,007 |
The above information is disclosed on the basis of the carrying amount in foreign currency (converted to functional currency) and the disclosure standard is that the amount after exchanging to NTD is greater than NT$1,000 thousand.
~85~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Group has a wide variety of foreign currency transactions, which cannot be disclosed separately according to the foreign currencies that have a significant impact, so the exchange gains and losses of each currency are disclosed in aggregate. The Group's exchange gains (losses) on monetary financial assets and financial liabilities for the years ended December 31, 2025 and 2024 were NT$48,667 thousand and NT$100,637 thousand, respectively.
(10) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
- ADDITIONAL DISCLOSURES
(1) Information on significant transactions and reinvestments
A. Financing provided to others for the year ended December 31, 2025: Please refer to Attachment 1.
B. Endorsement/Guarantee provided to others for the year ended December 31, 2025: None.
C. Securities held as of December 31, 2025: Please refer to Attachment 2.
D. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2025: None.
E. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2025: None
F. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2025: None.
G. Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended December 31, 2025: Please refer to Attachment 3.
H. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended December 31, 2025: None.
I. Financial instruments and derivative transactions: Please refer Note 6.(2)
J. Other: Intercompany relationships and significant intercompany transactions for the year ended December 31, 2025: Please refer to Attachment 4.
~86~
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES -(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Information on reinvestments
A. Those who directly or indirectly have significant influence or control over the investee company (excluding Mainland China investee companies): Please refer to Attachment 5.
B. If there is direct or indirect control over the investee company, it is necessary to disclose the relevant information about the investee company's transactions in items 1 through 9 of the preceding paragraph. However, if the total assets or operating income of the investee company does not reach 10% of the respective amounts of the issuer, or those who directly or indirectly control the personnel, finances, or business, may only disclose relevant information in items 1 through 4: None.
(3) Information on investments in Mainland China
A. Information on investment in Mainland China: Please refer to Attachment 6.
B. Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss:
a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: None.
b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: None.
c. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.
d. Other transactions that have a material effect on the profit or loss for the period or on the financial position: None.
- SEGMENT INFORMATION
The Group determined its operating segments based on business activities with discrete financial information regularly reported through the Group's internal reporting protocols to the Group's chief operating decision-maker. The Group has three reportable segments, the Company and subsidiaries in Thailand (Tycoons Worldwide Group (Thailand) Public Co., Ltd. and its subsidiaries) and in Europe (Fastbolt Group GmbH and is subsidiaries).
(1) Reportable segment information for the years ended December 31, 2025 and 2024 were as follows:
English Translation of Consolidation Financial Statements Originally Issued in Chinese TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended Dec. 31, 2025
| The Company | Subsidiaries in Thailand | Subsidiaries in Europe | Other | Adjustment and elimination | Consolidated | |
|---|---|---|---|---|---|---|
| Revenue | ||||||
| External customer | $1,104,530 | $5,376,410 | $1,330,200 | $1,530,481 | — | $9,341,621 |
| Inter- segment | 19,584 | 110,575 | — | — | ($130,159) | — |
| Total revenue | $1,124,114 | $5,486,985 | $1,330,200 | $1,530,481 | ($130,159) | $9,341,621 |
| Segment profit/ loss | ($1,829) | $93,747 | $39,906 | $73,736 | ($76,676) | $128,884 |
For the year ended Dec. 31, 2024
| The Company | Subsidiaries in Thailand | Subsidiaries in Europe | Other | Adjustment and elimination | Consolidated | |
|---|---|---|---|---|---|---|
| Revenue | ||||||
| External customer | $1,365,535 | $3,871,644 | $1,306,376 | $1,460,255 | — | $8,003,810 |
| Inter- segment | 55,234 | 26,796 | — | 115,369 | ($197,399) | — |
| Total revenue | $1,420,769 | $3,898,440 | $1,306,376 | $1,575,624 | ($197,399) | $8,003,810 |
| Segment profit/ loss | ($154,300) | ($526,148) | $47,718 | $75,047 | $108,654 | ($449,029) |
The following table presents segment assets of the Group’s operating segments as of December 31, 2025 and 2024:
| The Company | Subsidiaries in Thailand | Subsidiaries in Europe | Other | Adjustment and elimination | Consolidated | |
|---|---|---|---|---|---|---|
| As of Dec. 31, 2025 | ||||||
| Segment assets | $3,988,768 | $6,139,198 | $1,328,993 | $1,440,863 | ($2,438,411) | $10,459,441 |
| As of Dec. 31, 2024 | ||||||
| Segment assets | $3,673,037 | $5,417,057 | $1,238,439 | $1,030,598 | ($2,153,372) | $9,205,759 |
~89~
English Translation of Consolidation Financial Statements Originally Issued in Chinese
TYCOONS GROUP ENTERPRISE CO., LTD. AND SUBSIDIARIES –(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Geographical information
External customer :
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| America | $818,935 | $432,579 |
| Asia | 7,249,549 | 5,503,744 |
| Europe | 1,261,718 | 1,956,232 |
| Others | 11,419 | 111,256 |
| Total | $9,341,621 | $8,003,810 |
Tycoons Group Enterprises Co., Ltd.-(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2025
Attachment 1
Financing provided to others:
| No. (Note 1) | Financing Company | Counter-party | Financial Statement Account | Related Party | Maximum Balance for the Period (Note 5) | Ending Balance (Note 4) | Amount Actually Drawn | Interest Rate | Nature of Financing (Note 2) | Transaction Amounts (Note 7) | Reason for Financing | Bad Debt | Collateral | Financing Limits for Each Borrowing Company (Note 3) | Financing Company's Total Financing Amount Limits (Note 3) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Tycoons Group Enterprise Co., Ltd. | Fastbolt International Pte. Ltd. | Other receivables -related parties | Y | 1,000 | $1,000 | $-- | -- | 2 | $-- | Short - term financing | $-- | None | -- | $686,807 | $1,373,614 |
| Tycoons Worldwide Group (Thailand) Public Co., Ltd. | Other receivables -related parties | Y | 333,050 | 315,300 | 115 | 0~4.75 | 2 | -- | Advance payment | -- | None | -- | 686,807 | 1,373,614 | ||
| Ju Gu Construction Co., Ltd. | Other receivables -related parties | Y | 250,000 | 250,000 | 120,000 | 3~3.5 | 2 | -- | Short - term financing | -- | None | -- | 1,373,614 | 1,373,614 | ||
| 1 | Huanghua Jujie Hardware Products Co., Ltd. | Huanghua Haixin Hardware Products Co., Ltd. | Other receivables -related parties | Y | 45,716 | 45,054 | 45,054 | 3.8 | 2 | -- | Short - term financing | -- | None | -- | 69,429 | 277,716 |
| 2 | Fastbolt Schraubengrollh andels GmbH | FB Ibérica Unipessoal Lda | Other receivables -related parties | Y | 11,070 | 11,070 | 11,070 | 4.464 | 2 | -- | Short - term financing | -- | None | -- | 303,628 | 30,368 |
Note 1: The Company and its subsidiaries are coded as follows:
1. The Company is coded "0".
2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: Nature for financing is coded as follows:
1. Business transactions.
2. Short-term financing.
Note 3: The company's financing provided limit for individual objects is the individually specified percentage of the net assets value of the latest financial statement. The total financing provided limit is 10%~40% of the net assets value of the latest financial statement.
Note 4: If a public company makes a loan to the board of directors on a case-by-case basis in accordance with Article 14 (1) of the Regulations Governing Lounge of Funds and Making of Endorsements / Guarantees by Public Companies, even though it has not yet allocated funds, the amount of the board resolutions shall be included in the announcement balance to reveal its bear the risk; but after the fund is repaid, the balance after the repayment should be disclosed to reflect the adjustment of risk. If the public offering company authorizes the chairman of the board of directors to approve the loan in a certain amount and within one year in accordance with Article 14 (2) of the Regulations Governing Lounge of Funds and Making of Endorsements / Guarantees by Public Companies, the fund loan and the amount approved by the board of directors shall still be used as the announced balance. Although the funds will be repaid thereafter, it is still possible to allocate the loan again, so the fund loan and quota approved by the board of directors should still be used as the announced balance.
Note 5: The maximum balance is the maximum amount spent in the current period.
Note 6: When preparing this consolidated financial statement, it has been offset.
Note 7: If the nature of financing provided is a business transaction, the amount of the business transaction should be entered. The amount of business transactions refers to the amount of business transactions between the company that lends funds and the loaner in the latest year.
Tycoons Group Enterprises Co., Ltd.-(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2025
Attachment 2
Material Securities held
| Held Company Name | Marketable Securities Type and Name
(Note 1) | Relationship with the Company | Financial Statement Account | 31-Dec-25 | | | | Note
(Note 3) | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Shares / Units | Carrying Value
(Note 2) | Percentage of Ownership | Fair Value | | |
| Tycoons Group Enterprises Co., Ltd. | Common stock | Taiwan Cement Corporation | – | Financial assets at fair value through profit or loss, current | 65,995 | $1,531 | – | $1,531 | Note 5 |
| | Funds | Taiwan Cooperative Bank USD Denominated Callable Bond | – | Financial assets at fair value through profit or loss, current | 300,000 | $3,122 | – | $3,122 | Note 5 |
| | Funds | Jih Sun Taiwan Quality Multi-Asset Fund | – | Financial assets at fair value through profit or loss, current | 100,000 | $2,815 | – | $2,815 | Note 5 |
| | Common stock | JinHai Hardware Company Limited | – | Financial assets at fair value through other comprehensive income, non-current | 4,354,875 | $41,410 | 18.19% | THB 41,331,470 | Note 4 |
| Tycoons Worldwide Group (Thailand) Public Co., Ltd. | Common stock | Thai Union Fastener Co., Ltd. | – | Financial assets at fair value through other comprehensive income, non-current | 6,000,000 | $66,566 | 8.70% | THB 66,504,468 | Note 4 |
Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates and securities derived from the above items that fall within the scope of International Financial Reporting Standard No. 9 "Financial Instruments". -
Note 2: If measured by fair value, please fill in the book value after the fair value evaluation adjustments and deduct the allowance loss; if it is not measured by fair value, please fill in the amortized cost (after deducting the allowance loss) of the book balance.
Note 3: The listed securities have users who are restricted due to the provision of guarantees, pledged loans, or other agreed-upon agreements. The remarks column should indicate the number of guarantees or pledged shares, the amount of guarantees or pledges, and the circumstances of restricted use.
Note 4: There is no public market price, which is determined by the net equity value or by evaluation.
Note 5: The market price is closing price on December 31,2025.
Note 6: This table lists marketable securities that are required to be disclosed as determined by the Company in accordance with the principle of materiality.
~ 92 ~
Tycoons Group Enterprises Co., Ltd.-(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2025
Attachment 3
Total purchases from or sales to related parties of at least NT$ 100 million or 20% of the paid-in capital
| Company Name | Related Party | Nature of Relationships | Transaction Details | Details of non-arm's length transaction | Notes and Accounts receivable (payable) | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Purchases / Sales | Amount | Percentage of total purchases (sales) | Payment Terms | Unit Price | Payment Terms | Ending Balance | Percentage of total receivables (payable) | |||
| Tycoons Worldwide Group (Thailand) Public Co., Ltd. | TY Steel Co., Ltd. | Associate | Sales | $441,482 | 4.73% | 30~120days | No significant difference | No significant difference | $31,770 | 3.25% |
Note 1 : It has been offset when preparing the consolidated financial statements.
~93~
Tycoons Group Enterprises Co., Ltd.-(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2025
Attachment 4
The business relationship between the parent and subsidiaries and significant transactions between them
| No. (Note 1) | Company Name | Counter-party | Nature of Relationships (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement item | Amount | Transaction Terms | Percentage of consolidated revenue or assets % (Note 3) | ||||
| 0 | Tycoons Group Enterprise Co., Ltd. | Tycoons Worldwide Group (Thailand) Public Co., Ltd. | 1 | Sales | $19,584 | Refer to the transaction conditions of other customers. | – |
| 1 | Tycoons Worldwide Group (Thailand) Public Co., Ltd. | Fastbolt Schraubengrollhandels GmbH | 1 | Sales | 110,575 | Refer to the transaction conditions of other customers. | 1 |
| 2 | Fastbolt Group GmbH | Fastbolt Schraubengrollhandels GmbH | 1 | Accounts payable | 21,610 | Refer to the transaction conditions of other customers. | – |
Note 1 : The Company and its subsidiaries are coded as follows:
1. The Company is coded "0". 2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2 : The relationship with the trader has the following three types:
1. Parent company to a subsidiary. 2. Subsidiary to the parent company. 3. Subsidiary to subsidiary.
Note 3 : For the calculation of the ratio of the transaction amount to consolidated revenue or assets, if it is an asset-liability item, it is calculated by the balance at the end of the period in the consolidated assets; if it is a profit and loss item, it is calculated by the cumulative amount in the period as a share of the consolidated revenue.
Note 4 : It has been offset when preparing the consolidated financial statements.
Note 5 : This table lists marketable securities that are required to be disclosed as determined by the Company in accordance with the principle of materiality.
Note 6 : The disclosure of material transactions in this table is determined by the Company in accordance with the principle of materiality.
~ 94 ~
Tycoons Group Enterprises Co., Ltd. (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2025
Attachment 5
Names, locations and related information of investees over which the company exercises significant influence
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment | Balance as of December 31, 2025 | Net Income (Losses) of the Investee | Shares of Profits / Losses of Investee | Notes | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 31-Dec-25 | 31-Dec-24 | Shares | Percentage of Ownership | Carrying value | |||||||
| The Company | Harco Automation, Ltd | Taiwan | Design, manufacture, sale and distribution of industrial controllers | 42,077 | 42,077 | 4,207,707 | 35.00% | 173,620 | 5,604 | 1,961 | Associate |
| Green Engineering Holding Co., Ltd. | Thailand | Investment green energy industry | 98,059 | 66,064 | 108,000 | 45.00% | 105,943 | THB 3,769,739 | 1,609 | Subsidiary | |
| Kingford International Ltd. | Samoa | Holding | USD 10,955,528 | USD 10,955,528 | 5,938,051 | 100.00% | 427,601 | USD 1,261,874 | 39,284 | Subsidiary | |
| TY Steel Co., Ltd. | Thailand | Production and sale of steel billets | USD 2,387,372 | USD 2,387,372 | 4,046,398 | 5.94% | -- | THB 216,002,658 | -- | Associate | |
| Fastbolt International Pte.,Ltd. | Singapore | Holding | USD 7,062,147 | USD 7,062,147 | 4,743,000 | 49.41% | 333,606 | EUR 439,251 | 7,638 | Subsidiary | |
| Tycoons Worldwide Group (Thailand) Public Co., Ltd. | Thailand | Production, processing, and sales of wire rods, annealed wires, screws, bolts, and other related products | USD 38,334,926 | USD 38,334,926 | 188,462,477 | 31.58% | 1,268,136 | THB 127,524,623 | 36,568 | Subsidiary | |
| 18,348 | 18,348 | ||||||||||
| Ju Gu Construction Co., Ltd. | Taiwan | Asset Investment | 200,000 | 30,000 | 20,000,000 | 100% | 181,117 | (16,243) | (16,243) | Subsidiary |
Tycoons Group Enterprises Co., Ltd.-(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2025
Attachment 5-1
Names, locations and related information of investees over which the company exercises significant influence
| Investor Company | Investee Company | Main Businesses and Products | Main Businesses and Products | Original Investment | Balance as of December 31, 2025 | Net Income (Losses) of the Investor | Shares of Profits / Losses of Investor | Notes | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 31-Dec-25 | 31-Dec-24 | Shares | Percentage of Ownership | Carrying value | |||||||
| Tycoons Worldwide Group (Thailand) Public Co., Ltd. | TY Steel Co., Ltd. | Thailand | Production and sale of steel billets | THB 1,145,682,320 | THB 1,145,682,320 | 13,237,508 | 19.43% | -- | THB 216,002,658 | -- | Associate |
| KDB Co., Ltd. | Thailand | Investment real estate | THB 173,640,000 | THB 173,640,000 | 121,321 | 44.99% | THB 141,310,634 | (THB 983,904) | (THB 442,658) | Subsidiary | |
| Green Engineering Holding Co., Ltd. | Thailand | Investment green energy industry | THB 90,749,450 | THB 90,749,450 | 90,750 | 55.00% | THB 129,239,478 | THB 3,769,739 | THB 2,073,344 | Subsidiary | |
| Fastbolt International Pte., Ltd. | Singapore | Holding | THB 167,901,150 | THB 167,901,150 | 4,557,000 | 47.47% | THB 326,771,737 | EUR 439,251 | THB 7,941,147 | Subsidiary | |
| Green Engineering Holding Co., Ltd. | Siam Pc Products Co., Ltd. | Thailand | Wire production and sales business | THB 150,000,000 | THB 150,000,000 | 1,500,000 | 60.00% | THB 177,230,991 | (THB 31,666) | (THB 19,000) | Subsidiary |
| Saiyai Kaew Steelwire Co., Ltd. | Thailand | Wire production and sales business | THB 14,465,600 | -- | 240,000 | 30.00% | THB 17,282,521 | (THB 13,262,554) | (THB 848,352) | Subsidiary | |
| Siam Pc Products Co., Ltd. | Saiyai Kaew Steelwire Co., Ltd. | Thailand | Wire production and sales business | THB 45,534,400 | -- | 560,000 | 70.00% | THB 48,199,804 | (THB 13,262,554) | (THB 2,281,569) | Subsidiary |
| Mega Import-Export Company Limited | Thailand | Import and export of rebar, wire rod, steel plates, and various sizes of | THB 2,040,000 | THB 2,040,000 | 5,100 | 51.00% | THB 3,630,108 | THB 3,166,053 | THB 1,614,687 | Subsidiary | |
| Fastbolt International Pte., Ltd. | Fastbolt Group GmbH | Germany | Holding | EUR 9,000,000 | EUR 9,000,000 | 55,239 | 74.90% | EUR 17,358,890 | EUR 691,063 | EUR 517,606 | Subsidiary |
| Fastbolt Group GmbH | Fastbolt Schraubengroß handels GmbH | Germany | Selling screws | EUR 255,646 | EUR 255,646 | (investment amount) EUR 255,646 | 100.00% | EUR 20,375,111 | EUR 1,063,999 | EUR 1,063,999 | Subsidiary |
| Fastbolt Distributors (UK) Ltd. | Britain | Selling screws | GBP 18,900.00 | GBP 18,900.00 | 189,000 | 100.00% | EUR 1,629,013 | (GBP 498,474) | (GBP 498,474) | Subsidiary | |
| FB Ibérica Unipessoal Lda. | Portugal | Selling screws | EUR 50,000 | EUR 50,000 | (investment amount) EUR 50,000 | 100.00% | EUR 697,481 | EUR 85,563 | EUR 85,563 | Subsidiary |
~ 95 ~
Tycoons Group Enterprises Co., Ltd.-(Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2025
Attachment 6
Information on investment in Mainland China
- The detail of the investment in Mainland China:
Amounts in Thousands of New Taiwan Dollars and Foreign Currencies in Dollars
| Investor Company | Main Businesses and Products | Total Amount of Paid-in Capital | Method of Investment | Accumulated Outflow of Investment from Taiwan as of January 1, 2025 | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2025 | Net Income (Loss) of Investor Company | Percentage of Ownership | Shares of Profits / Losses (Note 3) | Carrying Amount as of December 31,2025 | Accumulated Inward Remittance of Earnings as of December 31, 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| HuangHua Jujin Hardware Products Co.,Ltd | Production, processing and sales of wires, screws, bolts and other related products | $359,988 | Note 1 | $189,793 | $ - | $ - | $189,793 | $82,772 | 60.00% | $49,581 | $417,453 | $337,287 |
| (CNY 81,667,000) | (USD 5,931,028) | (CNY 19,083,054) | (CNY 13,282,003) | (USD 13,282,003) | (USD 10,591,302) | |||||||
| FQC Mechanical Technology Consultancy Co. Ltd | Quality inspection | $6,892 | Note 2 | - | - | - | - | ($153) | 50.00% | ($76) | $1,381 | - |
| (EUR 200,000) | (CNY -35,164) | (EUR 37,416) | - | |||||||||
| Faohoh Trading (Shanghai) Co. Ltd. | Selling screws | $3,520 | Note2 | - | - | - | - | $4,546 | 100.00% | $4,548 | $41,067 | - |
| (USD 110,000) | (CNY 1,048,175) | (EUR 129,240) | (EUR 1,112,933) |
- Investment limit for reinvestment in Mainland China
| Accumulated Investment in Mainland China as of December 31, 2025 (Note 4) | Investment Amounts Authorized by Investment Commission, MUEA | Upper Limit on Investment (Note 5) |
|---|---|---|
| $188,706 (USD 5,931,028) | $188,706 (USD 5,931,028) | $2,060,422 |
Note 1: Indirectly investment in Mainland China through the Kingford International Limited registered in a third region.
Note 2: The acquisition of Faohoh Group GmbH by the consolidated company, which includes its previously invested subsidiary in China.
Note 3: The investment profit / loss column recognized in the current period is based on the company's audited financial statements.
Note 4: Accumulated investment amounts denominated in foreign currencies are translated into New Taiwan Dollars using the spot rates at the financial report date. (USD 1: 31.43, CNY 1: 4.496, EUR 1: 36.90)
Note 5: According to the regulations of the Investment Commission of the Ministry of Economic Affairs, the upper limit of the cumulative amount of its investment in the mainland is 60% of the net value.
- Material transactions arising from direct or indirect dealings with investee companies in Mainland China: None.